|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
|
|
|
|
SCHEDULE 13D |
|
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Sentio Healthcare Properties, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
817304108
(CUSIP Number)
David J. Sorkin, Esq.
Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, New York 10019
Telephone: (212) 750-8300
with a copy to:
Gary Horowitz, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-7113
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons Sentinel RE Investment Holdings LP | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons Sentinel Investment Holdings GP LLC | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons KKR REPA AIV-1 L.P. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons KKR Associates REPA L.P. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons KKR REPA GP LLC | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons KKR Fund Holdings L.P. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons KKR Fund Holdings GP Limited | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons KKR Group Holdings L.P. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons KKR Group Limited | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons KKR & Co. L.P. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons KKR Management LLC | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons Henry R. Kravis | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
SCHEDULE 13D
CUSIP No. 817304108 | |||||
| |||||
|
1 |
Name of Reporting Persons George R. Roberts | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Source of Funds (See Instructions) | |||
| |||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6 |
Citizenship or Place of Organization | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
This Amendment No. 6 supplements and amends the Schedule 13D filed on October 28, 2013 by the Reporting Persons (as defined below), as amended by Amendment No. 1 to the Schedule 13D filed on December 9, 2013, as amended by Amendment No. 2 to the Schedule 13D filed on April 9, 2014, as amended by Amendment No. 3 to the Schedule 13D filed on June 18, 2014, as amended by Amendment No. 4 to the Schedule 13D filed on August 15, 2014, as amended by Amendment No. 5 to the Schedule 13D filed on November 18, 2014 (as so amended, the Schedule 13D), relating to the common stock, $0.01 par value per share (Common Stock), of Sentio Healthcare Properties, Inc., a Maryland corporation (the Issuer). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 6 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
This statement on Schedule 13D is being filed by:
(i) Sentinel RE Investment Holdings LP, a Delaware limited partnership (Sentinel LP);
(ii) Sentinel RE Investment Holdings GP LLC, a Delaware limited liability company (Sentinel General Partner);
(iii) KKR REPA AIV-1 L.P., a Delaware limited partnership (KKR REPA AIV-1 Fund);
(iv) KKR Associates REPA L.P., a Delaware limited partnership (KKR Associates REPA);
(v) KKR REPA GP LLC, a Delaware limited liability company (KKR REPA GP);
(vi) KKR Fund Holdings LP, a Cayman Islands exempted limited partnership (KKR Fund Holdings);
(vii) KKR Fund Holdings GP Limited, a Cayman Islands limited company (KKR Fund Holdings GP);
(viii) KKR Group Holdings L.P., a Cayman Islands exempted limited partnership (KKR Group Holdings);
(ix) KKR Group Limited, a Cayman Islands limited company (KKR Group);
(x) KKR & Co. L.P., a Delaware limited partnership (KKR & Co.);
(xi) KKR Management LLC, a Delaware limited liability company (KKR Management);
(xii) Henry R. Kravis, a United States citizen; and
(xiii) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xiii) are collectively referred to herein as the Reporting Persons).
Item 3. Source and Amount of Funds or Other Considerations.
Item 3 of the Schedule 13D is hereby amended by adding the following at the end thereof:
A total of $5,688,000 was paid to acquire the 56,880 Series B Preferred Units acquired by the Reporting Persons in the December 2014 Acquisition (as defined below). The purchase of such securities was funded from funds available to the Reporting Persons and the applicable subsidiaries and affiliates thereof, including capital contributions from investors.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following immediately prior to the last paragraph thereof:
On December 15, 2014, the Sentio Parties issued to Sentinel LP 56,880 Series B Preferred Units at an aggregate purchase price of $5,688,000 (the December 2014 Acquisition). The securities acquired by Sentinel LP in the December 2014 Acquisition were in connection with put notices exercised by the Sentio Parties pursuant to the terms of the Purchase Agreement.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by deleting the first paragraph thereof and replacing it with the following:
(a) and (b). The Reporting Persons beneficially own an aggregate of 6,039,521 shares of Common Stock, which represent, in the aggregate, approximately, 34.5% of the outstanding shares of Common Stock. The 6,039,521 shares of Common Stock consist of 605,160 Series B Preferred Units of Sentio Partnership held directly by Sentinel LP, which, pursuant to the terms of the Amended Sentio Partnership Agreement (as defined below), are convertible into 6,039,521 common units of the Sentio Partnership, which are then exchangeable for 6,039,521 shares of Common Stock. The percentage of beneficial ownership in this Schedule 13D is based on 11,472,765 shares of Common Stock outstanding as of November 6, 2014, as reported by the Issuer in its Form 10-Q filed by the Issuer with the SEC on November 13, 2014, and assumes that an additional 6,039,521 shares of Common Stock are outstanding upon conversion of the Series B Preferred Units held by Sentinel LP into Common Stock.
Item 5(c) is hereby amended and restated in its entirety with the following:
(c) Except as set forth in this Statement, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person named in Item 2 has engaged in any transaction during the past 60 days in any shares of Common Stock.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 17, 2014
|
|
|
SENTINEL RE INVESTMENT HOLDINGS LP |
|
|
|
|
|
|
By: |
Sentinel RE Investment Holdings GP LLC, its general partner |
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, |
|
|
|
|
|
|
|
|
|
|
|
SENTINEL RE INVESTMENT HOLDINGS GP LLC |
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, |
|
|
|
|
|
|
|
|
|
|
|
KKR REPA AIV-1 L.P. |
|
|
|
|
|
|
By: |
KKR Associates REPA L.P., it general partner |
|
|
|
|
|
|
By: |
KKR REPA GP LLC, its general partner |
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, |
|
|
|
|
|
|
|
|
|
|
|
KKR ASSOCIATES REPA L.P. |
|
|
|
|
|
|
By: |
KKR REPA GP LLC, its general partner |
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, |
|
|
|
|
|
|
|
|
|
|
|
KKR REPA GP LLC |
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, |
|
|
|
KKR FUND HOLDINGS L.P. |
|
|
|
|
|
|
By: |
KKR Fund Holdings GP Limited, a general partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director |
|
|
|
|
|
|
|
|
|
|
|
KKR FUND HOLDINGS GP LIMITED |
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director |
|
|
|
|
|
|
|
|
|
|
|
KKR GROUP HOLDINGS L.P. |
|
|
|
|
|
|
By: |
KKR Group Limited, its general partner |
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director |
|
|
|
|
|
|
|
|
|
|
|
KKR GROUP LIMITED |
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director |
|
|
|
|
|
|
|
KKR & CO. L.P. |
|
|
|
|
|
|
By: |
KKR Management LLC, its general partner |
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer |
|
|
|
|
|
|
|
KKR MANAGEMENT LLC |
|
|
|
|
|
|
By: |
/s/ Terence Gallagher |
|
|
|
Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer |