-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M8wo2WC8PaL0uErMCt/0ocmhRoktA4Io9bp+uwWMH2wBI76CCFFvFh5Y7V200W3W C+DoAxU2OgiT54U1IwC+BQ== 0001104659-08-028050.txt : 20080429 0001104659-08-028050.hdr.sgml : 20080429 20080429185756 ACCESSION NUMBER: 0001104659-08-028050 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080429 FILED AS OF DATE: 20080429 DATE AS OF CHANGE: 20080429 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HCA INC/TN CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: HCA THE HEALTHCARE CO DATE OF NAME CHANGE: 20010419 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP DATE OF NAME CHANGE: 20000502 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ DATE OF NAME CHANGE: 19940314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Janetschek William J CENTRAL INDEX KEY: 0001433005 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 08787445 BUSINESS ADDRESS: BUSINESS PHONE: 212-230-9742 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: SAER JOHN K JR CENTRAL INDEX KEY: 0001208825 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 08787446 BUSINESS ADDRESS: STREET 1: C/O KKR STREET 2: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127508300 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 08787447 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 08787448 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 Fund L.P. CENTRAL INDEX KEY: 0001432741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 08787449 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 3 1 a3.xml 3 X0202 3 2008-04-29 0 0000860730 HCA INC/TN HCA INC. 0001432741 KKR 2006 Fund L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432739 KKR Associates 2006 LP C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432740 KKR 2006 GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001208825 SAER JOHN K JR C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001433005 Janetschek William J C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 Common stock, par value $0.01 per share 9313725 I Held through Hercules Holding II, LLC and KKR Millennium Fund L.P. Common stock, par value $0.01 per share 8642157 I Held through Hercules Holding II, LLC and KKR 2006 Fund L.P. Common stock, par value $0.01 per share 4901961 I Held through Hercules Holding II, LLC and KKR PEI Investments, L.P. Common stock, par value $0.01 per share 319411 I Held through Hercules Holding II, LLC and KKR Partners III, L.P. Common stock, par value $0.01 per share 196078 I Held through Hercules Holding II, LLC and OPERF Co-Investment LLC Hercules Holding II, LLC holds 91,845,692 shares, or 97.5%, of the common stock of HCA Inc. Hercules Holding II, LLC is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global Private Equity, and affiliates of HCA, Inc. founder Dr. Thomas F. Frist, Jr. Each such person may be deemed to be a member of a group exercising voting and investment control over the shares of common stock held by HCA Inc. However, each such person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of HCA Inc. KKR Millennium Fund L.P. ("Millennium Fund") directly owns 9,313,725 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of the Millennium Fund, KKR Associates Millennium L.P. may be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by the Millennium Fund. As the sole general partner of KKR Associates Millennium L.P., KKR Millennium GP LLC also may be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by the Millennium Fund. KKR Associates Millennium L.P. and KKR Millennium GP LLC disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. (continued in footnote (3)) KKR Millennium GP LLC is a limited liability company, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts, and the other members of which are James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc S. Lipschultz, Reinhard Gorenflos, Jacques Garaialde, Michael M. Calbert, Scott C. Nuttall and William J. Janetschek. Mr. Michelson is a member of the board of directors of HCA Inc. Each of such individuals may be deemed to share voting and dispositive power with respect to any shares beneficially owned by KKR Millennium GP LLC but disclaim beneficial ownership of such shares, except to the extent of his pecuniary interest therein. KKR 2006 Fund L.P. (the "2006 Fund") directly owns 8,642,157 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of the 2006 Fund, KKR Associates 2006 L.P. may be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by the 2006 Fund. As the sole general partner of KKR Associates 2006 L.P., KKR 2006 GP LLC may also be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by the 2006 Fund. KKR Associates 2006 L.P. and KKR 2006 GP LLC disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. (continued in footnote (5)) KKR 2006 GP LLC is a limited liability company, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts, and the other members of which are Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc S. Lipschultz, Reinhard Gorenflos, Scott C. Nuttall, Joseph Y. Bae, Brian F. Carroll, John K. Saer, Jr. and William J. Janetschek. Mr. Michelson is a member of the board of directors of HCA Inc. Each of such individuals may be deemed to share voting