0001193125-15-050295.txt : 20150213 0001193125-15-050295.hdr.sgml : 20150213 20150213170200 ACCESSION NUMBER: 0001193125-15-050295 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: GEI CAPITAL V, LLC GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE V, L.P. GROUP MEMBERS: GREEN V HOLDINGS, LLC GROUP MEMBERS: JOHN G. DANHAKL GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP ASSOCIATES V LLC GROUP MEMBERS: LGP ICEBERG COINVEST, LLC GROUP MEMBERS: LGP MANAGEMENT, INC. GROUP MEMBERS: PERIDOT COINVEST MANAGER LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMS Health Holdings, Inc. CENTRAL INDEX KEY: 0001595262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88367 FILM NUMBER: 15615970 BUSINESS ADDRESS: STREET 1: 83 WOOSTER HEIGHTS ROAD CITY: DANBURY STATE: CT ZIP: 06810 BUSINESS PHONE: 203-448-4600 MAIL ADDRESS: STREET 1: 83 WOOSTER HEIGHTS ROAD CITY: DANBURY STATE: CT ZIP: 06810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Green Equity Investors V, L.P. CENTRAL INDEX KEY: 0001449644 IRS NUMBER: 205864271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G 1 d867583dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

IMS Health Holdings, Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

44970B109

(CUSIP Number)

 

December 31, 2014

(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)

x 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 the disclosures provided in a prior cover page.

The information required in 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. 44970B109

 

  1. 

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

Green Equity Investors V, L.P.

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

  27,536,100 shares of Common Stock

 7. 

  Sole Dispositive Power

 

  0

 8. 

  Shared Dispositive Power

 

  27,536,100 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,536,100 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014.

12.

Type of Reporting Person (See Instructions)

 

PN    


CUSIP No. 44970B109

 

  1. 

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

Green Equity Investors Side V, L.P.

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

  27,536,100 shares of Common Stock

 7. 

  Sole Dispositive Power

 

  0

 8. 

  Shared Dispositive Power

 

  27,536,100 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,536,100 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014.

12.

Type of Reporting Person (See Instructions)

 

PN    


CUSIP No. 44970B109

 

  1. 

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

LGP Iceberg Coinvest, LLC

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  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

 

  27,536,100 shares of Common Stock

 7. 

  Sole Dispositive Power

 

  0

 8. 

  Shared Dispositive Power

 

  27,536,100 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,536,100 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014.

12.

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)


CUSIP No. 44970B109

 

  1. 

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

GEI Capital V, 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

 

  27,536,100 shares of Common Stock

 7. 

  Sole Dispositive Power

 

  0

 8. 

  Shared Dispositive Power

 

  27,536,100 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,536,100 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014.

12.

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)


CUSIP No. 44970B109

 

  1. 

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

Green V Holdings, 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

 

  27,536,100 shares of Common Stock

 7. 

  Sole Dispositive Power

 

  0

 8. 

  Shared Dispositive Power

 

  27,536,100 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,536,100 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014.

12.

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)


CUSIP No. 44970B109

 

  1. 

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

Leonard Green & Partners, 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

 

  27,536,100 shares of Common Stock

 7. 

  Sole Dispositive Power

 

  0

 8. 

  Shared Dispositive Power

 

  27,536,100 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,536,100 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014.

12.

Type of Reporting Person (See Instructions)

 

PN


CUSIP No. 44970B109

 

  1. 

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

Peridot Coinvest Manager 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

 

  27,536,100 shares of Common Stock

 7. 

  Sole Dispositive Power

 

  0

 8. 

  Shared Dispositive Power

 

  27,536,100 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,536,100 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014.

12.

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)


CUSIP No. 44970B109

 

  1. 

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

LGP Management, Inc.

  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

 

  27,536,100 shares of Common Stock

 7. 

  Sole Dispositive Power

 

  0

 8. 

  Shared Dispositive Power

 

  27,536,100 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,536,100 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014.

12.

Type of Reporting Person (See Instructions)

 

CO


CUSIP No. 44970B109

 

  1. 

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

LGP Associates V 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

 

  27,536,100 shares of Common Stock

 7. 

  Sole Dispositive Power

 

  0

 8. 

  Shared Dispositive Power

 

  27,536,100 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,536,100 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014.

12.

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)


CUSIP No. 44970B109

 

  1. 

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

John G. Danhakl

  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

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 5. 

  Sole Voting Power

 

  0

 6. 

  Shared Voting Power

 

  27,536,100 shares of Common Stock

 7. 

  Sole Dispositive Power

 

  0

 8. 

