0000899243-19-018455.txt : 20190627 0000899243-19-018455.hdr.sgml : 20190627 20190627181002 ACCESSION NUMBER: 0000899243-19-018455 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190627 FILED AS OF DATE: 20190627 DATE AS OF CHANGE: 20190627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Genetic Disorder L.P. CENTRAL INDEX KEY: 0001780408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38959 FILM NUMBER: 19926677 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 750-8300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBERTS GEORGE R CENTRAL INDEX KEY: 0001081715 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38959 FILM NUMBER: 19926678 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 2800 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Genetic Disorder GP LLC CENTRAL INDEX KEY: 0001780428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38959 FILM NUMBER: 19926679 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 750-8300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Management Holdings L.P. CENTRAL INDEX KEY: 0001472693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38959 FILM NUMBER: 19926680 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Management Holdings Corp CENTRAL INDEX KEY: 0001472692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38959 FILM NUMBER: 19926681 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Group Holdings Corp. CENTRAL INDEX KEY: 0001743754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38959 FILM NUMBER: 19926682 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Management LLC CENTRAL INDEX KEY: 0001472694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38959 FILM NUMBER: 19926683 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR & Co. Inc. CENTRAL INDEX KEY: 0001404912 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38959 FILM NUMBER: 19926684 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: KKR & Co. L.P. DATE OF NAME CHANGE: 20070627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAVIS HENRY R CENTRAL INDEX KEY: 0001081714 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38959 FILM NUMBER: 19926685 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BridgeBio Pharma, Inc. CENTRAL INDEX KEY: 0001743881 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 421 KIPLING STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 391-9740 MAIL ADDRESS: STREET 1: 421 KIPLING STREET CITY: PALO ALTO STATE: CA ZIP: 94301 FORMER COMPANY: FORMER CONFORMED NAME: BridgeBio Pharma LLC DATE OF NAME CHANGE: 20180618 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-06-27 0 0001743881 BridgeBio Pharma, Inc. BBIO 0001780408 KKR Genetic Disorder L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001081715 ROBERTS GEORGE R 2800 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001780428 KKR Genetic Disorder GP LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472693 KKR Management Holdings L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472692 KKR Management Holdings Corp 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001743754 KKR Group Holdings Corp. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472694 KKR Management LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001404912 KKR & Co. Inc. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001081714 KRAVIS HENRY R 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 Series B Preferred Units 0.00 Common Stock 15859312 I See Footnotes Series C Preferred Units 0.00 Common Stock 8215295 I See Footnotes Series D Preferred Units 0.00 Common Stock 10178954 I See Footnotes Immediately prior to the closing of the Issuer's initial public offering (the "IPO"), all outstanding units in BridgeBio Pharma LLC (the "LLC") will be exchanged for shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Issuer in an exempt transaction pursuant to Rules 16b-3, 16b-6 and 16b-7 (the "Reorganization"). In connection with the Reorganization, a wholly-owned subsidiary of the Issuer will be merged with and into the LLC, and shares of Common Stock will be allocated to the holders of outstanding units in the LLC pursuant to the distribution provisions of the Fourth Amended and Restated Limited Liability Company Agreement of the LLC, dated November 20, 2018, as amended, based upon the liquidation value of the LLC, assuming it is liquidated immediately prior to the closing of the IPO with a value implied by the IPO price of $17.00 per share. The LLC units have no expiration date. Represents shares of Common Stock issuable in the Reorganization in exchange for Series B Preferred Units in the LLC held by the Reporting Persons. Represents shares of Common Stock issuable in the Reorganization in exchange for Series C Preferred Units in the LLC held by the Reporting Persons. Represents shares of Common Stock issuable in the Reorganization in exchange for Series D Preferred Units in the LLC held by the Reporting Persons. The securities of the Issuer are held by KKR Genetic Disorder L.P. KKR Genetic Disorder GP LLC, as the general partner of KKR Genetic Disorder L.P., KKR Management Holdings L.P., as the sole member of KKR Genetic Disorder GP LLC, KKR Management Holdings Corp., as the general partner of KKR Management Holdings L.P., KKR Group Holdings Corp., as the sole shareholder of KKR Management Holdings Corp., KKR & Co. Inc., as the sole shareholder of KKR Group Holdings Corp., KKR Management LLC, as the Class B common stockholder of KKR & Co. Inc., and Messrs. Henry R. Kravis and George R. Roberts, as the designated members of KKR Management LLC, may be deemed to be the beneficial owners having shared voting and investment power with respect to the shares described above. Each of Messrs. Kravis and Roberts disclaims beneficial ownership of the shares held by KKR Genetic Disorder L.P. Exhibit 24 - Powers of Attorney KKR GENETIC DISORDER L.P., By: KKR Genetic Disorder GP LLC, its general partner, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2019-06-27 KKR GENETIC DISORDER GP LLC, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2019-06-27 KKR MANAGEMENT HOLDINGS L.P., By: KKR Management Holdings Corp., its general partner, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2019-06-27 KKR MANAGEMENT HOLDINGS CORP., By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2019-06-27 KKR GROUP HOLDINGS CORP., By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2019-06-27 KKR & CO. INC., By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2019-06-27 KKR MANAGEMENT LLC, By: /s/ Terence Gallagher, Name: Terence Gallagher. Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2019-06-27 HENRY R. KRAVIS, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact 2019-06-27 GEORGE R. ROBERTS, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact 2019-06-27 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                               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


                               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