Filing Details

Accession Number:
0001140361-18-007224
Form Type:
13G Filing
Publication Date:
2018-02-13 16:59:03
Filed By:
Kkr North America Fund Xi L.p.
Company:
Ingersoll Rand Inc. (NYSE:IR)
Filing Date:
2018-02-13
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 121,157,473 0 121,157,473 0 121,157,473 61.8%
KKR Renaissance Aggregator GP 121,157,473 0 121,157,473 0 121,157,473 61.8%
KKR North America Fund XI 121,157,473 0 121,157,473 0 121,157,473 61.8%
KKR Associates North America XI 121,157,473 0 121,157,473 0 121,157,473 61.8%
KKR North America XI Limited 121,157,473 0 121,157,473 0 121,157,473 61.8%
KKR Fund Holdings 121,157,473 0 121,157,473 0 121,157,473 61.8%
KKR Fund Holdings GP Limited 121,157,473 0 121,157,473 0 121,157,473 61.8%
KKR Group Holdings 121,157,473 0 121,157,473 0 121,157,473 61.8%
KKR Group Limited 121,157,473 0 121,157,473 0 121,157,473 61.8%
KKR Co 121,157,473 0 121,157,473 0 121,157,473 61.8%
KKR Management 121,157,473 0 121,157,473 0 121,157,473 61.8%
Henry R. Kravis 0 121,157,473 0 121,157,473 121,157,473 61.8%
George R. Roberts 0 121,157,473 0 121,157,473 121,157,473 61.8%
Filing

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

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.     )*



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, 2017
(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).
 

13G

CUSIP No. 36555P107
 
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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
1
NAME OF REPORTING PERSON
 
 
KKR Group 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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
1
NAME OF REPORTING PERSON
 
 
KKR Group 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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
1
NAME OF REPORTING PERSON
 
 
KKR & Co. 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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
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
 
 
121,157,473
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
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
 
 
121,157,473
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
13G
 
CUSIP No. 36555P107
 
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
 
 
121,157,473
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
121,157,473
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
121,157,473
 
 
 
 
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)
 
 
61.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
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 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 L.P. (“KKR Group Holdings”)
KKR Group Limited (“KKR Group”)
KKR & Co. L.P. (“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 121,157,473 shares of Common Stock, or 61.8% of the outstanding shares of Common Stock based on 196,010,861 shares of Common Stock outstanding as of September 30, 2017, as reported in the prospectus dated November 15, 2017, filed by the Issuer with the Securities and Exchange Commission on November 17, 2017.

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 Group (as the general partner of KKR Group Holdings); KKR & Co. (as the sole shareholder of KKR Group); and KKR Management (as the general partner 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 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 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.
 
Not applicable.

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, 2018

 
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 L.P., a general partner
By: KKR Group Limited, its general partner
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director
   
 
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 L.P.
 
By: KKR Group Limited, its general partner
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director
   
 
KKR GROUP LIMITED
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director
   
 
KKR & CO. L.P.
 
By: KKR Management LLC, its general partner
     
 
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
   
 
Joint Filing Agreement, dated as of February 13, 2018, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
   
 
Power of Attorneys granted by Henry R. Kravis, George R. Roberts and William J. Janetschek
 
 
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