Form SC 13D/A AMERISOURCEBERGEN CORP Filed by: KKR Fund Holdings L.P.
�
� |
UNITED STATES |
� |
� |
SECURITIES AND EXCHANGE COMMISSION |
� |
� |
Washington, D.C. 20549 |
� |
� |
� |
� |
� |
SCHEDULE 13D |
� |
�
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
�
AmerisourceBergen Corporation
(Name of Issuer)
�
Common Stock, par value $.01 per share
(Title of Class of Securities)
�
03073E105
(CUSIP Number)
�
Simone Retter Alliance Sant� Participations S.A. 14, avenue du X Septembre L-2550 Luxembourg Grand Duchy of Luxembourg + 352 27 99 01 03 |
� |
David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P. 9 West 57th�Street, Suite 4200 New York, New York 10019 Telephone: (212) 750-8300 |
� |
� |
� |
With a copy to: � Benjamin Burman Darrois Villey Maillot Brochier 69, avenue Victor Hugo 75116 Paris, France +33 1 45 02 1919 |
� |
With a copy to: � Mark D. Pflug, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 |
�
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
�
January 23, 2015
(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 � 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 � 240.13d-7(b) for other parties to whom copies are to be sent.
*�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).
�
�
13D
�
CUSIP No.� �03073E105 |
� |
� | |||||
� | |||||||
� |
1 |
Name of Reporting Person | |||||
� | |||||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
� |
� |
(a) |
�o | ||||
� |
� |
(b) |
�x | ||||
� | |||||||
� |
3 |
SEC Use Only | |||||
� | |||||||
� |
4 |
Source of Funds (See Instructions) | |||||
� | |||||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||||
� | |||||||
� |
6 |
Citizenship or Place of Organization | |||||
� | |||||||
Number of |
7 |
Sole Voting Power | |||||
� | |||||||
8 |
Shared Voting Power | ||||||
� | |||||||
9 |
Sole Dispositive Power | ||||||
� | |||||||
10 |
Shared Dispositive Power | ||||||
� | |||||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
� | |||||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||||
� | |||||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||||
� | |||||||
� |
14 |
Type of Reporting Person (See Instructions) | |||||
�
�
13D
�
CUSIP No.� �03073E105 |
� |
� | |||||
� | |||||||
� |
1 |
Name of Reporting Person | |||||
� | |||||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
� |
� |
(a) |
�o | ||||
� |
� |
(b) |
�x | ||||
� | |||||||
� |
3 |
SEC Use Only | |||||
� | |||||||
� |
4 |
Source of Funds (See Instructions) | |||||
� | |||||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||||
� | |||||||
� |
6 |
Citizenship or Place of Organization | |||||
� | |||||||
Number of |
7 |
Sole Voting Power | |||||
� | |||||||
8 |
Shared Voting Power | ||||||
� | |||||||
9 |
Sole Dispositive Power | ||||||
� | |||||||
10 |
Shared Dispositive Power | ||||||
� | |||||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
� | |||||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||||
� | |||||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||||
� | |||||||
� |
14 |
Type of Reporting Person (See Instructions) | |||||
�
�
13D
�
CUSIP No.� �03073E105 |
� |
� | |||||
� | |||||||
� |
1 |
Name of Reporting Person | |||||
� | |||||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
� |
� |
(a) |
�o | ||||
� |
� |
(b) |
�x | ||||
� | |||||||
� |
3 |
SEC Use Only | |||||
� | |||||||
� |
4 |
Source of Funds (See Instructions) | |||||
� | |||||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||||
� | |||||||
� |
6 |
Citizenship or Place of Organization | |||||
� | |||||||
Number of |
7 |
Sole Voting Power | |||||
� | |||||||
8 |
Shared Voting Power | ||||||
� | |||||||
9 |
Sole Dispositive Power | ||||||
� | |||||||
10 |
Shared Dispositive Power | ||||||
� | |||||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
� | |||||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||||
� | |||||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||||
� | |||||||
� |
14 |
Type of Reporting Person (See Instructions) | |||||
�
�
13D
�
CUSIP No.� �03073E105 |
� |
� | |||||
� | |||||||
� |
1 |
Name of Reporting Person | |||||
� | |||||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
� |
� |
(a) |
�o | ||||
� |
� |
(b) |
�x | ||||
� | |||||||
� |
3 |
SEC Use Only | |||||
� | |||||||
� |
4 |
Source of Funds (See Instructions) | |||||
� | |||||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||||
� | |||||||
� |
6 |
Citizenship or Place of Organization | |||||
� | |||||||
Number of |
7 |
Sole Voting Power | |||||
� | |||||||
8 |
Shared Voting Power | ||||||
� | |||||||
9 |
Sole Dispositive Power | ||||||
� | |||||||
10 |
Shared Dispositive Power | ||||||
� | |||||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
� | |||||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||||
� | |||||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||||
� | |||||||
� |
14 |
Type of Reporting Person (See Instructions) | |||||
�
�
13D
�
CUSIP No.� �03073E105 |
� |
� | |||||
� | |||||||
� |
1 |
Name of Reporting Person | |||||
� | |||||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
� |
