0001140361-18-038566.txt : 20180917 0001140361-18-038566.hdr.sgml : 20180917 20180917171829 ACCESSION NUMBER: 0001140361-18-038566 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180917 DATE AS OF CHANGE: 20180917 GROUP MEMBERS: AUGUSTA INVESTORS GP LLC GROUP MEMBERS: AUGUSTA INVESTORS L.P. GROUP MEMBERS: GEORGE R. ROBERTS GROUP MEMBERS: HENRY R. KRAVIS GROUP MEMBERS: KKR & CO. INC. GROUP MEMBERS: KKR ASSOCIATES NORTH AMERICA XI L.P. GROUP MEMBERS: KKR FUND HOLDINGS GP LTD GROUP MEMBERS: KKR GROUP HOLDINGS CORP. GROUP MEMBERS: KKR MANAGEMENT LLC GROUP MEMBERS: KKR NORTH AMERICA FUND XI L.P. GROUP MEMBERS: KKR NORTH AMERICA XI LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANGER, INC. CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40189 FILM NUMBER: 181074150 BUSINESS ADDRESS: STREET 1: 10910 DOMAIN DRIVE STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 512-777-3800 MAIL ADDRESS: STREET 1: 10910 DOMAIN DRIVE STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78758 FORMER COMPANY: FORMER CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR Fund Holdings L.P. CENTRAL INDEX KEY: 0001472698 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 formsc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Hanger, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)

41043F208
(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:

Christopher May, Esq.
Simpson Thacher & Bartlett LLP
600 Travis Street, Suite 5400
Houston, Texas 77002
Telephone: (713) 821-5666
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 13, 2018
(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 .
 
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 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).
 


SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Augusta Investors L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,548,197
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
2

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Augusta Investors GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,548,197
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
3

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,548,197
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
4

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
KKR Associates North America XI L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,548,197
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
5

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,548,197
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
6

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
KKR Fund Holdings L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,548,197
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
7

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
KKR Fund Holdings GP Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,548,197
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
8

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
KKR Group Holdings Corp.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,548,197
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
9

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
KKR & Co. Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,548,197
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
10

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
KKR Management LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,548,197
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
11

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Henry R. Kravis
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,548,197
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
12

SCHEDULE 13D
 
CUSIP No.   41043F208
 
1
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
George R. Roberts
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,548,197
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,548,197
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,548,197
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
13

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D filed on March 11, 2016 (as so amended, the “Schedule 13D”) by the Reporting Persons (as defined below), relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Hanger, Inc., a Delaware corporation (the “Issuer”).  This Amendment No. 1 reflects, among other things, the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, pursuant to which KKR & Co. L.P. contributed all of its interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited, to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated (the “KKR Reorganization”). The KKR Reorganization did not involve any purchase or sale of securities of the Issuer.  Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.  Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.  Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 2.
Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a), (f)
This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), by:
(i)Augusta Investors L.P., a Delaware limited partnership (“Augusta Investors”);
(ii)Augusta Investors GP LLC, a Delaware limited liability company (“Augusta Investors GP”);
(iii) KKR North America Fund XI L.P., a Cayman Islands limited partnership (“KKR North America Fund XI”);
(iv) KKR Associates North America XI L.P., a Cayman Islands limited partnership (“KKR Associates North America XI”);
(v) KKR North America XI Limited, a Cayman Islands company;
(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 Corp., a Delaware corporation (“KKR Group Holdings”);
(ix) KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);
(x) KKR Management LLC, a Delaware limited liability company (“KKR Management”);
(xi) Henry R. Kravis, a United States citizen; and
(xii) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xii) are collectively referred to herein as the “Reporting Persons”).

Augusta Investors GP is the general partner of Augusta Investors.  KKR North America Fund XI is the sole member of Augusta Investors GP and a limited partner of Augusta Investors.  KKR Associates North America XI is the general partner of KKR North America Fund XI.  KKR North America XI Limited is the general partner of KKR Associates North America XI.  KKR Fund Holdings is the sole shareholder of KKR North America XI Limited.  KKR Fund Holdings GP is a general partner of KKR Fund Holdings.  KKR Group Holdings is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings.  KKR & Co. is the sole shareholder of KKR Group Holdings.  KKR Management is the controlling shareholder of KKR & Co. Messrs. Kravis and Roberts are officers and the designated members of KKR Management.

