0001104659-15-010385.txt : 20150213 0001104659-15-010385.hdr.sgml : 20150213 20150213161617 ACCESSION NUMBER: 0001104659-15-010385 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: GEORGE R. ROBERTS GROUP MEMBERS: HENRY R. KRAVIS GROUP MEMBERS: KKR & CO. L.P. GROUP MEMBERS: KKR ASSOCIATES NORTH AMERICA XI L.P. GROUP MEMBERS: KKR FUND HOLDINGS GP LTD GROUP MEMBERS: KKR FUND HOLDINGS L.P. GROUP MEMBERS: KKR GROUP HOLDINGS L.P. GROUP MEMBERS: KKR GROUP LTD GROUP MEMBERS: KKR MANAGEMENT LLC GROUP MEMBERS: KKR NORTH AMERICA XI LTD GROUP MEMBERS: KKR PRA INVESTORS GP LLC GROUP MEMBERS: KKR PRA INVESTORS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRA Health Sciences, Inc. CENTRAL INDEX KEY: 0001613859 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 463640387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88670 FILM NUMBER: 15614781 BUSINESS ADDRESS: STREET 1: 4130 PARKLAKE AVENUE STREET 2: SUITE 400 CITY: RALEIGH STATE: NC ZIP: 27612 BUSINESS PHONE: 9197868200 MAIL ADDRESS: STREET 1: 4130 PARKLAKE AVENUE STREET 2: SUITE 400 CITY: RALEIGH STATE: NC ZIP: 27612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR North America Fund XI L.P. CENTRAL INDEX KEY: 0001541293 IRS NUMBER: 981029303 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 a15-4155_2sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

PRA Health Sciences, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

69354M108

(CUSIP Number)

December 31, 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:

o

Rule 13d-1(b)

o

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 disclosures provided in a prior cover page.

 

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

 



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
KKR PRA Investors L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

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
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
KKR PRA Investors GP LLC

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

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
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
KKR North America Fund XI L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
KKR Associates North America XI L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
KKR North America XI Limited

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

6



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
KKR Fund Holdings L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

7



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
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.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

8



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
KKR Group Holdings L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

9



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
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.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

10



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
KKR & Co. L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

11



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
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.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
39,933,657

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
39,933,657

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

12



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
Henry R. Kravis

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
39,933,657

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
39,933,657

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

13



 

CUSIP No. 69354M108

13G

 

 

 

1.

Name of Reporting Person
George R. Roberts

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
39,933,657

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
39,933,657

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
39,933,657

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
66.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

14



 

STATEMENT ON SCHEDULE 13G

 

Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of PRA Health Sciences, Inc. (the “Issuer”).

 

Item 1.

 

 

 

(a)

Name of Issuer:
PRA Health Sciences, Inc.

 

(b)

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

 

 

 

Item 2.

 

 

 

(a)

Name of Person Filing:
KKR PRA Investors L.P.

KKR PRA Investors GP LLC

KKR North America Fund XI L.P.

KKR Associates North America XI L.P.

KKR North America XI Limited

KKR Fund Holdings L.P.

KKR Fund Holdings GP Limited

KKR Group Holdings L.P.

KKR Group Limited

KKR & Co. L.P.

KKR Management LLC

Henry R. Kravis

George R. Roberts

 

(b)

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

 

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

 

The principal business office for George R. Roberts is:

 

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

 

(c)

Citizenship:
See Item 4 of each cover page.

 

(d)

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

 

(e)

CUSIP Number:
69354M108

 

15



 

Item 3.

 

 

 

Not applicable.

 

 

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

KKR PRA Investors L.P. holds 39,933,657 shares of Common Stock, or 66.8% of the outstanding shares of Common Stock based on 59,808,888 shares of Common Stock outstanding as of the completion of the Issuer’s initial public offering on November 18, 2014 (including the exercise of the underwriters’ option to purchase additional shares), as reported in the Issuer’s prospectus dated November 12, 2014, filed with the Securities and Exchange Commission on November 14, 2014 and the Issuer’s Form 8-K filed with the Securities and Exchange Commission on November 18, 2014.

 

Each of KKR PRA Investors GP LLC (“KKR PRA GP”) (as the general partner of KKR PRA Investors L.P.), KKR North America Fund XI L.P. (“KKR North America XI”) (as the sole member of KKR PRA GP), KKR Associates North America XI L.P. (“KKR Associates North America”) (as the general partner of KKR North America XI), KKR North America XI Limited (“KKR North America Limited”) (as the general partner of KKR Associates North America), KKR Fund Holdings L.P. (“KKR Fund Holdings”) (as the sole shareholder of KKR North America Limited); KKR Fund Holdings GP Limited (“KKR Fund Holdings GP”) (as a general partner of KKR Fund Holdings); 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 KKR PRA Investors L.P.

 

KKR PRA GP, KKR North America XI, KKR Associates North America, KKR North America Limited, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR & Co. and KKR Management disclaim beneficial ownership of such securities.

 

As the designated members of KKR Management, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities held by KKR PRA Investors L.P. but disclaim beneficial ownership of such securities.

 

(b)

Percent of class:   

See Item 4(a) above.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Item 5 of each cover page.

 

 

(ii)

Shared power to vote or to direct the vote    

See Item 6 of each cover page.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Item 7 of each cover page.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Item 8 of each cover page.

 

 

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

16



 

Item 6.

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

 

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the persons named in Item 4 above and the partners, members, affiliates and shareholders of the Reporting Persons and of the other persons named in Item 4 above has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

 

 

Item 7.

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

 

Not applicable.

 

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

 

Item 10.

Certifications.

 

Not applicable.

 

17



 

SIGNATURES

 

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

 

Dated: February 13, 2015

 

 

KKR PRA INVESTORS L.P.

 

By: KKR PRA Investors GP LLC, its general partner

 

 

 

By:

/s/Terence Gallagher

 

Name:

Terence Gallagher

 

Title:

Attorney-in-fact for William J. Janetschek, Vice President

 

 

 

KKR PRA 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 Fund Holdings GP Limited, its general partner

 

 

 

By:

/s/ Terence Gallagher

 

Name:

Terence Gallagher

 

Title:

Attorney-in-fact for William J. Janetschek, Director

 

18



 

 

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

 

 

 

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

 

19



 

EXHIBITS

 

Exhibit
Number

 

Title

 

 

 

1

 

Joint Filing Agreement, dated as of February 13, 2015, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 

 

2

 

Power of Attorneys granted by Henry R. Kravis, George R. Roberts and William J. Janetschek

 

20


EX-1 2 a15-4155_2ex1.htm EX-1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.01 per share, of PRA Health Sciences, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 13, 2015.

 

 

KKR PRA INVESTORS L.P.

 

By: KKR PRA Investors GP LLC, its general partner

 

 

 

 

 

By:

/s/Terence Gallagher

 

Name:

Terence Gallagher

 

Title:

Attorney-in-fact for William J. Janetschek, Vice President

 

 

 

KKR PRA 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 Fund Holdings GP Limited, its 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

 

 

 

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

 


EX-2 3 a15-4155_2ex2.htm EX-2

Exhibit 2

 

POWER OF ATTORNEY

 

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

 

/s/ Henry R. Kravis

 

Name: Henry R. Kravis

 

Date: May 28, 2014

 



 

POWER OF ATTORNEY

 

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

 

/s/ George R. Roberts

 

Name: George R. Roberts

 

Date: May 28, 2014

 



 

POWER OF ATTORNEY

 

Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

 

/s/ William J. Janetschek

 

Name: William J. Janetschek

 

Date: May 28, 2014