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

Published on May 26, 2017 at 12:07 pm by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
KKR Credit Fund Advisors 2,513,651 0 2,513,651 0 2,513,651 8.3%
KKR Credit Advisors (US) 2,853,781 0 2,853,781 0 2,853,781 9.4%
Kohlberg Kravis Roberts Co 2,853,781 0 2,853,781 0 2,853,781 9.4%
KKR Management Holdings 2,853,781 0 2,853,781 0 2,853,781 9.4%
KKR Management Holdings Corp 2,853,781 0 2,853,781 0 2,853,781 9.4%
Powell Investors II Limited Partnership 2,513,651 0 2,513,651 0 2,513,651 8.3%
KKR Special Situations Fund II Limited 2,513,651 0 2,513,651 0 2,513,651 8.3%
KKR Special Situations (EEA) Fund II 2,513,651 0 2,513,651 0 2,513,651 8.3%
KKR Associates Special Situations (EEA) II Limited 2,513,651 0 2,513,651 0 2,513,651 8.3%
KKR Special Situations (Offshore) II Limited 2,513,651 0 2,513,651 0 2,513,651 8.3%
KKR Fund Holdings 2,853,781 0 2,853,781 0 2,853,781 9.4%
KKR Fund Holdings GP Limited 2,853,781 0 2,853,781 0 2,853,781 9.4%
KKR Group Holdings 2,853,781 0 2,853,781 0 2,853,781 9.4%
KKR Group Limited 2,853,781 0 2,853,781 0 2,853,781 9.4%
KKR Co 2,853,781 0 2,853,781 0 2,853,781 9.4%
KKR Management 2,853,781 0 2,853,781 0 2,853,781 9.4%
Henry R. Kravis 0 2,853,781 0 2,853,781 2,853,781 9.4%
George R. Roberts 0 2,853,781 0 2,853,781 2,853,781 9.4%

Page 1 of 26 – SEC Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934*
(Amendment No. 2)

 

Quorum Health Corporation

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

74909E106

(CUSIP Number)

 

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

(212) 750-8300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 19, 2017

(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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240. 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons 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).

 

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Page 2 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR Credit Fund Advisors LLC

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,513,651

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,513,651

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,513,651

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.3%

 

 

14

Type of Reporting Person (See Instructions)
IA

 

2

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Page 3 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR Credit Advisors (US) LLC

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,853,781

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,853,781

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
IA

 

3

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Page 4 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
Kohlberg Kravis Roberts & Co. L.P.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,853,781

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,853,781

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

4

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Page 5 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR Management Holdings L.P.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,853,781

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,853,781

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

5

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Page 6 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR Management Holdings Corp.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,853,781

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,853,781

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

6

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Page 7 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
Powell Investors II Limited Partnership

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,513,651

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,513,651

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,513,651

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.3%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

7

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Page 8 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR Special Situations Fund II Limited

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,513,651

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,513,651

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,513,651

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.3%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

8

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Page 9 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR Special Situations (EEA) Fund II L.P.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
England and Wales

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,513,651

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,513,651

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,513,651

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.3%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

9

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Page 10 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR Associates Special Situations (EEA) II Limited

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,513,651

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,513,651

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,513,651

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.3%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

10

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Page 11 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR Special Situations (Offshore) II Limited

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,513,651

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,513,651

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,513,651

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.3%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

11

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Page 12 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR Fund Holdings L.P.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,853,781

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,853,781

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

12

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Page 13 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
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

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,853,781

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,853,781

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

13

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Page 14 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR Group Holdings L.P.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,853,781

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,853,781

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

14

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Page 15 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
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

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,853,781

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,853,781

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

15

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Page 16 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
KKR & Co. L.P.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,853,781

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,853,781

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

 

16

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Page 17 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
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

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,853,781

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,853,781

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
OO

 

17

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Page 18 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
Henry R. Kravis

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
2,853,781

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,853,781

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

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Page 19 of 26 – SEC Filing

 

SCHEDULE 13D

CUSIP No.  74909E106

 

 

1

Names of Reporting Persons
George R. Roberts

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
2,853,781

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,853,781

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,853,781

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.4%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

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Page 20 of 26 – SEC Filing

 

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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Page 21 of 26 – SEC Filing

 

Group Holdings. KKR & Co. is the sole shareholder of KKR Group. KKR Management is the general partner of KKR & Co. Messrs. Kravis and Roberts are the designated members of KKR Management.