The executive officers of Augusta Investors GP are: William J. Janetschek and Peter Stavros.  The directors of KKR North America XI Limited are: Scott C. Nuttall, Joseph Y. Bae, Mr. Janetschek and David J. Sorkin.  The executive officers of KKR North America XI Limited are: Messrs. Kravis, Roberts, Sorkin, Nuttall, Michael W. Michelson and Suzanne O. Donohoe.  Each of Messrs. Nuttall, Bae, Janetschek and Sorkin is a director of KKR Fund Holdings GP and KKR Group Holdings, and each of Messrs. Bae, Janetschek, Kravis, Nuttall, Roberts and Sorkin is an executive officer of KKR Group Holdings and KKR & Co. The directors of KKR & Co. (the “KKR Directors”) are listed on Annex A attached hereto.

Ms. Donohoe and each of Messrs.  Janetschek, Sorkin, Nuttall, Bae, Michelson and Stavros is a United States citizen.
 

(b)
The address of the business office of Augusta Investors, Augusta Investors GP, KKR North America Fund XI, KKR Associates North America XI, KKR North America XI Limited, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR & Co., KKR Management, Ms. Donohoe and Messrs. Kravis, Janetschek, Sorkin, Nuttall, Bae and Stavros and the KKR Directors (other than Mr. Roberts) is:

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

The address of the principal business office of Messrs. Roberts and Michelson is:

c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025

(c)
Augusta Investors is engaged in the business of investing in securities.  Augusta Investors GP is principally engaged in the business of being the general partner of Augusta Investors.

KKR North America Fund XI is principally engaged as a holding company of investment vehicles, including Augusta Investors and Augusta Investors GP.  KKR Associates North America XI is principally engaged in the business of being the general partner of KKR North America Fund XI.  KKR North America XI Limited is principally engaged in the business of being the general partner of KKR Associates North America XI.

Each of KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR & Co. and KKR Management is principally engaged as a holding company for the subsidiaries engaged in the investment management business.

The present principal occupation or employment of each of Ms. Donohoe and Messrs. Kravis, Roberts, Janetschek, Sorkin, Nuttall, Bae, Michelson and Stavros is as an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more of its affiliates.

(d)
During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the KKR Directors or other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the KKR Directors or other persons named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5.
Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b). The Reporting Persons beneficially own an aggregate of 2,548,197 shares of Common Stock, which represent, in the aggregate, approximately, 6.9% of the outstanding shares of Common Stock.  The percentage of beneficial ownership in this Schedule 13D is based on 36,799,320 shares of Common Stock outstanding as of August 1, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018.
 

Augusta Investors directly holds 2,548,197 shares of Common Stock, which represents approximately 6.9% of the outstanding shares of Common Stock.  Each of Augusta Investors GP (as the general partner of Augusta Investors), KKR North America Fund XI (as the sole member of Augusta Investors GP), KKR Associates North America XI (as the general partner of KKR North America Fund XI), KKR North America XI Limited (as the general partner of KKR Associates North America XI), KKR Fund Holdings (as the sole shareholder of KKR North America XI Limited), KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings), KKR & Co. (as the sole shareholder of KKR Group Holdings), KKR Management (as the controlling shareholder of KKR & Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the designated members of KKR Management), may be deemed to be the beneficial owner of the securities beneficially owned directly by Augusta Investors, and each disclaims beneficial ownership of the securities.

To the knowledge of the Reporting Persons, none of Ms. Donohoe or Messrs. Janetschek, Sorkin, Nuttall, Bae, Michelson or Stavros beneficially owns any shares of Common Stock.  Any beneficial ownership of Common Stock by the KKR Directors is set forth on Annex A.

(c) Except as set forth in Schedule 1 attached hereto, 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.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.

(e) As described above in the Explanatory Note, KKR Group Holdings L.P. and KKR Group Limited are no longer reporting persons on this Schedule 13D.

Item 7.
Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby supplemented by adding the following:

Exhibit C
Joint Filing Agreement, dated as of September 17, 2018, by and among the Reporting Persons.
 

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: September 17, 2018

   
AUGUSTA INVESTORS L.P.
   
 
By:
Augusta Investors GP LLC, its general partner
     
 
By:
/s/ Terence Gallagher
   
Name:
Terence Gallagher
   
Title:
Attorney-in-fact for William J. Janetschek,
Vice President

   
AUGUSTA INVESTORS GP LLC
   
 
By:
/s/ Terence Gallagher
   
Name:
Terence Gallagher
   
Title:
Attorney-in-fact for William J. Janetschek,
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 William J. Janetschek,
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 William J. Janetschek,
Director

   
KKR NORTH AMERICA XI LIMITED
   
 
By:
/s/ Terence Gallagher
   
Name:
Terence Gallagher
   
Title:
Attorney-in-fact for William J. Janetschek,
Director
 

   
KKR FUND HOLDINGS L.P.
   