� |
(a) |
�o | ||||
� |
� |
(b) |
�x | ||||
� | |||||||
� |
3 |
SEC Use Only | |||||
� | |||||||
� |
4 |
Source of Funds (See Instructions) | |||||
� | |||||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||||
� | |||||||
� |
6 |
Citizenship or Place of Organization | |||||
� | |||||||
Number of |
7 |
Sole Voting Power | |||||
� | |||||||
8 |
Shared Voting Power | ||||||
� | |||||||
9 |
Sole Dispositive Power | ||||||
� | |||||||
10 |
Shared Dispositive Power | ||||||
� | |||||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
� | |||||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||||
� | |||||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||||
� | |||||||
� |
14 |
Type of Reporting Person (See Instructions) | |||||
�
�
13D
�
CUSIP No.� �03073E105 |
� |
� | |||||
� | |||||||
� |
1 |
Name of Reporting Person | |||||
� | |||||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
� |
� |
(a) |
�o | ||||
� |
� |
(b) |
�x | ||||
� | |||||||
� |
3 |
SEC Use Only | |||||
� | |||||||
� |
4 |
Source of Funds (See Instructions) | |||||
� | |||||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||||
� | |||||||
� |
6 |
Citizenship or Place of Organization | |||||
� | |||||||
Number of |
7 |
Sole Voting Power | |||||
� | |||||||
8 |
Shared Voting Power | ||||||
� | |||||||
9 |
Sole Dispositive Power | ||||||
� | |||||||
10 |
Shared Dispositive Power | ||||||
� | |||||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
� | |||||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||||
� | |||||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||||
� | |||||||
� |
14 |
Type of Reporting Person (See Instructions) | |||||
�
�
13D
�
CUSIP No.� �03073E105 |
� |
� | |||||
� | |||||||
� |
1 |
Name of Reporting Person | |||||
� | |||||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
� |
� |
(a) |
�o | ||||
� |
� |
(b) |
�x | ||||
� | |||||||
� |
3 |
SEC Use Only | |||||
� | |||||||
� |
4 |
Source of Funds (See Instructions) | |||||
� | |||||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||||
� | |||||||
� |
6 |
Citizenship or Place of Organization | |||||
� | |||||||
Number of |
7 |
Sole Voting Power | |||||
� | |||||||
8 |
Shared Voting Power | ||||||
� | |||||||
9 |
Sole Dispositive Power | ||||||
� | |||||||
10 |
Shared Dispositive Power | ||||||
� | |||||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
� | |||||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||||
� | |||||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||||
� | |||||||
� |
14 |
Type of Reporting Person (See Instructions) | |||||
�
�
13D
�
CUSIP No.� �03073E105 |
� |
� | |||||
� | |||||||
� |
1 |
Name of Reporting Person | |||||
� | |||||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
� |
� |
(a) |
�o | ||||
� |
� |
(b) |
�x | ||||
� | |||||||
� |
3 |
SEC Use Only | |||||
� | |||||||
� |
4 |
Source of Funds (See Instructions) | |||||
� | |||||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ����o | |||||
� | |||||||
� |
6 |
Citizenship or Place of Organization | |||||
� | |||||||
Number of |
7 |
Sole Voting Power | |||||
� | |||||||
8 |
Shared Voting Power | ||||||
� | |||||||
9 |
Sole Dispositive Power | ||||||
� | |||||||
10 |
Shared Dispositive Power | ||||||
� | |||||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
� | |||||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||||
� | |||||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||||
� | |||||||
� |
14 |
Type of Reporting Person (See Instructions) | |||||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
13D
�
CUSIP No. 03073E105 | |||||
� | |||||
� |
1 |
Name of Reporting Person | |||
� | |||||
� |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
� |
� |
(a) |
�o | ||
� |
� |
(b) |
�x | ||
� | |||||
� |
3 |
SEC Use Only | |||
� | |||||
� |
4 |
Source of Funds (See Instructions) | |||
� | |||||
� |
5 |
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)� ���o | |||
� | |||||
� |
6 |
Citizenship or Place of Organization | |||
� | |||||
Number of |
7 |
Sole Voting Power | |||
� | |||||
8 |
Shared Voting Power | ||||
� | |||||
9 |
Sole Dispositive Power | ||||
� | |||||
10 |
Shared Dispositive Power | ||||
� | |||||
� |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
� | |||||
� |
12 |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)�� o | |||
� | |||||
� |
13 |
Percent of Class Represented by Amount in Row (11) | |||
� | |||||
� |
14 |
Type of Reporting Person (See Instructions) | |||
�
�
This Amendment No.�1 supplements and amends the Schedule 13D filed on April�15, 2014 by the Reporting Persons (as defined below) and the Walgreen Reporting Persons (as defined below) (as so amended, the �Schedule 13D�), relating to the common stock, $0.01 par value per share (�Common Stock�), of AmerisourceBergen Corporation, a Delaware corporation (the �Issuer�).� Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.� Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No.�1 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
�
Item�2.�������������������������������� Identity and Background.
�
This Amendment No.�1 to the Schedule 13D is being filed by: (i)�AB Acquisitions Holdings Limited, a private company limited by shares organized under the laws of Gibraltar (�AB Gibco�); (ii)�Alliance Sant� Participations S.A., a Luxembourg soci�t� anonyme (corporation) (�ASP�); (iii)�NEWCIP S.A., a Luxembourg soci�t� anonyme (corporation) (�NEWCIP�); (iv)�Stefano Pessina, a Monaco citizen (�Pessina�); (v)�KKR Sprint (2006)�Limited, a Cayman Islands exempted limited company (�KKR Sprint 2006�); (vi)�KKR 2006 Fund (Overseas), Limited Partnership, a Cayman Islands exempted limited partnership (�KKR 2006 Fund Overseas LP�); (vii)�KKR Associates 2006 (Overseas), Limited Partnership, a Cayman Islands exempted limited partnership (�KKR Associates 2006 Overseas LP�); (viii)�KKR 2006 Limited, a Cayman Islands exempted limited company; (ix)�KKR Sprint (European II) Limited, a Cayman Islands exempted limited company (�KKR Sprint European II�); (x)�KKR European Fund II, Limited Partnership, a Cayman Islands exempted limited partnership (�KKR European Fund II�); (xi)�KKR Associates Europe II, Limited Partnership, a Cayman Islands exempted limited partnership (�KKR Associates Europe II�); (xii)�KKR Europe II Limited, a Cayman Islands exempted limited company; (xiii)�KKR Sprint (KPE) Limited, a Cayman Islands exempted limited company (�KKR Sprint KPE�); (xiv)�KKR PEI Investments, L.P., a Guernsey limited partnership (�KKR PEI Investments�); (xv)�KKR PEI Associates, L.P., a Guernsey limited partnership (�KKR PEI Associates�); (xvi)�KKR PEI GP Limited, a Cayman Islands exempted limited company (� KKR PEI GP �); (xvii)�KKR Fund Holdings LP, a Cayman Islands exempted limited partnership (�KKR Fund Holdings�); (xviii)�KKR Fund Holdings GP Limited, a Cayman Islands exempted limited company (�KKR Fund Holdings GP�); (xix)�KKR Group Holdings L.P., a Cayman Islands exempted limited partnership (�KKR Group Holdings�); (xx)�KKR Group Limited, a Cayman Islands exempted limited company (�KKR Group�); (xxi)�KKR�& Co. L.P., a Delaware limited partnership (�KKR�& Co.�); (xxii)�KKR Management LLC, a Delaware limited liability company (�KKR Management�); (xxiii)�Henry R. Kravis, a United States citizen; and (xxiv)�George R. Roberts, a United States citizen. AB Gibco, ASP, NEWCIP, Pessina, KKR Sprint 2006, KKR 2006 Fund Overseas LP, KKR Associates 2006 Overseas LP, KKR 2006 Limited, KKR Sprint European II, KKR European Fund II, KKR Associates Europe II, KKR Europe II Limited, KKR Sprint KPE, KKR PEI Investments, KKR PEI Associates, KKR PEI GP, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR�& Co., KKR Management, Mr.�Kravis and Mr.�Roberts are collectively referred to as the �Reporting Persons.� The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit�99.11 hereto.
�
The Reporting Persons initially filed a Schedule 13D on April�15, 2014 with (a)�WAB Holdings LLC, a Delaware limited liability company; (b)�Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company; (c)�Bond Drug Company of Illinois, LLC, an Illinois limited liability company; (d)�Walgreen Eastern Co.,�Inc., a New York corporation; (e)�Walgreen Arizona Drug Co., an Arizona corporation; (f)�Walgreen Hastings Co., a Nebraska corporation; (g)�Walgreen Co., an Illinois corporation (�Walgreen�); (h)�Alliance Boots Luxembourg S.� r.l, a Luxembourg soci�t� � responsabilit� limit�e (limited liability company); (i)�Alliance Boots Holdings Limited, a private limited liability company organized under the laws of England and Wales; (j)�AB Acquisitions UK Holdco 7 Limited, a private limited liability company organized under the laws of England and Wales; (k)�AB Acquisitions Limited, a private limited liability company organized under the laws of England and Wales; (l)�Alliance Boots International Limited, a private limited liability company organized under the laws of England and Wales; (m)�Alliance Boots Limited, a private limited liability company organized under the laws of England and Wales; (n)�AB Acquisitions UK Topco Limited, a private limited liability company organized under the laws of England and Wales; (o)�AB Acquisitions Luxco 1 S.� r.l., a Luxembourg soci�t� � responsabilit� limit�e (limited liability company); and (p)�Alliance Boots GmbH, a Swiss Gesellschaft mit beschr�nkter Haftung (limited liability company) (�Alliance Boots,� and collectively, the �Walgreen Reporting Persons�).
�
Prior to December�31, 2014, Alliance Boots was held 55% by AB Gibco and 45% by Walgreen.� Walgreen had an option that provided it the right, but not the obligation, to elect to purchase the remaining 55% interests in Alliance Boots from AB Gibco (the �Second Step Transaction�).� Walgreen, through a subsidiary, exercised this right on August�5, 2014, and the Second Step Transaction closed on December�31, 2014.� Prior to the closing of the Second Step Transaction, Walgreen completed a reorganization, pursuant to which Walgreen became a wholly-owned subsidiary of Walgreens Boots Alliance,�Inc. (�WBA�).� Upon the consummation of the Second Step Transaction, Alliance Boots became wholly-owned indirectly by WBA.� As a result, as of the closing of the Second Step Transaction, the Reporting Persons no longer beneficially own any of the shares of Common Stock held by Alliance Boots.� On January�16, 2015, the Joint Filing Agreement attached as Exhibit�99.1 to the Schedule 13D entered into by and among the Reporting Persons and the Walgreen Reporting Persons was terminated.
�
�
AB Gibco is principally engaged in the business of investing in and holding the securities of subsidiary undertakings.� AB Gibco is jointly-controlled by ASP, KKR Sprint 2006, KKR Sprint European II and KKR Sprint KPE.� NEWCIP is the sole shareholder of ASP and Pessina holds 100% voting control over NEWCIP.� The principal business of ASP and NEWCIP is the holding of investments.� The principal business occupation of Pessina is serving as Executive Vice Chairman, Strategy and Mergers�& Acquisitions, of WBA.� Effective January�9, 2015, Pessina has also served as the Acting Chief Executive Officer of WBA.
�
KKR 2006 Fund Overseas LP is the sole shareholder of KKR Sprint 2006.� KKR Associates 2006 Overseas LP is the general partner of KKR 2006 Fund Overseas LP.� KKR 2006 Limited is the general partner of KKR Associates 2006 Overseas LP.� KKR European Fund II is the controlling shareholder of KKR Sprint European II.� KKR Associates Europe II is the general partner of KKR European Fund II.� KKR Europe II Limited is the general partner of KKR Associates Europe II.� KKR PEI Investments is the sole shareholder of KKR Sprint KPE.� KKR PEI Associates is the general partner of KKR PEI Investments.� KKR PEI GP is the general partner of KKR PEI Associates. KKR Fund Holdings is the sole shareholder of KKR 2006 Limited, KKR Europe II Limited and KKR PEI GP. KKR Fund Holdings GP is a general partner of KKR Fund Holdings.� KKR Group Holdings is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings.� KKR Group is the general partner of KKR 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 officers and the designated members of KKR Management.
