Sec Form 13G Filing - KKR North America Fund XI L.P. filing for PRA Health Sciences Inc. (PRAH) - 2020-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

PRA Health Sciences, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

69354M108
(CUSIP Number)

December 31, 2019
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
☐
Rule 13d-1(b)
 
☐
Rule 13d-1(c)
 
☒
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
KKR PRA Investors L.P.
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Delaware
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
PN
    
   

2
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
KKR PRA Investors GP II LLC
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Delaware
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
OO
    
   

3
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
KKR PRA Investors GP LLC
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Delaware
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
OO
    
   

4
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
KKR North America Fund XI L.P.
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Cayman Islands
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
PN
    
   

5
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
KKR Associates North America XI L.P.
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Cayman Islands
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
PN
    
   

6
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
KKR North America XI Limited
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Cayman Islands
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
OO
    
   

7
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
KKR Group Partnership L.P.
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Cayman Islands
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
PN
    
   

8
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
KKR Group Holdings Corp.
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Delaware
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
CO
    
   

9
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
KKR & Co. Inc.
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Delaware
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
CO
    
   

10
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
KKR Management LLP
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
Delaware
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
PN
    
   

11
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
Henry R. Kravis
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
United States
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
IN
    
   

12
CUSIP No. 69354M108
13G
  

1
NAME OF REPORTING PERSON
    
George R. Roberts
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
    
3
SEC USE ONLY
    
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
    
United States
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
    
0
    
   
6
SHARED VOTING POWER
    
0
    
   
7
SOLE DISPOSITIVE POWER
    
0
    
   
8
SHARED DISPOSITIVE POWER
    
0
    
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
0
    
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    
☐
    
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
0%
    
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
IN
    
   

13
CUSIP No. 69354M108
13G
  

STATEMENT ON SCHEDULE 13G

This is Amendment No. 5 to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2015, as previously amended on March 6, 2015, February 10, 2017, February 13, 2018 and February 13, 2019. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of PRA Health Sciences, Inc. (the “Issuer”).

Item 1.


 
(a)
Name of Issuer:
PRA Health Sciences, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices:
4130 ParkLake Avenue, Suite 400, Raleigh, North Carolina  27612

Item 2.


 
(a)
Name of Person Filing:
KKR PRA Investors L.P.
KKR PRA Investors GP II LLC
KKR PRA Investors GP LLC
KKR North America Fund XI L.P.
KKR Associates North America XI L.P.
KKR North America XI Limited
KKR Group Partnership L.P.
KKR Group Holdings Corp.
KKR & Co. Inc.
KKR Management LLP
Henry R. Kravis
George R. Roberts

 
(b)
Address of Principal Business Office, or, if none, Residence:
The principal business office for all persons filing (other than George R. Roberts) is:

c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019

The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025

 
(c)
Citizenship:
See Item 4 of each cover page.

 
(d)
Title of Class of Securities:
Common stock, par value $0.01 per share.

14
 
(e)
CUSIP Number:
69354M108
Item 3.

Not applicable.

Item 4.
Ownership.
 
(a)
Amount beneficially owned: 0.
 
(b)
Percent of class: 0%.
 
(c)
Number of shares as to which the person has:
 
(i)
Sole power to vote or to direct the vote
0.
 
(ii)
Shared power to vote or to direct the vote
0.
 
(iii)
Sole power to dispose or to direct the disposition of
0.
 
(iv)
Shared power to dispose or to direct the disposition of
0.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

In connection with an internal reorganization that became effective on January 1, 2020, among other things, (i) KKR Fund Holdings GP Limited, a former general partner of KKR Fund Holdings L.P., was dissolved and therefore is no longer a Reporting Person on this Schedule 13G and (ii) KKR Fund Holdings L.P. was renamed KKR Group Partnership L.P.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.
Identification and Classification of Members of the Group.

Not applicable.

Item 9.
Notice of Dissolution of Group.

Not applicable.

Item 10.
Certifications.

Not applicable.

15
SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2020
 
KKR PRA INVESTORS L.P.
 
By: KKR PRA Investors GP II LLC, its general partner
     
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact for Robert H. Lewin,
   
Vice President
   
 
KKR PRA INVESTORS GP II LLC
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact for Robert H. Lewin,
   
Vice President
   
 
KKR PRA INVESTORS GP LLC
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact for Robert H. Lewin,
   
Vice President
   
 
KKR NORTH AMERICA FUND XI L.P.
 
By: KKR Associates North America XI L.P., its general partner
 
By: KKR North America XI Limited, its general partner
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact for Robert H. Lewin,
   
Director
   
 
KKR ASSOCIATES NORTH AMERICA XI L.P.
 
By: KKR North America XI Limited, its general partner
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact for Robert H. Lewin,
   
Director
   
 
KKR NORTH AMERICA XI LIMITED
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact for Robert H. Lewin,
   
Director

 
KKR GROUP PARTNERSHIP L.P.
 
By: KKR Group Holdings Corp., general partner
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact for Robert H. Lewin,
   
Chief Financial Officer
   
 
KKR GROUP HOLDINGS CORP.
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact for Robert H. Lewin,
   
Chief Financial Officer
   
 
KKR & CO. INC.
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact for Robert H. Lewin,
   
Chief Financial Officer
   
 
KKR MANAGEMENT LLP
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact for Robert H. Lewin,
   
Chief Financial Officer
   
 
HENRY R. KRAVIS
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact
   
 
GEORGE R. ROBERTS
   
 
By:
/s/ Terence Gallagher
 
Name:
Terence Gallagher
 
Title:
Attorney-in-fact

EXHIBITS

Exhibit
Number
  
Title
     
1
  
Joint Filing Agreement, dated as of February 13, 2019 (previously filed with Schedule 13G filed on February 13, 2019 and incorporated herein by reference)
     
2
  
Power of Attorney granted by Henry R. Kravis and George R. Roberts (previously filed with the Schedule 13G filed on March 6, 2015 and incorporated herein by reference)
     
 
Power of Attorney granted by Robert H. Lewin