 

The executive officers of KCA are Nathaniel Zilkha, Alan Burke, Todd Builione, Edward Brandman, Jeffrey Van Horn, Nicole Macarchuk, and Annette ODonnell-Butner. Each of Ms. Macarchuk and Mr. Van Horn is a director of Fund II Limited and KKR Associates II.  Each of Ms. Macarchuk and Messrs. Van Horn and William J. Janetschek and David J. Sorkin is a director of Offshore II Limited.  Each of Messrs. Janetschek, Sorkin and Todd A. Fisher is a director of KKR Management Holdings Corp., KKR Fund Holdings GP and KKR Group. Each of Messrs. Kravis, Roberts, Janetschek and Sorkin is an executive officer of KKR Fund Holdings GP and KKR Group.  Each of Messrs. Kravis, Roberts, Janetschek, Fisher and Sorkin is an executive officer of KKR Management.

 

Each of Messrs. Fisher, Janetschek, Sorkin, Zilkha, Builione, Brandman, and Van Horn and Mses. Macarchuk and ODonnell-Butner is a United States citizen. Mr. Burke is a citizen of Ireland.

 

(b)           The address of the principal business office of Kohlberg Kravis Roberts & Co., KKR Management Holdings, KKR Management Holdings Corp., KKR Fund Holdings, KKR Fund Holdings GP, Offshore II Limited, KKR Group Holdings, KKR Group, KKR & Co., KKR Management and Messrs. Kravis, Fisher, Janetschek and Sorkin is:

 

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

9 West 57th Street, Suite 4200

New York, NY 10019

 

The address of the principal business office of Mr. Roberts is:

 

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

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

 

The address of the principal business office of KCA, KCFA, Powell, Fund II Limited, Fund II LP, KKR Associates II and Messrs. Zilkha, Burke, Builione, Brandman, and Van Horn and Mses. Macarchuk and ODonnell-Butner is:

 

c/o KKR Credit Advisors (US) LLC

555 California Street, 50th Floor

San Francisco, CA 94104

 

(c)           Each of Kohlberg, Kravis, Roberts & Co., KKR Management Holdings, KKR Management Holdings Corp., KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR & Co. and KKR Management is principally engaged as a holding company for subsidiaries engaged in the investment management business.

 

Powell is principally engaged in the business of investing in securities.  Fund II Limited, Fund II LP, KKR Associates II and Offshore II Limited are principally engaged in the business of being the general partner of investment entities affiliated with KKR Fund Holdings, including, directly or indirectly, Powell.

 

KCA and KCFA are principally engaged in the investment management business.

 

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Fisher, Janetschek, Sorkin, Zilkha, Burke, Builione, Brandman, and Van Horn and Mses. Macarchuk and ODonnell-Butner is as an executive of Kohlberg Kravis Roberts & Co. L.P. 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 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 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,

 

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Page 22 of 26 – SEC Filing

 

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 3.   Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended and restated in its entirety as follows:

 

KCA acts, including through its subsidiaries including KCFA, as an investment advisor for a number of Client Accounts, including Powell, which Client Accounts purchased the securities reported herein as beneficially owned for a total purchase price of approximately $17,550,753. The source of funds for such transactions was cash available in the Client Accounts.

 

Item 5.  Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety to read as follows:

 

(a)-(b) As an investment advisor or the parent of an investment advisor, to a number of Client Accounts, as of May 22, 2017, KCA may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) 2,853,781 shares of Common Stock (the Total Reported Shares), which represents approximately 9.4% of the Common Stock outstanding, based on 30,303,900 shares of Common Stock outstanding as of May 10, 2017, as reported in the Issuers Form 10-Q, filed with the Securities and Exchange Commission on May 15, 2017.

 

As of May 22, 2017, Powell has directly acquired, and may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) 2,513,651 shares of Common Stock (which, for the avoidance of doubt, are included in the Total Reported Shares), which represents approximately 8.3% of the Common Stock outstanding. In addition, as an investment advisor to Powell, KCFA, a direct wholly-owned subsidiary of KCA, may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) a total of 2,513,651 shares of Common Stock (which, for the avoidance of doubt, are included in the Total Reported Shares), which represents approximately 8.3% of the Common Stock outstanding.