�
KKR Sprint 2006, KKR Sprint European II and KKR Sprint KPE are formed for the purpose of investing in AB Gibco. KKR Associates 2006 Overseas LP, KKR 2006 Limited, KKR Associates Europe II, KKR Europe II, KKR PEI Associates, KKR PEI GP are each principally engaged in the business of being a general partner, as described above. Each of KKR 2006 Overseas LP, KKR European Fund II, and KKR PEI Investments, 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 the subsidiaries engaged in the investment management business. The present principal occupation or employment of each of Messrs.�Kravis and Roberts is as an executive of Kohlberg Kravis Roberts�& Co. L.P. (�KKR�) and/or one or more of its affiliates.
�
The principal business office of AB Gibco is:
�
57/63 Line Wall Road
Gibraltar.
�
The principal business office of ASP and NEWCIP is:
�
14, avenue de X Septembre
L-2550 Luxembourg
Grand Duchy of Luxembourg.
�
The business address of Pessina is:
�
24 Boulevard du T�nao
Monte Carlo
98000 Monaco.
�
The address of the principal business office of KKR Sprint 2006, KKR 2006 Fund Overseas LP, KKR Associates 2006 Overseas LP, KKR 2006 Limited, KKR Sprint European II, KKR European Fund II, KKR Associates Europe II, KKR Europe II Limited, KKR Sprint KPE, KKR PEI Investments, KKR PEI Associates, KKR PEI GP, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR�& Co., KKR Management and Mr.�Kravis is:
�
c/o Kohlberg Kravis Roberts�& Co. L.P.
9 West 57th�Street, Suite�4200
New York, New York 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
�
Attached as Annex A hereto and incorporated herein by reference is a list containing the (a)�name, (b)�residence or business address, (c) present principal occupation or employment and the name, principal business address of any corporation or other organization in
�
�
which such employment is conducted, and (d)�citizenship, in each case of each director and executive officer of the Reporting Persons, as applicable.
�
During the last five years, each Reporting Person and, to the knowledge of such Reporting Person, each person listed in Annex A with respect to such Reporting Person, has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
�
Item�5.�������������������������������� Interest in Securities of the Issuer.
�
Item 5 of the Schedule 13D is hereby amended as follows:
�
(a)�and (b). None of the Reporting Persons and, to the knowledge of each Reporting Person, the persons listed in Annex A hereto with respect to such Reporting Person, beneficially owns any shares of Common Stock.
�
(c)�None of the Reporting Persons and, to the knowledge of each Reporting Person, the persons listed in Annex A hereto with respect to such Reporting Person, has effected any transactions in shares of Common Stock in the past 60 days.
�
(d)�Not applicable.
�
(e)�The Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock on December�31, 2014.
�
Item�7.�������������������������������� Material to be Filed as Exhibits.
�
Item 7 of the Schedule 13D is hereby amended by adding the following:
�
Exhibits |
� |
Description�of�Exhibits |
99.11* |
� |
Joint Filing Agreement, dated as of January�23, 2015, by and among, Alliance Boots GmbH; AB Acquisitions Holdings Limited, Alliance Sant� Participations S.A., NEWCIP S.A., Stefano Pessina, KKR Sprint 2006, KKR 2006 Fund Overseas LP, KKR Associates 2006 Overseas LP, KKR 2006 Limited, KKR Sprint European II, KKR European Fund II, KKR Associates Europe II, KKR Europe II Limited, KKR Sprint KPE, KKR PEI Investments, KKR PEI Associates, KKR PEI GP, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR�& Co., KKR Management, Henry R. Kravis and George R. Roberts. |
� |
� |
� |
99.12* |
� |
Additional Powers of Attorney |
�
*���������������� Filed herewith.
