0001181431-11-051936.txt : 20111005 0001181431-11-051936.hdr.sgml : 20111005 20111005173916 ACCESSION NUMBER: 0001181431-11-051936 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111003 FILED AS OF DATE: 20111005 DATE AS OF CHANGE: 20111005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Avago Technologies LTD CENTRAL INDEX KEY: 0001441634 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 1 YISHUN AVENUE 7 CITY: SINGAPORE STATE: U0 ZIP: 768923 BUSINESS PHONE: (65) 6755-7888 MAIL ADDRESS: STREET 1: 1 YISHUN AVENUE 7 CITY: SINGAPORE STATE: U0 ZIP: 768923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR & Co. L.P. 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: 001-34428 FILM NUMBER: 111127684 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 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: 001-34428 FILM NUMBER: 111127683 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 Ltd CENTRAL INDEX KEY: 0001472695 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 111127685 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 L.P. CENTRAL INDEX KEY: 0001472696 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 111127686 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: 001-34428 FILM NUMBER: 111127687 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 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: 001-34428 FILM NUMBER: 111127688 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 SP Ltd CENTRAL INDEX KEY: 0001496317 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34428 FILM NUMBER: 111127682 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 4 1 rrd323362.xml FORM 4 X0304 4 2011-10-03 0 0001441634 Avago Technologies LTD AVGO 0001472698 KKR Fund Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 0 1 See Footnotes (1) - (10) 0001472697 KKR Fund Holdings GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 0 1 See Footnotes (1) - (10) 0001472696 KKR Group Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 0 1 See Footnotes (1) - (10) 0001472695 KKR Group Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 0 1 See Footnotes (1) - (10) 0001404912 KKR & Co. L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 0 1 See Footnotes (1) - (10) 0001472694 KKR Management LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 0 1 See Footnotes (1) - (10) 0001496317 KKR SP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 0 1 See Footnotes (1) - (10) Ordinary Shares, no par value 2011-10-03 4 S 0 1267581 32.85 D 2209597 I Held through KKR Millennium Fund (Overseas), Limited Partnership Ordinary Shares, no par value 2011-10-03 4 S 0 2523923 32.85 D 4399604 I Held through KKR European Fund, Limited Partnership Ordinary Shares, no par value 2011-10-03 4 S 0 1692836 32.85 D 2950886 I Held through KKR European Fund II, Limited Partnership Ordinary Shares, no par value 2011-10-03 4 S 0 864193 32.85 D 1506428 I Held through Avago Investment Partners, Limited Partnership Ordinary Shares, no par value 2011-10-03 4 S 0 224113 32.85 D 390665 I Held through KKR Partners (International), Limited Partnership Certain funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR"), certain funds affiliated with Silver Lake Partners ("Silver Lake"), Seletar Investments Pte Ltd and Geyser Investment Pte Ltd are parties to a shareholders agreement with respect to the ordinary shares of Avago, and solely as a result of which each such person is a member of a group with respect to the ordinary shares of Avago directly or indirectly owned by such persons. Each such person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. Certain affiliates of KKR collectively have the right under the shareholders agreement to designate a portion of the board of directors of Avago. KKR Millennium Fund (Overseas), Limited Partnership ("Millennium Fund") directly owns 2,209,597 ordinary shares of Avago. As the sole general partner of Millennium Fund, KKR Associates Millennium (Overseas), Limited Partnership may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by Millennium Fund. As the sole general partner of KKR Associates Millennium (Overseas), Limited Partnership, KKR Millennium Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by Millennium Fund. KKR Associates Millennium (Overseas), Limited Partnership and KKR Millennium Limited disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. KKR European Fund, Limited Partnership ("European Fund") directly owns 4,399,604 ordinary shares of Avago. As the sole general partner of European Fund, KKR Associates Europe, Limited Partnership may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by European Fund. As the sole general partner of KKR Associates Europe, Limited Partnership, KKR Europe Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by European Fund. KKR Associates Europe, Limited Partnership and KKR Europe Limited disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. KKR European Fund II, Limited Partnership ("European Fund II") directly owns 2,950,886 ordinary shares of Avago. As the sole general partner of European Fund II, KKR Associates Europe II, Limited Partnership may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by European Fund II. As the sole general partner of KKR Associates Europe II, Limited Partnership, KKR Europe II Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by European Fund II. KKR Associates Europe II, Limited Partnership and KKR Europe II Limited disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. Avago Investment Partners, Limited Partnership ("AIP") directly owns 1,506,428 ordinary shares of Avago. As the sole general partner of AIP, Avago Investment G.P., Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by AIP. As a member of Avago Investment G.P., Limited, KKR Millennium GP LLC may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by AIP. Avago Investment G.P., Limited and KKR Millennium GP LLC disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. Each of KKR SP Limited ("KKR SP") (as a voting partner to each of KKR Associates Millennium (Overseas), Limited Partnership, KKR Associates Europe, Limited Partnership and KKR Associates Europe II, Limited Partnership); KKR Fund Holdings L.P. ("KKR Fund Holdings") (as the sole shareholder of KKR Millennium Limited, KKR Europe Limited and KKR Europe II Limited and the designated member of KKR Millennium GP LLC); KKR Fund Holdings GP Limited ("KKR Fund Holdings GP") (as a general partner of KKR Fund Holdings); (continued to footnote 7) KKR Group Holdings L.P. ("KKR Group Holdings") (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings); KKR Group Limited ("KKR Group") (as the general partner of KKR Group Holdings); KKR & Co. L.P. ("KKR & Co.") (as the sole shareholder of KKR Group); and KKR Management LLC ("KKR Management") (as the general partner of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by Millennium Fund, European Fund and European Fund II. KKR Partners (International), Limited Partnership ("Partners International") directly owns 390,665 ordinary shares of Avago. As the sole general partner of Partners International, KKR 1996 Overseas, Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by Partners International. KKR 1996 Overseas, Limited disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. As the designated members of KKR Management LLC, Messrs. Henry R. Kravis and George R. Roberts each may be deemed to be the beneficial owner of the securities held by Millennium Fund, European Fund and European Fund II but disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. As directors of KKR 1996 Overseas, Limited, Messrs. Kravis, Roberts, James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc S. Lipschultz, Reinhard Gorenflos, Joseph Y. Bae, Brian F. Carroll, Scott C. Nuttall and William J. Janetschek may be deemed to be the beneficial owner of the securities held by Partners International but disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest. Messrs. Kravis and Roberts have also been designated as managers of KKR Millennium GP by KKR Fund Holdings. Each Reporting Person and each other person named in notes (2) through (9) above disclaims beneficial ownership of any securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of the Reporting Persons is the beneficial owner of all such equity securities covered by this statement. Because no more than 10 reporting persons can file any one Form 4 through the SEC's EDGAR system, the reporting persons have filed four Form 4s with respect to Avago Technologies Limited on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these four Form 4's are KKR Fund Holdings L.P., KKR Millennium Limited, KKR Europe II Limited and KKR 1996 Overseas, Limited, and other reporting persons are listed elsewhere in these forms. This Form 4 is filed as Part 1 of 4 parts. /s/ Richard J. Kreider, Attorney-in-fact for William J. Janetschek, Director, General Partner, KKR Fund Holdings GP Limited for KKR Fund Holdings L.P. 2011-10-05 /s/ Richard J. Kreider, Attorney-in-fact for William J. Janetschek, Director for KKR Fund Holdings GP Limited 2011-10-05 /s/ Richard J. Kreider, Attorney-in-fact for William J. Janetschek, Director, General Partner, KKR Group Limited for KKR Group Holdings L.P. 2011-10-05 /s/ Richard J. Kreider, Attorney-in-fact for William J. Janetschek, Director for KKR Group Limited 2011-10-05 /s/ Richard J. Kreider, Attorney-in-fact for William J. Janetschek, Chief Financial Officer, General Partner, KKR Management LLC for KKR & Co. L.P. 2011-10-05 /s/ Richard J. Kreider, Attorney-in-fact for William J. Janetschek, Chief Financial Officer for KKR Management LLC 2011-10-05 /s/ Richard J. Kreider, Attorney-in-fact for Johannes P. Huth, Director for KKR SP Limited 2011-10-05