NextEra Energy Partners, LP
|
(Name of Issuer)
|
Common Units
|
(Title of Class of Securities)
|
65341B106
|
(CUSIP Number)
|
December 31, 2019
|
(Date of Event Which Requires Filing of this Statement)
|
☐ |
Rule 13d-1(b)
|
☒ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Flatirons Holdco L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
1 |
The ownership percentages are calculated based upon 64,222,976 units of NextEra Energy Partners, LP’s Common Units (“Common Units”) outstanding, which equals the sum of (i) 60,823,764 Common Units outstanding as
of September 30, 2019, as reported in NextEra Energy Partners, LP’s Quarterly Report on Form 10‑Q for the quarterly period ended September 30, 2019, as filed with the Securities and Exchange
Commission on October 23, 2019, (ii) 1,699,606 Common Units issued to the Reporting Persons in November 2019 upon conversion of a portion of Series A Convertible Preferred Units representing limited partner interests in the
Issuer (“Preferred Units”) and (iii) 1,699,606 Common Units issuable upon the conversion of the Preferred Units representing limited partner interests in NextEra Energy Partners, LP beneficially owned by the Reporting Persons (as defined
herein).
|
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Flatirons Holdco GP LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Flatirons Aggregator L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Flatirons Aggregator GP LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Global Infrastructure Investors II (NEP) L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Associates Infrastructure II AIV L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Infrastructure II AIV GP LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Financial Holdings LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
0
|
|||||
6
|
SHARED VOTING POWER
|
||||
3,399,212
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Group Partnership L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Cayman Islands
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Group Holdings Corp.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR & Co. Inc.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
KKR Management LLP
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
3,399,212
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Henry R. Kravis
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
0
|
|||||
6
|
SHARED VOTING POWER
|
||||
3,399,212
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
CUSIP No. 65341B106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
||||
George R. Roberts
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|||
0
|
|||||
6
|
SHARED VOTING POWER
|
||||
3,399,212
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
3,399,212
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
3,399,212
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
5.4%1
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
CUSIP No. 65341B106
|
13G
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
Item 2(a). |
Name of Person Filing:
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
Item 2(c). |
Citizenship:
|
Item 2(d). |
Title of Class of Securities:
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CUSIP No. 65341B106
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13G
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Item 2(e). |
CUSIP Number:
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Item 4. |
Ownership
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CUSIP No. 65341B106
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13G
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Item 5. |
Ownership of 5 Percent or Less of a Class.
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Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8. |
Identification and Classification of Members of the Group
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certifications.
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CUSIP No. 65341B106
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13G
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Date: February 14, 2020
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KKR FLATIRONS HOLDCO L.P.
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By: KKR Flatirons Holdco GP LLC, its general partner
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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KKR FLATIRONS HOLDCO GP LLC
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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KKR FLATIRONS AGGREGATOR L.P.
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By: KKR Flatirons Aggregator GP LLC, its general partner
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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KKR FLATIRONS AGGREGATOR GP LLC
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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KKR GLOBAL INFRASTRUCTURE INVESTORS II (NEP) L.P.
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By: KKR Associates Infrastructure II AIV L.P., its general partner
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By: KKR Infrastructure II AIV GP LLC, its general partner
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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CUSIP No. 65341B106
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13G
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KKR ASSOCIATES INFRASTRUCTURE II AIV L.P.
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By: KKR Infrastructure II AIV GP LLC, its general partner
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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KKR INFRASTRUCTURE II AIV GP LLC
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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KKR FINANCIAL HOLDINGS LLC
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Executive Officer
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KKR GROUP PARTNERSHIP L.P.
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By: KKR Group Holdings Corp., a general partner
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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KKR GROUP HOLDINGS CORP.
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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KKR & CO. INC.
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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CUSIP No. 65341B106
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13G
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KKR MANAGEMENT LLP
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
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HENRY R. KRAVIS
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact
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GEORGE R. ROBERTS
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By:
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/s/ Terence P. Gallagher
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Name:
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Terence P. Gallagher
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Title:
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Attorney-in-fact
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CUSIP No. 65341B106
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13G
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Exhibit
Number
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Title
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1
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Joint Filing Agreement, dated as of April 30, 2019 (previously filed with the Schedule 13G filed on April 30, 2019 and incorporated herein by reference.
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2
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Power of Attorneys granted by Henry R. Kravis and George R. Roberts (previously filed and incorporated herein by reference)
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Power of Attorney granted by Robert H. Lewin
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/s/ Robert H. Lewin
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Name: Robert H. Lewin
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Date: January 14, 2020
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