13D Filing: Kkr Credit Advisors (us) LLC and Quorum Health Corp (QHC)

 

Explanatory Note

 

This Amendment No. 2 to the Schedule 13D (this Amendment No. 2) filed by the Reporting Persons (as defined below) relates to the acquisition of an additional 835,000 shares of common stock, par value $0.0001 per share (the Common Stock), of Quorum Health Corporation., a Delaware corporation (the Issuer) by the Reporting Persons since the date of the Amendment No. 1 to the Schedule 13D filed on April 11, 2017 (the Amendment No. 1).  This Amendment No. 2 amends and supplements the Schedule 13D filed on March 30, 2017, as amended by the Amendment No. 1 (as so amended, this Schedule 13D), filed with respect to the Common Stock of the Issuer.  Except as otherwise specified in this Amendment No. 2, all previous Items are unchanged.  Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

 

Item 2.   Identity and Background

 

(a), (f) This statement on Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended, by:

 

(i)                         KKR Credit Fund Advisors LLC, a Delaware limited liability company (KCFA);

 

(ii)                      KKR Credit Advisors (US) LLC, a Delaware limited liability company (KCA);

 

(iii)                   Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (Kohlberg Kravis Roberts & Co.);

 

(iv)                  KKR Management Holdings L.P., a Delaware limited partnership (KKR Management Holdings);

 

(v)                     KKR Management Holdings Corp., a Delaware corporation (KKR Management Holdings Corp.);

 

(vi)                  Powell Investors II Limited Partnership, a Cayman Islands limited partnership (Powell);

 

(vii)               KKR Special Situations Fund II Limited, a Cayman Islands limited company (Fund II Limited);

 

(viii)            KKR Special Situations (EEA) Fund II L.P., a limited partnership organized under the laws of England and Wales (Fund II LP);

 

(ix)                  KKR Associates Special Situations (EEA) II Limited, a Cayman Islands limited company (KKR Associates II);

 

(x)                     KKR Special Situations (Offshore) II Limited, a Cayman Islands limited company (Offshore II Limited and collectively with the entities listed in items (i) and (vi) through (ix), referred to herein as the Additional Reporting Persons);

 

(xi)                  KKR Fund Holdings L.P., a Cayman Islands limited partnership (KKR Fund Holdings);

 

(xii)               KKR Fund Holdings GP Limited, a Cayman Islands limited company (KKR Fund Holdings GP);

 

(xiii)            KKR Group Holdings L.P., a Cayman Islands limited partnership (KKR Group Holdings);

 

(xiv)           KKR Group Limited, a Cayman Islands limited company (KKR Group);

 

(xv)              KKR & Co. L.P., a Delaware limited partnership (KKR & Co.);

 

(xvi)           KKR Management LLC, a Delaware limited liability company (KKR Management);

 

(xvii)        Henry R. Kravis, a United States citizen; and

 

(xviii)     George R. Roberts, a United States citizen (the entities and persons listed in items (i) through (xviii) are collectively referred to herein as the Reporting Persons).

 

KCA acts, including through its subsidiaries (including KCFA), as an investment advisor for a number of client accounts (the Client Accounts), which Client Accounts purchased the securities reported herein.  Kohlberg Kravis Roberts & Co. is the holder of all of the outstanding equity interests in KCA. KKR Management Holdings is a general partner of one of the Client Accounts and is the general partner of Kohlberg Kravis Roberts & Co. and KKR Management Holdings Corp. is the general partner of KKR Management Holdings.

 

Fund II Limited is the general partner of Powell.  Fund II LP is the general partner of Fund II Limited.  KKR Associates II is the general partner of Fund II LP.  Offshore II Limited is the general partner of KKR Associates II.  KKR Fund Holdings is the general partner of Offshore Limited II and an indirect general partner of certain of the other Client Accounts. KKR Fund Holdings GP is the general partner of KKR Fund Holdings.

 

KKR Group Holdings is the sole shareholder of KKR Management Holdings Corp. and KKR Fund Holdings GP and a general partner of KKR Fund Holdings.  KKR Group is the general partner of KKR

 

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