-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FHv0qroeH2Zi4pyZ1FrBHzv95TKC3xAsfglzAqpX6xC0oKU/7pMakPxR/PCgglKv 6pjuhLXHYx8xMwxxPOgdRA== 0001209191-10-043564.txt : 20100820 0001209191-10-043564.hdr.sgml : 20100820 20100820175938 ACCESSION NUMBER: 0001209191-10-043564 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100818 FILED AS OF DATE: 20100820 DATE AS OF CHANGE: 20100820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUTH JOHANNES P CENTRAL INDEX KEY: 0001206779 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 101030976 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAE JOSEPH Y CENTRAL INDEX KEY: 0001208917 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 101030981 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NAVAB ALEXANDAR JR CENTRAL INDEX KEY: 0001205612 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 101030974 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIPSCHULTZ MARC S CENTRAL INDEX KEY: 0001081717 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 101030983 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MICHELSON MICHAEL W CENTRAL INDEX KEY: 0001182415 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 101030977 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gorenflos Reinhard CENTRAL INDEX KEY: 0001324002 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 101030982 MAIL ADDRESS: STREET 1: C/O KKR 9 WEST 57TH STREET - 41 FL CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Avago Technologies LTD CENTRAL INDEX KEY: 0001441634 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 1 YISHUN AVENUE 7 CITY: SINGAPORE STATE: U0 ZIP: 768923 BUSINESS PHONE: (65) 6755-7888 MAIL ADDRESS: STREET 1: 1 YISHUN AVENUE 7 CITY: SINGAPORE STATE: U0 ZIP: 768923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FISHER TODD A CENTRAL INDEX KEY: 0001206470 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 101030975 MAIL ADDRESS: STREET 1: C/O KKR STREET 2: 9 WEST 57TH ST. 41ST FL CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR European Fund II, Limited Partnership CENTRAL INDEX KEY: 0001344141 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 101030978 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. STREET 2: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. STREET 2: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Associates Europe II, Limited Partnership CENTRAL INDEX KEY: 0001344142 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 101030979 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. STREET 2: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. STREET 2: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Europe II LTD CENTRAL INDEX KEY: 0001344143 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 101030980 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. STREET 2: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. STREET 2: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 4 1 c05261_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-08-18 0001441634 Avago Technologies LTD AVGO 0001344143 KKR Europe II LTD C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001344142 KKR Associates Europe II, Limited Partnership C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001344141 KKR European Fund II, Limited Partnership C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001182415 MICHELSON MICHAEL W C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001206779 HUTH JOHANNES P C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001206470 FISHER TODD A C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001205612 NAVAB ALEXANDAR JR C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001081717 LIPSCHULTZ MARC S C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001324002 Gorenflos Reinhard C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001208917 BAE JOSEPH Y C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 Ordinary Shares, no par value 2010-08-18 4 S 0 1243059 20.40 D 11913790 I Held through Bali Investments S.ar.l. and KKR Millennium Fund (Overseas), Limited Partnership Ordinary Shares, no par value 2010-08-18 4 S 0 2475096 20.40 D 23721954 I Held through Bali Investments S.ar.l. and KKR European Fund, Limited Partnership Ordinary Shares, no par value 2010-08-18 4 S 0 1660087 20.40 D 15910699 I Held through Bali Investments S.ar.l. and KKR European Fund II, Limited Partnership Ordinary Shares, no par value 2010-08-18 4 S 0 847475 20.40 D 8122413 I Held through Bali Investments S.ar.l. and Avago Investment Partners, Limited Partnership Ordinary Shares, no par value 2010-08-18 4 S 0 219778 20.40 D 2106403 I Held through Bali Investments S.ar.l. and KKR Partners (International), Limited Partnership Bali Investments S.ar.l. ("Bali") holds 115,687,178 ordinary shares, or 48.3%, of Avago Technologies Limited ("Avago") based on 239,322,834 ordinary shares outstanding as of August 18, 2010. Bali, certain funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR"), certain funds affiliated with Silver Lake Partners ("Silver Lake"), Seletar Investments Pte Ltd and Geyser Investment Pte Ltd are parties to a shareholders agreement with respect to the ordinary shares of Avago, and solely as a result of which each such person is a member of a group with respect to the ordinary shares of Avago directly or indirectly owned by such persons. Certain affiliates of KKR collectively have the right under the shareholders agreement to nominate up to three directors of Avago. The shareholders of Bali include funds affiliated with KKR and funds affiliated with Silver Lake. Each such person is a member of a group with respect to the ordinary shares of Avago held by Bali. Each such person, other than Bali, disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. KKR Millennium Fund (Overseas), Limited Partnership ("Millennium Fund") as a shareholder of Bali, may be deemed to indirectly own 11,913,790 ordinary shares of Avago. As the sole general partner of Millennium Fund, KKR Associates Millennium (Overseas), Limited Partnership