�
�
Signature
�
After reasonable inquiry and to the best of�the undersigned�s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
�
Date: January�23, 2015
�
�
AB ACQUISITIONS HOLDINGS LIMITED |
� | |
� |
� | |
� |
� | |
/s/ Vikram Nagrani |
� | |
Name: |
Vikram Nagrani |
� |
Title: |
Director |
� |
� |
� |
� |
� |
� |
� |
/s/ Juan X. Chincotta |
� | |
Name: |
Juan X. Chincotta |
� |
Title: |
Director |
� |
� |
� |
� |
� |
� |
� |
ALLIANCE SANT� PARTICIPATIONS S.A. |
� | |
� |
� | |
� |
� |
� |
/s/ Stefano Pessina |
� | |
Name: |
Stefano Pessina |
� |
Title: |
Administrateur (Director) |
� |
� |
� |
� |
� |
� | |
NEWCIP S.A. |
� | |
� |
� | |
� |
� | |
/s/ Stefano Pessina |
� | |
Name: |
Stefano Pessina |
� |
Title: |
Administrateur (Director) |
� |
� |
� |
� |
� |
� |
� |
/s/ Stefano Pessina |
� | |
STEFANO PESSINA |
� |
�
�
KKR SPRINT (2006) LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
� |
� | |
KKR 2006 FUND (OVERSEAS), LIMITED PARTNERSHIP |
� | |
� |
� | |
By: |
KKR Associates 2006 (Overseas), Limited Partnership, its general partner |
� |
By: |
KKR 2006 Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� |
� |
� |
� | |
KKR ASSOCIATES 2006 (OVERSEAS), LIMITED PARTNERSHIP |
� | |
� |
� | |
By: |
KKR 2006 Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� |
� |
� |
� | |
KKR 2006 LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� |
� |
� |
� | |
KKR SPRINT (EUROPEAN II) LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
�
�
KKR EUROPEAN FUND II, LIMITED PARTNERSHIP |
� | |
� |
� | |
By: |
KKR Associates Europe II, Limited Partnership, its general partner |
� |
� |
� |
� |
By: |
KKR Europe II Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
KKR ASSOCIATES EUROPE II, LIMITED PARTNERSHIP |
� | |
� |
� | |
By: |
KKR Europe II Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
KKR EUROPE II LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
KKR SPRINT (KPE) LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
KKR PEI INVESTMENTS, L.P. |
� | |
� |
� | |
By: |
KKR PEI Associates, L.P., its general partner |
� |
� |
� |
� |
By: |
KKR PEI GP Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
�
�
KKR PEI ASSOCIATES, L.P. |
� | |
� |
� |
� |
By: |
KKR PEI GP Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� |
� |
� |
� |
� |
KKR PEI GP LIMITED |
� | |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, 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. Janetscheck, Director |
� |
� |
� |
� |
� |
� |
� |
KKR FUND HOLDINGS GP LIMITED |
� | |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, 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. Janetscheck, Director |
� |
� |
� |
� |
� |
� |
� |
KKR GROUP LIMITED |
� | |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, 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. Janetscheck, Chief Financial Officer |
� |
� |
� |
� |
� |
� |
� |
KKR MANAGEMENT LLC |
� | |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
� |
� |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, 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 |
� |
�
�
ANNEX A
�
AB ACQUISITIONS HOLDINGS LTD
�
DIRECTORS
�
Stefano Pessina
Business Address: 24 Boulevard du T�nao, Monte Carlo, 98000 Monaco.
Citizenship: Monaco.
Present Principal Occupation: Executive Vice Chairman, Strategy and Mergers�& Acquisitions, Walgreens Boots Alliance,�Inc.
Effective January�9, 2015, Pessina has also served as Acting Chief Executive Officer of Walgreens Boots Alliance,�Inc.
�
Ornella Barra
Business Address: 24 Boulevard du T�nao, Monte Carlo, 98000 Monaco.
Citizenship: Monaco.
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance,�Inc. and President and Chief Executive Officer of
Global Wholesale and International Retail
�
Marco Pagni
Business address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Citizenship: United Kingdom
Present Principal Occupation: Group Legal Counsel�& Chief Administrative Officer, Alliance Boots Group
�
Dominic P. Murphy
Business address: Stirling Square, 7 Carlton Gardens, London SW1Y 5AD, United Kingdom
Citizenship: Republic of Ireland
Present Principal Occupation: Individual Partner, Kohlberg Kravis Roberts�& Co. Partners LLP.
�
Mattia Caprioli
Business address: Stirling Square, 7 Carlton Gardens, London SW1Y 5AD, United Kingdom
Citizenship: Italy
Present Principal Occupation: Individual Partner, Kohlberg Kravis Roberts�& Co. Partners LLP
�
Vikram Nagrani
Business address: c/o AB Acquisitions Holdings Limited, 57/63 Line Wall Road, Gibraltar
Citizenship: United Kingdom
Present Principal Occupation: Lawyer, Hassans
�
Juan X. Chincotta
Business address: c/o AB Acquisitions Holdings Limited, 57/63 Line Wall Road, Gibraltar
Citizenship: United Kingdom
Present Principal Occupation: Lawyer, Hassans
�
Wolfgang Zettel
Business address: 59, rue de Rollingergrund, L�2440 Luxembourg, Grand Duchy of Luxembourg
Citizenship: Federal Republic of Germany
Present Principal Occupation: Director, AVEGA S.� r.l
�
Other than the foregoing, AB Acquisitions Holdings Ltd has no other directors or executive officers
�
�
ALLIANCE SANTE PARTICIPATIONS S.A. AND NEWCIP S.A.