 

Each of Kohlberg Kravis Roberts & Co. (as the holder of all of the outstanding equity interests in KCA), KKR Management Holdings (as a general partner of one of the Client Accounts and the general partner of Kohlberg Kravis Roberts & Co.), KKR Management Holdings Corp. (as the general partner of KKR Management Holdings), Fund II Limited (as the general partner of Powell), Fund II LP (as the general partner of Fund II Limited), KKR Associates II (as the general partner of Fund II LP), Offshore II Limited (as the general partner of KKR Associates II), KKR Fund Holdings (as an indirect general partner of certain of the Client Accounts, including Powell), KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the holder of all of the outstanding equity interests in KKR Fund Holdings GP, a general partner of KKR Fund Holdings, and the sole shareholder of KKR Management Holdings Corp.), KKR Group (as the general partner of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the general partner of KKR & Co.) and Messrs. Kravis and Roberts (as the designated members of KKR Management) may also be deemed to beneficially own some or all of the shares of Common Stock owned by the Client Accounts and reported herein.  None of Messrs. Fisher, Janetschek, Sorkin, Zilkha, Burke, Builione, Brandman, or Van Horn or Mses. Macarchuk or ODonnell-Butner beneficially owns any shares of Common Stock.  The filing of this Schedule 13D shall not be construed as an admission that any person listed in Item 2 or this Item 5 is the beneficial owner of any securities covered by this statement.

 

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Page 23 of 26 – SEC Filing

 

(c) The Client Accounts acquired a total of 835,000 shares of Common Stock in open market purchases on the New York Stock Exchange since the date of the Amendment No. 1 as follows:

 

Date

 

Shares of Common
Stock Purchased

 

Weighted Average
Purchase Price

 

5/10/2017

 

140,000.00

 

$

          3.9962

 

5/11/2017

 

75,000.00

 

$

          3.9912

 

5/12/2017

 

100,000.00

 

$

          3.9396

 

5/15/2017

 

20,000.00

 

$

          3.3146

 

5/19/2017

 

500,000.00

 

$

          3.6517

 

 

(d) The disclosure in Item 3 and Item 4 is incorporated herein by reference.

 

(e) Not applicable.

 

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Page 24 of 26 – SEC Filing

 

SIGNATURES

 

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

 

Dated: May 22, 2017

 

 

 

KKR CREDIT FUND ADVISORS LLC

 

 

 

 

By:

/s/ Jeffrey B. Van Horn

 

 

Name: Jeffrey B. Van Horn

 

 

Title: Vice President

 

 

 

 

KKR CREDIT ADVISORS (US) LLC

 

 

 

 

By:

/s/ Jeffrey B. Van Horn

 

 

Name: Jeffrey B. Van Horn

 

 

Title: Chief Financial Officer

 

 

 

 

 

KOHLBERG KRAVIS ROBERTS & CO. L.P.

 

 

 

 

By:

/s/ Terence Gallagher

 

 

Name: Terence Gallagher

 

 

Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

 

KKR MANAGEMENT HOLDINGS L.P.

 

 

 

 

By:

KKR Management Holdings Corp., its general partner

 

 

 

 

By:

/s/ Terence Gallagher

 

 

Name: Terence Gallagher

 

 

Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

KKR MANAGEMENT HOLDINGS CORP.

 

 

 

 

By:

/s/ Terence Gallagher

 

 

Name: Terence Gallagher

 

 

Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

 

 

POWELL INVESTORS II LIMITED PARTNERSHIP

 

 

 

 

By:

KKR Special Situations Fund II Limited, its general partner

 

 

 

 

By:

/s/ Jeffrey B. Van Horn

 

 

Name: Jeffrey B. Van Horn

 

 

Title: Director

 

 

 

 

KKR SPECIAL SITUATIONS FUND II LIMITED

 

 

 

 

By:

/s/ Jeffrey B. Van Horn

 

 

Name: Jeffrey B. Van Horn

 

 

Title: Director

 

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Page 25 of 26 – SEC Filing

 

 

 

KKR SPECIAL SITUATIONS (EEA) FUND II L.P.

 

 

 

 

By:

KKR Associates Special Situations (EEA) II Limited, its general partner

 

 

 

 

By:

/s/ Jeffrey B. Van Horn

 

 

Name: Jeffrey B. Van Horn

 

 

Title: Director

 

 

 

 

 

KKR ASSOCIATES SPECIAL SITUATIONS (EEA) II LIMITED

 

 

 

 

By:

/s/ Jeffrey B. Van Horn

 

 

Name: Jeffrey B. Van Horn

 

 

Title: Director

 

 

 

 

 

KKR SPECIAL SITUATIONS (OFFSHORE) II LIMITED

 

 

 

 

By:

/s/ Jeffrey B. Van Horn

 

 

Name: Jeffrey B. Van Horn

 

 

Title: Director

 

 

 

 

 

KKR FUND HOLDINGS L.P.

 

 

 

 

By:

KKR Fund Holdings GP Limited, a 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

 

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Page 26 of 26 – SEC Filing

 

 

 

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, Director

 

 

 

 

 

KKR MANAGEMENT LLC

 

 

 

 

By:

/s/ Terence Gallagher

 

 

Name: Terence Gallagher

 

 

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

 

 

 

 

 

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

 

26

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