0001140361-19-001210.txt : 20190116
0001140361-19-001210.hdr.sgml : 20190116
20190116183105
ACCESSION NUMBER: 0001140361-19-001210
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190114
FILED AS OF DATE: 20190116
DATE AS OF CHANGE: 20190116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR 2006 Fund L.P.
CENTRAL INDEX KEY: 0001432741
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19529840
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Associates 2006 LP
CENTRAL INDEX KEY: 0001432739
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19529841
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR 2006 GP LLC
CENTRAL INDEX KEY: 0001432740
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19529842
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Fund Holdings L.P.
CENTRAL INDEX KEY: 0001472698
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19529843
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 Fund Holdings GP Ltd
CENTRAL INDEX KEY: 0001472697
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19529844
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19529845
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 & Co. Inc.
CENTRAL INDEX KEY: 0001404912
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19529846
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: KKR Management LLC
CENTRAL INDEX KEY: 0001472694
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19529847
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: KRAVIS HENRY R
CENTRAL INDEX KEY: 0001081714
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19529848
MAIL ADDRESS:
STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO
STREET 2: 9 WEST 57TH ST
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19529849
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
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Engility Holdings, Inc.
CENTRAL INDEX KEY: 0001544229
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711]
IRS NUMBER: 453854852
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4803 STONECROFT BOULEVARD
CITY: CHANTILLY
STATE: VA
ZIP: 20151
BUSINESS PHONE: 7036338300
MAIL ADDRESS:
STREET 1: 4803 STONECROFT BOULEVARD
CITY: CHANTILLY
STATE: VA
ZIP: 20151
4
1
form4.xml
FORM 4
X0306
4
2019-01-14
true
0001544229
Engility Holdings, Inc.
EGL
0001432741
KKR 2006 Fund L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001432739
KKR Associates 2006 LP
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001432740
KKR 2006 GP LLC
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001472698
KKR Fund Holdings L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001472697
KKR Fund Holdings GP Ltd
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001743754
KKR Group Holdings Corp.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001404912
KKR & Co. Inc.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001472694
KKR Management LLC
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001081714
KRAVIS HENRY R
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
true
0001081715
ROBERTS GEORGE R
2800 SAND HILL ROAD, SUITE 200
MENLO PARK
CA
94025
true
Common Stock, par value $0.01 per share
2019-01-14
4
J
0
8960446
D
0
I
Held through New Birch Partners, LP
On January 14, 2019, Science Applications International Corporation ("SAIC") acquired Engility Holdings, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, SAIC and Raptors Merger Sub, Inc., a direct wholly-owned subsidiary of SAIC ("Merger Sub"), dated as of September 9, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of SAIC (the "Merger").
Pursuant to the terms of the Merger Agreement, each outstanding share of common stock, par value $0.01 per share, of the Issuer ("Common Stock"), issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by the Issuer or any of its subsidiaries), automatically converted into the right to receive 0.450 validly issued, fully paid and non-assessable shares of SAIC common stock.
Reflects securities held directly by New Birch Partners, LP (f/k/a Birch Partners, LP). Birch GP, LLC was the general partner of New Birch Partners, LP. The members of Birch GP, LLC were KKR 2006 Fund L.P. and General Atlantic Partners 85, L.P. The Reporting Persons beneficially owned shares of Common Stock through limited partnership interests of New Birch Partners, LP held by each of KKR 2006 Fund L.P., OPERF Co-Investment LLC, KKR Partners III, L.P. and 8 North America Investor L.P. and limited liability company interests of Birch GP, LLC held by KKR 2006 Fund L.P.
The general partner of KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the controlling shareholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
The Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the Reporting Person is the beneficial owner of any securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
KKR 2006 FUND, L.P. By: KKR Associates 2006 L.P., its general partner By: KKR 2006 GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
2019-01-16
KKR ASSOCIATES 2006 L.P. By: KKR 2006 GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
2019-01-16
KKR 2006 GP LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
2019-01-16
KKR FUND HOLDINGS L.P. By: KKR Group Holdings Corp., a general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
2019-01-16
KKR FUND HOLDINGS GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2019-01-16
KKR GROUP HOLDINGS CORP. By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
2019-01-16
KKR & CO. INC. By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
2019-01-16
KKR MANAGEMENT LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
2019-01-16
HENRY R. KRAVIS By: /s/ Terence Gallagher Name: Terence Gallagher itle: Attorney-in-fact for William J. Janetschek, Attorney-in-fact
2019-01-16
GEORGE R. ROBERTS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Attorney-in-fact
2019-01-16