�
The directors of Alliance Sant� Participations S.A. are the same individuals as the directors of NEWCIP S.A.
�
DIRECTORS (ADMINISTRATEURS)
�
Stefano Pessina
Citizenship: Monaco.
Present Principal Occupation: Executive Vice Chairman, Strategy and Mergers�& Acquisitions, Walgreens Boots Alliance,�Inc.
Effective January�9, 2015, Pessina has also served as Acting Chief Executive Officer of Walgreens Boots Alliance,�Inc.
�
Ornella Barra
Business Address: 24 Boulevard du T�nao, Monte Carlo, 98000 Monaco.
Citizenship: Monaco.
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance,�Inc. and President and Chief Executive Officer of
Global Wholesale and International Retail
�
Jean-Paul Goerens
Business Address: 14, avenue du X Septembre, L-2550 Luxembourg, Grand Duchy of Luxembourg.
Citizenship: Luxembourg.
Present Principal Occupation: Self-employed lawyer.
�
Simone Retter
Business Address: 14, avenue du X Septembre, L-2550 Luxembourg, Grand Duchy of Luxembourg.
Citizenship: Luxembourg.
Present Principal Occupation: Self-employed lawyer.
�
Other than the foregoing, neither Alliance Sant� Participations S.A. nor NEWCIP S.A. has any other directors or executive officers.
�
�
KKR SPRINT (2006)�LIMITED
�
DIRECTORS
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of Kohlberg Kravis Roberts�& Co. L.P. (�KKR�) and/or one or more of its affiliates
Citizenship: United States
�
�
KKR 2006 LIMITED
�
DIRECTORS
�
Henry R. Kravis
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
George R. Roberts
Business address: 2800 Sand Hill Road, Suite�200, Menlo Park, CA 94025
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
OFFICERS
�
Todd A. Fisher
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
Scott C. Nuttall
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
Alexander Navab,�Jr.
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
�
Michael W. Michelson
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
Johannes P. Huth
Business address: Stirling Square, 7 Carlton Gardens, London SW1Y 5AD, United Kingdom
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: Federal Republic of Germany
�
Joseph Y. Bae
Business address: Level 56, Cheung Kong Center, 2 Queen�s Road Central, Hong Kong
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
Marc S. Lipschultz
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
Michael M. Calbert
Business address: 2800 Sand Hill Road, Suite�200, Menlo Park, CA 94025
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
�
KKR SPRINT (EUROPEAN II) LIMITED
�
DIRECTORS
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
�
KKR EUROPE II LIMITED
�
DIRECTORS
�
Henry R. Kravis
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
George R. Roberts
Business address: 2800 Sand Hill Road, Suite�200, Menlo Park, CA 94025
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
OFFICERS
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
Suzanne Donohoe
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
�
KKR SPRINT (KPE) LIMITED
�
DIRECTORS
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
�
KKR PEI GP LIMITED
�
DIRECTORS
�
Todd A. Fisher
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
OFFICERS
�
Henry R. Kravis
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
George R. Roberts
Business address: 2800 Sand Hill Road, Suite�200, Menlo Park, CA 94025
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
�
KKR FUND HOLDINGS GP LIMITED
�
DIRECTORS
�
Todd A. Fisher
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
OFFICERS
�
Henry R. Kravis
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
George R. Roberts
Business address: 2800 Sand Hill Road, Suite�200, Menlo Park, CA 94025
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
�
KKR GROUP LIMITED
�
DIRECTORS
�
Todd A. Fisher
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
OFFICERS
�
Henry R. Kravis
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
George R. Roberts
Business address: 2800 Sand Hill Road, Suite�200, Menlo Park, CA 94025
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
�
KKR MANAGEMENT LLC
�
OFFICERS
�
Henry R. Kravis
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
George R. Roberts
Business address: c/o Kohlberg Kravis Roberts�& Co. L.P., 2800 Sand Hill Road, Suite�200, Menlo Park, CA 94025
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
Todd A. Fisher
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
William J. Janetschek
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
David J. Sorkin
Business address: 9 West 57th Street, Suite�4200, New York, New York 10019
Present Principal Occupation: Executive of KKR and/or one or more of its affiliates
Citizenship: United States
�
�
EXHIBIT�INDEX
�
The Exhibit�Index is hereby amended by adding the following:
�
Exhibits |
� |
Description�of�Exhibits |
99.11* |
� |
Joint Filing Agreement, dated as of January�23, 2015, by and among, Alliance Boots GmbH; AB Acquisitions Holdings Limited, Alliance Sant� Participations S.A., NEWCIP S.A., Stefano Pessina, KKR Sprint 2006, KKR 2006 Fund Overseas LP, KKR Associates 2006 Overseas LP, KKR 2006 Limited, KKR Sprint European II, KKR European Fund II, KKR Associates Europe II, KKR Europe II Limited, KKR Sprint KPE, KKR PEI Investments, KKR PEI Associates, KKR PEI GP, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR�& Co., KKR Management, Henry R. Kravis and George R. Roberts. |
� |
� |
� |
99.12* |
� |
Additional Powers of Attorney |
�
*���������������� Filed herewith.