  Shared Dispositive Power

 

  27,536,100 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,536,100 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014.

12.

Type of Reporting Person (See Instructions)

 

IN


Item 1.
  (a) Name of Issuer

IMS Health Holdings, Inc. (“Issuer”)

 

  (b) Address of Issuer’s Principal Executive Offices

83 Wooster Heights Road

Danbury, Connecticut 06810

 

Item 2.

 

  (a) Name of Person(s) Filing:

A. Green Equity Investors V, L.P.

B. Green Equity Investors Side V, L.P.

C. LGP Iceberg Coinvest, LLC

D. GEI Capital V, LLC

E. Green V Holdings, LLC

F. Leonard Green & Partners, L.P.

G. Peridot Coinvest Manager LLC

H. LGP Management, Inc.

I. LGP Associates V LLC

J. John G. Danhakl

Green Equity Investors V, L.P., a Delaware limited partnership (“GEI V”) is the direct owner of 21,028,084 shares of Common Stock of the Issuer (the “GEI V Shares”). Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEI Side V”) is the direct owner of 6,307,920 shares of Common Stock of the Issuer (the “GEI Side V Shares”). LGP Iceberg Coinvest, LLC, a Delaware limited liability company (“Iceberg” and, collectively with GEI V and GEI Side V, the “LGP Funds”) is the direct owner of 200,096 shares of Common Stock of the Issuer (the “Iceberg Shares” and, collectively with the GEI V Shares and the GEI Side V Shares, the “Shares”).

GEI Capital V, LLC, a Delaware limited liability company (“GEIC”) is the general partner of GEI V and GEI Side V. Green V Holdings, LLC, a Delaware limited liability company (“Holdings”) is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”) is the manager of GEI V, GEI Side V, and Peridot Coinvest Manager LLC (“Peridot”), and an affiliate of GEIC and Holdings. LGP Management, Inc., a Delaware corporation (“LGPM”) is the general partner of LGP. Mr. Danhakl is the Director, Executive Vice President and Managing Partner of LGPM and a member of the Issuer’s board of directors. Peridot is the manager of LGP Associates V LLC (“Associates V”). Associates V is the manager of Iceberg.

GEIC, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, LGP, as the manager of GEI V, GEI Side V, and Peridot, LGPM, as the general partner of LGP, Mr. Danhakl, as the Director, Executive Vice President and Managing Partner of LGPM, Peridot, as the manager of Associates V, and Associates V, as the manager of Iceberg, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to share voting and investment power with respect to the Shares. As such, GEIC, Holdings, LGP, Peridot, LGPM, Mr. Danhakl and Associates V may be deemed to be the indirect beneficial owners of the Shares.

Each of GEIC, Holdings, LGP, Peridot, LGPM, Mr. Danhakl and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its and, with respect to Mr. Danhakl, his pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 13(d), Section 13(g), Section 16, or for any other purposes.

Each of Messrs. John G. Danhakl, Peter J. Nolan, Jonathan D. Sokoloff, Jonathan A. Seiffer, John M. Baumer, Timothy J. Flynn, James D. Halper, Todd M. Purdy, Michael S. Solomon, and W. Christian McCollum either directly (whether through ownership interest or position) or through one or more intermediaries, may be deemed to control LGP. As such, Messrs. Danhakl, Nolan, Sokoloff, Seiffer, Baumer, Flynn, Halper, Purdy, Solomon, and McCollum may be deemed to have shared voting and investment power with respect to all shares beneficially owned by the LGP Funds. These individuals each disclaim beneficial ownership of the securities held by the LGP Funds except to the extent of his pecuniary interest therein.


  (b) Address of Principal Business Office or, if none, Residence

(A) – (J): 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025

 

  (c) Citizenship

(A) – (I): Delaware

(J): United States of America

 

  (d) Title of Class of Securities

This statement relates to the Issuer’s Common Stock, par value $0.01 per share.

 

  (e) CUSIP Number

44970B109

 

Item 3.

Not applicable.

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The following information is provided as of February 13, 2015.

(a) Amount beneficially owned:

See responses to Item 9 on each cover page.

(b) Percent of class:

See responses to Item 11 on each cover page.

(c) Number of shares as to which such person has:

 

  i. Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

 

  ii. Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

 

  iii. Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

 

  iv. Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.


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

Not applicable.

 

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

The LGP Funds have entered into an Amended and Restated Shareholders’ Agreement, dated as of April 9, 2014 (as further supplemented and amended, the “Shareholders Agreement”), with certain other holders signatory to the Shareholders Agreement (the “Holders”) of shares of Common Stock. Pursuant to the Shareholders Agreement, the LGP Funds and the Holders have agreed to, among other things, vote their shares of Common Stock to elect members of the Board of Directors of the Issuer as set forth therein.