 
By:
KKR Group Holdings Corp., a general partner
     
 
By:
/s/ Terence Gallagher
   
Name:
Terence Gallagher
   
Title:
Attorney-in-fact for William J. Janetschek,
Chief Financial Officer

   
KKR FUND HOLDINGS GP LIMITED
     
 
By:
/s/ Terence Gallagher
   
Name:
Terence Gallagher
   
Title:
Attorney-in-fact for William J. Janetschek,
Director
 
   
KKR GROUP HOLDINGS CORP.
   
 
By:
/s/ Terence Gallagher
   
Name:
Terence Gallagher
   
Title:
Attorney-in-fact for William J. Janetschek,
Chief Financial Officer

   
KKR & CO. INC.
   
 
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

   
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
 

Annex A

Directors of KKR & Co. Inc.

The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Xavier Niel, who is a citizen of France.

Name
Principal Occupation
   
Henry R. Kravis
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
   
George R. Roberts
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
   
Joseph Y. Bae
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
   
Scott C. Nuttall
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
   
Mary N. Dillon
 
David C. Drummond
Chief Executive Officer of Ulta Beauty, Inc.
 
Senior Vice President, Corporate Development, Chief Legal Officer and Secretary of Alphabet Inc.
   
Joseph A. Grundfest
William A. Franke Professor of Law and Business of Stanford Law School
   
John B. Hess
Chief Executive Officer of Hess Corporation
   
Xavier Niel
Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA
   
Patricia F. Russo
Former Chief Executive Officer of Alcatel-Lucent
   
Thomas M. Schoewe
Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc.
   
Robert W. Scully
Former Member, Office of the Chairman of Morgan Stanley
   

To the best knowledge of the Reporting Persons, none of the persons listed above beneficially owns any Common Stock of the Issuer.
 

EXHIBIT INDEX

The Exhibit Index is hereby supplemented by adding the following:

Exhibit No.
 
Description
     
Exhibit C   Joint Filing Agreement, dated as of September 17, 2018, by and among the Reporting Persons.
 
 

EX-99.C 2 ex99_c.htm EXHIBIT C

EXHIBIT C

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common stock, par value $.01 per share, of Hanger, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated:  September 17, 2018

   
AUGUSTA INVESTORS L.P.
   
 
By:
Augusta Investors GP LLC, its general partner
     
 
By:
/s/ Terence Gallagher
   
Name:
 Terence Gallagher
   
Title:
 Attorney-in-fact for William J. Janetschek,
Vice President

   
AUGUSTA INVESTORS GP LLC
   
 
By:
/s/ Terence Gallagher
   
Name:
 Terence Gallagher
   
Title:
 Attorney-in-fact for William J. Janetschek,
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 William J. Janetschek,
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 William J. Janetschek,
Director
 

   
KKR NORTH AMERICA XI LIMITED
   
 
By:
/s/ Terence Gallagher
   
Name:
Terence Gallagher
   
Title:
Attorney-in-fact for William J. Janetschek,
Director

   
KKR FUND HOLDINGS L.P.
   
 
By:
KKR Group Holdings Corp., a general partner
     
 
By:
/s/ Terence Gallagher
   
Name:
Terence Gallagher
   
Title:
Attorney-in-fact for William J. Janetschek,
Chief Financial Officer

   
KKR FUND HOLDINGS GP LIMITED
   
 
By:
/s/ Terence Gallagher
   
Name:
Terence Gallagher
   
Title:
Attorney-in-fact for William J. Janetschek,
Director

   
KKR GROUP HOLDINGS CORP.
   
 
By:
/s/ Terence Gallagher
   
Name:
Terence Gallagher
   
Title:
Attorney-in-fact for William J. Janetschek,
Chief Financial Officer

   
KKR & CO. INC.
   
 
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
 

   
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
 

SCHEDULE 1

TRANSACTION HISTORY

The below transactions reflects all transactions effected by Augusta Investors L.P. in the Issuer’s Common Stock within the past 60 days.
 
Trade Date
 
Purchase/Sale
 
Trade Amount
 
Weighted Average
Price Per Share
 
09/12/2018
 
Sale
   
250,000
   
$
23.7949
 
09/13/2018
 
Sale
   
101,492
   
$
23.5173
 
09/14/2018
 
Sale
   
62,897
   
$
22.8512
 
09/14/2018
 
Sale
   
3,640
   
$
23.5370
 
09/17/2018
 
Sale
 
79,250
   
$
21.9552
 
09/17/2018   Sale   75,000     $ 21.8000  
 
 
 
 
 
 
 
 
 
All trades were made on the open market.