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Filing Details

Accession Number:: 0001140361-19-003042
Form Type:: 13G Filing
Publication Date:: 2019-02-13 16:24:51

Filed By:: Kkr North America Fund Xi L.p.
Company:: Ingersoll Rand Inc. (NYSE:IR)
Filing Date:: 2019-02-13
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
KKR Renaissance Aggregator	70,671,135	0	70,671,135	0	70,671,135	35.6%
KKR Renaissance Aggregator GP	70,671,135	0	70,671,135	0	70,671,135	35.6%
KKR North America Fund XI	70,671,135	0	70,671,135	0	70,671,135	35.6%
KKR Associates North America XI	70,671,135	0	70,671,135	0	70,671,135	35.6%
KKR North America XI Limited	70,671,135	0	70,671,135	0	70,671,135	35.6%
KKR Fund Holdings	70,671,135	0	70,671,135	0	70,671,135	35.6%
KKR Fund Holdings GP Limited	70,671,135	0	70,671,135	0	70,671,135	35.6%
KKR Group Holdings Corp	70,671,135	0	70,671,135	0	70,671,135	35.6%
KKR Co. Inc	70,671,135	0	70,671,135	0	70,671,135	35.6%
KKR Management	70,671,135	0	70,671,135	0	70,671,135	35.6%
Henry R. Kravis	0	70,671,135	0	70,671,135	70,671,135	35.6%
George R. Roberts	0	70,671,135	0	70,671,135	70,671,135	35.6%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Gardner Denver Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36555P107

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	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. 36555P107

13G

1	NAME OF REPORTING PERSON
	KKR Renaissance Aggregator L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
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
			70,671,135

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			70,671,135

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 36555P107

13G

1	NAME OF REPORTING PERSON
	KKR Renaissance Aggregator GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
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
			70,671,135

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			70,671,135

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 36555P107

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)☐
	(b)☐
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
			70,671,135

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			70,671,135

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 36555P107

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)☐
	(b)☐
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
			70,671,135

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			70,671,135

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 36555P107

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)☐
	(b)☐
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
			70,671,135

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			70,671,135

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 36555P107

13G

1	NAME OF REPORTING PERSON
	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	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			70,671,135

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			70,671,135

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 36555P107

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)☐
	(b)☐
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
			70,671,135

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			70,671,135

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 36555P107

13G

1	NAME OF REPORTING PERSON
	KKR Group Holdings Corp.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
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
			70,671,135

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			70,671,135

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 36555P107

13G

1	NAME OF REPORTING PERSON
	KKR & Co. Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
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
			70,671,135

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			70,671,135

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 36555P107

13G

1	NAME OF REPORTING PERSON
	KKR Management LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
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
			70,671,135

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			70,671,135

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 36555P107

13G

1	NAME OF REPORTING PERSON
	Henry R. Kravis

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
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
			70,671,135

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			70,671,135

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 36555P107

13G

1	NAME OF REPORTING PERSON
	George R. Roberts

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☐
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
			70,671,135

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			70,671,135

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,671,135

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	35.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

STATEMENT ON SCHEDULE 13G

This is Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2018. 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. 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 Gardner Denver Holdings, Inc. (the “Issuer”).

Item 1.

(a)

Name of Issuer:

Gardner Denver Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

222 East Erie Street, Suite 500, Milwaukee, Wisconsin 53202

Item 2.

(a)

Name of Person Filing:

KKR Renaissance Aggregator L.P.

KKR Renaissance Aggregator GP LLC (“KKR Renaissance GP”)

KKR North America Fund XI L.P. (“KKR North America Fund XI”)

KKR Associates North America XI L.P. (“KKR Associates North America”)

KKR North America XI Limited (“KKR North America Limited”)

KKR Fund Holdings L.P. (“KKR Fund Holdings”)

KKR Fund Holdings GP Limited (“KKR Fund Holdings GP”)

KKR Group Holdings Corp. (“KKR Group Holdings”)

KKR & Co. Inc. (“KKR & Co.”)

KKR Management LLC (“KKR Management”)

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:

36555P107

Item 3.

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

KKR Renaissance Aggregator L.P. holds 70,671,135 shares of Common Stock, or 35.6% of the outstanding shares of Common Stock based on 198,762,737 shares of Common Stock outstanding as of October 24, 2018, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on October 29, 2018.

Each of KKR Renaissance GP (as the general partner of KKR Renaissance Aggregator L.P.); KKR North America Fund XI (as the sole member of KKR Renaissance GP); KKR Associates North America (as the general partner of KKR North America Fund XI); KKR North America Limited (as the general partner of KKR Associates North America); KKR Fund Holdings (as the sole shareholder of KKR North America 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); and KKR Management (as the Class B common stockholder of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by KKR Renaissance Aggregator L.P.

KKR Renaissance GP, KKR North America Fund XI, KKR Associates North America, KKR North America Limited, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, 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 Renaissance Aggregator 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.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

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

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 and the partners, members, affiliates and 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, 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.

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, 2019

	KKR RENAISSANCE AGGREGATOR L.P.

	By: KKR Renaissance Aggregator GP LLC, its general partner

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact for William J. Janetschek, Vice President

	KKR RENAISSANCE AGGREGATOR GP LLC

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. 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 P. Gallagher
	Name:	Terence P. 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 P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR NORTH AMERICA XI LIMITED

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

	KKR FUND HOLDINGS GP LIMITED

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR GROUP HOLDINGS CORP.

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

	KKR & CO. INC.

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

	KKR MANAGEMENT LLC

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

	HENRY R. KRAVIS

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact

	GEORGE R. ROBERTS

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact

EXHIBITS

Exhibit Number		Title

1		Joint Filing Agreement, dated as of February 13, 2019.

2		Power of Attorneys granted by Henry R. Kravis, George R. Roberts and William J. Janetschek (previously filed with the Schedule 13G filed on February 13, 2018 and incorporated herein by reference)