Because of the relationship among the LGP Funds and the Holders as a result of the Shareholders Agreement, the LGP Funds and the Holders may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act. The reporting persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own at December 31, 2014 (based on publicly available information) 254,249,996 shares of Common Stock held in the aggregate by the LGP Funds and the Holders, or 76.3% of the total number of outstanding shares of Common Stock of the Issuer (based upon 333,227,723 shares of Common Stock issued and outstanding as of October 23, 2014, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 30, 2014). Each reporting person and each LGP Fund disclaims beneficial ownership of the shares of Common Stock held by the Holders. It is the understanding of the reporting persons that the Holders have filed a separate Schedule 13G pursuant to Rule 13d-1(k)(2) under the Act.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certifications

Not applicable.


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 as of February 13, 2015.

 

Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
LGP Iceberg Coinvest, LLC
By: LGP Associates V LLC, its Manager
By: Peridot Coinvest Manager LLC, its Manager
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
GEI Capital V, LLC
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
Green V Holdings, LLC
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
Peridot Coinvest Manager LLC
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary

[Signatures Continue on Next Page]


 

LGP Management, Inc.
By:  

/s/ Adrian J. Maizey

  Adrian J. Maizey
  Chief Operating Officer and Secretary
LGP Associates V LLC
By:   Peridot Coinvest Manager LLC, its Manager
By:  

/s/ Adrian J. Maizey

  Adrian J. Maizey
  Chief Operating Officer and Secretary

/s/ John G. Danhakl

John G. Danhakl

Attention: Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

EXHIBIT INDEX

 

EXHIBIT
NO.

  

DESCRIPTION

1    Joint Filing Agreement, dated February 13, 2015.
2    Power of Attorney, dated February 13, 2015.
3    Identification of Members of the Group, dated February 13, 2015.
EX-99.1 2 d867583dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree as follows:

(i) Each party executing this joint filing agreement (the “Agreement”) is individually eligible to use the Schedule 13G to which this Exhibit is attached (the “13G”) and the 13G, including amendments thereto, is filed on behalf of each party hereto; and

(ii) Each party hereto is responsible for the timely filing of the 13G, including any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning any other party hereto, unless such party knows or has reason to believe that such information is inaccurate.

[Signature Pages Follow]


IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2015.

 

Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
LGP Iceberg Coinvest, LLC
By: LGP Associates V LLC, its Manager
By: Peridot Coinvest Manager LLC, its Manager
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
GEI Capital V, LLC
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
Green V Holdings, LLC
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
Peridot Coinvest Manager LLC
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary

[Signatures Continue On Next Page]


LGP Management, Inc.
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
LGP Associates V LLC
By: Peridot Coinvest Manager LLC, its Manager
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary

/s/ John G. Danhakl

John G. Danhakl

 

EX-99.2 3 d867583dex992.htm EX-99.2 EX-99.2

Exhibit 2

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints each of Lance J.T. Schumacher, Cody L. Franklin and Adrian J. Maizey signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director, or beneficial owner of the shares of Common Stock of IMS Health Holdings, Inc. a Delaware corporation (the “Issuer”), the Statement on Schedule 13G (or Schedule 13D, if applicable), and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13G (or Schedule 13D, if applicable) and Forms 3, 4, and 5 and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Statement on Schedule 13G or Schedule 13D and Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 13th of February, 2015.

 

Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary

[Signatures Continue On Next Page]


Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
LGP Iceberg Coinvest, LLC
By: Leonard Green & Partners, L.P., its Manager
By: LGP Management, Inc., its General Partner
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
GEI Capital V, LLC
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
Green V Holdings, LLC
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary
LGP Management, Inc.
By:

/s/ Adrian J. Maizey

Adrian J. Maizey
Chief Operating Officer and Secretary

/s/ John G. Danhakl

John G. Danhakl
EX-99.3 4 d867583dex993.htm EX-99.3 EX-99.3

Exhibit 3

IDENTIFICATION OF MEMBERS OF THE GROUP

The following filing persons may be deemed to be members of a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended:

The parties to that certain Amended and Restated Shareholders’ Agreement, dated as of April 9, 2014, which was filed as Exhibit 10.1 to the IMS Health Holdings, Inc. Registration Statement on Form S-1 filed with the Securities Exchange Commission on January 2, 2014, as amended.