�
Exhibit�99.11
�
JOINT FILING AGREEMENT
�
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.01 per share of AmerisourceBergen Corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule�13d-1(k)�under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
�
Dated: January�23, 2015
�
�
AB ACQUISITIONS HOLDINGS LIMITED |
� | |
� |
� | |
� |
� | |
/s/ Vikram Nagrani |
� | |
Name: |
Vikram Nagrani |
� |
Title: |
Director |
� |
� |
� | |
� |
� | |
/s/ Juan X. Chincotta |
� | |
Name: |
Juan X. Chincotta |
� |
Title: |
Director |
� |
� |
� | |
� |
� | |
ALLIANCE SANT� PARTICIPATIONS S.A. |
� | |
� |
� | |
� |
� | |
/s/ Stefano Pessina |
� | |
Name: |
Stefano Pessina |
� |
Title: |
Administrateur (Director) |
� |
� |
� | |
� |
� | |
NEWCIP S.A. |
� | |
� |
� | |
� |
� | |
/s/ Stefano Pessina |
� | |
Name: |
Stefano Pessina |
� |
Title: |
Administrateur (Director) |
� |
� |
� | |
� |
� | |
/s/ Stefano Pessina |
� | |
STEFANO PESSINA |
� |
�
�
KKR SPRINT (2006) LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
KKR 2006 FUND (OVERSEAS), LIMITED PARTNERSHIP |
� | |
� |
� | |
By: |
KKR Associates 2006 (Overseas), Limited Partnership, its general partner |
� |
� |
� |
� |
By: |
KKR 2006 Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
KKR ASSOCIATES 2006 (OVERSEAS), LIMITED PARTNERSHIP |
� | |
� |
� | |
By: |
KKR 2006 Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
KKR 2006 LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
KKR SPRINT (EUROPEAN II) LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
�
�
KKR EUROPEAN FUND II, LIMITED PARTNERSHIP |
� | |
� |
� | |
By: |
KKR Associates Europe II, Limited Partnership, its general partner |
� |
� |
� |
� |
By: |
KKR Europe II Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
� |
� | |
KKR ASSOCIATES EUROPE II, LIMITED PARTNERSHIP |
� | |
� |
� | |
By: |
KKR Europe II Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
� |
� | |
KKR EUROPE II LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
� |
� | |
KKR SPRINT (KPE) LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
� |
� | |
KKR PEI INVESTMENTS, L.P. |
� | |
� |
� | |
By: |
KKR PEI Associates, L.P., its general partner |
� |
� |
� |
� |
By: |
KKR PEI GP Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
�
�
KKR PEI ASSOCIATES, L.P. |
� | |
� |
� | |
By: |
KKR PEI GP Limited, its general partner |
� |
� |
� |
� |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, Director |
� |
� |
� | |
� |
� | |
KKR PEI GP LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, 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. Janetscheck, Director |
� |
� |
� | |
� |
� | |
KKR FUND HOLDINGS GP LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, 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. Janetscheck, Director |
� |
� |
� | |
� |
� | |
KKR GROUP LIMITED |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, 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. Janetscheck, Chief Financial Officer |
� |
� |
� | |
� |
� | |
KKR MANAGEMENT LLC |
� | |
� |
� | |
By: |
/s/ Terence Gallagher |
� |
Name: |
Terence Gallagher |
� |
Title: |
Attorney-in-fact for William J. Janetscheck, 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 |
� |
�
Exhibit�99.12
�
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 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 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 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
�
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Marriott Vacations Worldwide (VAC) ticks higher on new activist investor
- SmallRig, 2024 NAB Show에서 혁신적인 제품 라인 공개
Create E-mail Alert Related Categories
SEC FilingsRelated Entities
13DSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!