may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by Millennium Fund. As the sole general partner of KKR Associates Millennium (Overseas), Limited Partnership, KKR Millennium Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by Millennium Fund. KKR Associates Millennium (Overseas), Limited Partnership and KKR Millennium Limited disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. KKR European Fund, Limited Partnership ("European Fund"), as a shareholder of Bali, may be deemed to indirectly own 23,721,954 ordinary shares of Avago. As the sole general partner of European Fund, KKR Associates Europe, Limited Partnership may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by European Fund. As the sole general partner of KKR Associates Europe, Limited Partnership, KKR Europe Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by European Fund. KKR Associates Europe, Limited Partnership and KKR Europe Limited disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. KKR European Fund II, Limited Partnership ("European Fund II"), as a shareholder of Bali, may be deemed to indirectly own 15,910,699 ordinary shares of Avago. As the sole general partner of European Fund II, KKR Associates Europe II, Limited Partnership may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by European Fund II. As the sole general partner of KKR Associates Europe II, Limited Partnership, KKR Europe II Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by European Fund II. KKR Associates Europe II, Limited Partnership and KKR Europe II Limited disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. Avago Investment Partners, Limited Partnership ("AIP"), as a shareholder of Bali, may be deemed to indirectly own 8,122,413 ordinary shares of Avago. As the sole general partner of AIP, Avago Investment G.P., Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by AIP. As a member of Avago Investment G.P., Limited, KKR Millennium GP LLC may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by AIP. Avago Investment G.P., Limited and KKR Millennium GP LLC disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. Each of KKR SP Limited ("KKR SP") (as a voting partner to each of KKR Associates Millennium (Overseas), Limited Partnership, KKR Associates Europe, Limited Partnership and KKR Associates Europe II, Limited Partnership); KKR Fund Holdings L.P. ("KKR Fund Holdings") (as the sole shareholder of KKR Millennium Limited, KKR Europe Limited and KKR Europe II Limited and the designated member of KKR Millennium GP LLC); KKR Fund Holdings GP Limited ("KKR Fund Holdings GP") (as a general partner of KKR Fund Holdings); (continued from footnote 7) KKR Group Holdings L.P. ("KKR Group Holdings") (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings); KKR Group Limited ("KKR Group") (as the general partner of KKR Group Holdings); KKR & Co. L.P. ("KKR & Co.") (as the sole shareholder of KKR Group); and KKR Management LLC ("KKR Management") (as the general partner of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by Millennium Fund, European Fund and European Fund II. KKR Partners (International), Limited Partnership ("Partners International"), as a shareholder of Bali, may be deemed to indirectly own 2,106,403 ordinary shares of Avago. As the sole general partner of Partners International, KKR 1996 Overseas, Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by Partners International. KKR 1996 Overseas, Limited disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. As the designated members of KKR Management LLC, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities held by Millennium Fund, European Fund and European Fund II but disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. As directors of KKR 1996 Overseas, Limited, Messrs. Kravis, Roberts, James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc S. Lipschultz, Reinhard Gorenflos, Joseph Y. Bae, Brian F. Carroll, Scott C. Nuttal and William J. Janetschek may be deemed to be the beneficial owner of the securities held by Partners International but disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. Messrs. Kravis and Roberts have also been designated as managers of KKR Millennium GP by KKR Fund Holdings. Each Reporting Person and each other person named in notes (3) through (10) above disclaims beneficial ownership of any securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of the Reporting Persons is the beneficial owner of all such equity securities covered by this statement. Because no more than 10 reporting persons can file any one Form 4 through the SEC's EDGAR system, the reporting persons have filed four Form 4s with respect to Avago Technologies Limited on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these four Form 4's are KKR Fund Holdings L.P., KKR Millennium Limited, KKR Europe II Limited and KKR 1996 Overseas, Limited, and other reporting persons are listed elsewhere in these forms. This Form 4 is filed as Part 3 of 4 parts. KKR Europe II Limited, /s/ Richard J. Kreider, Attorney-in-fact for William J. Janetschek, Director 2010-08-20 KKR Associates Europe II, Limited Partnership, By: KKR Europe II Limited, Its: General Partner, /s/ Richard J. Kreider, Attorney-in-fact for William J. Janetschek, Director 2010-08-20 KKR European Fund II, Limited Partnership, By: KKR Associates Europe II, Limited Partnership and KKR Europe II Limited, Its: General Partners, /s/ Richard J. Kreider, : Attorney-in-fact for William J. Janetschek, Director 2010-08-20 /s/ Richard J. Kreider, Attorney-in-fact for Michael W. Michelson 2010-08-20 /s/ Richard J. Kreider, Attorney-in-fact for Johannes P. Huth 2010-08-20 /s/ Richard J. Kreider, Attorney-in-fact for Todd A. Fisher 2010-08-20 /s/ Richard J. Kreider, Attorney-in-fact for Alexander Navab 2010-08-20 /s/ Richard J. Kreider, Attorney-in-fact for Marc S. Lipschultz 2010-08-20 /s/ Richard J. Kreider, Attorney-in-fact for Reinhard Gorenflos 2010-08-20 /s/ Richard J. Kreider, Attorney-in-fact for Joseph Y. Bae 2010-08-20 -----END PRIVACY-ENHANCED MESSAGE-----