and dispositive power with respect to any shares beneficially owned by KKR 2006 GP LLC but disclaim beneficial ownership of such shares, except to the extent of his pecuniary interest therein. KKR PEI Investments, L.P. ("PEI Investments") directly owns 4,901,961 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of PEI Investments, KKR PEI Associates, L.P. may be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by PEI Investments. As the sole general partner of KKR PEI Associates, L.P., KKR PEI GP Limited may also be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by PEI Investments. KKR PEI Associates, L.P. and KKR PEI GP Limited disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. (continued in footnote (7)) Kohlberg Kravis Roberts & Co. L.P., pursuant to a services agreement with KKR PEI GP Limited, may be deemed to share voting and dispositive power with respect to the shares of HCA Inc. held by PEI Investments. KKR & Co. L.L.C. is the general partner of Kohlberg Kravis Roberts & Co. L.P. Kohlberg Kravis Roberts & Co. L.P. and KKR & Co. L.L.C. disclaim beneficial ownership of such securities. The members of KKR & Co. L.L.C. are Henry R. Kravis, George R. Roberts, Paul E. Raether, Michael W. Michelson, Johannes P. Huth, Todd A. Fisher, Alexander Navab and other executives of Kohlberg Kravis Roberts & Co. L.P. Messrs. Kravis and Roberts, as managing members of KKR & Co. L.L.C., may be deemed to share beneficial ownership of any shares beneficially owned by KKR & Co. L.L.C. but disclaim beneficial ownership of such shares. The other members of KKR & Co. L.L.C. also disclaim beneficial ownership of any shares beneficially owned by KKR & Co. L.L.C. KKR Partners III, L.P. ("Partners III") directly owns 319,411 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of Partners III, KKR III GP LLC may be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by Partners III. KKR III GP LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. KKR III GP LLC is a limited liability company, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts and the other members of which are the individuals named in notes (3), (5) and (7) above and other executives of Kohlberg Kravis Roberts & Co. L.P. (continued in footnote (9)) Messrs. Kravis and Roberts may be deemed to share voting and dispositive power with respect to any shares beneficially owned by KKR III GP LLC but disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. The other members of KKR III GP LLC disclaim beneficial ownership of any shares beneficially owned by KKR III GP LLC, except to the extent of their pecuniary interest therein. OPERF Co-Investment LLC ("OPERF Co-Investment") directly owns 196,078 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. As the sole manager of OPERF Co-Investment, KKR Associates 2006 L.P. may be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by OPERF Co-Investment. As the sole general partner of KKR Associates 2006 L.P., KKR 2006 GP LLC may also be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by the 2006 Fund. KKR Associates 2006 L.P. and KKR 2006 GP LLC disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. (continued in footnote (11)) KKR 2006 GP LLC is a limited liability company, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts, and the other members of which are Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc S. Lipschultz, Reinhard Gorenflos, Scott C. Nuttall, Joseph Y. Bae, Brian F. Carroll, John K. Saer, Jr. and William J. Janetschek. Mr. Michelson is a member of the board of directors of HCA Inc. Each of such individuals may be deemed to share voting and dispositive power with respect to any shares beneficially owned by KKR 2006 GP LLC but disclaim beneficial ownership of such shares, except to the extent of his 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. Exhibit 24 - Powers of Attorney. Because no more than 10 reporting persons can file any one Form 3 through the SEC's EDGAR system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed four Form 3s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 3. The reporting persons named in Box 1 of these 4 Form 3s are KKR Millennium Fund, L.P., KKR 2006 Fund L.P., KKR Partners III, L.P. and KKR PEI Investments, L.P., and other reporting persons are listed elsewhere in these forms. /s/ William J. Janetschek by Power of Attorney for Reporting Person 2008-04-29 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

Date: April 28, 2008

 

POWER OF ATTORNEY

 

Know all men by these presents that each of the undersigned do hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned are otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any application for EDGAR access codes, including without limitation the Form ID.

 

 

 

KKR MILLENNIUM FUND L.P.

 

 

 

By:

KKR Associates Millennium L.P.,

 

 

its general partner

 

 

 

 

By:

KKR Millennium GP LLC, the
general

 

 

partner of KKR Associates
Millennium L.P.

 

 

 

 

By:

  /s/ William J. Janetschek

 

 

Name:

William  J. Janetschek

 

 

Title:

Member

 

 

KKR ASSOCIATES MILLENNIUM

 

L.P.

 

 

 

By:

KKR Millennium GP LLC, the

 

 

general

 

 

partner of KKR Associates

 

 

Millennium L.P.

 

 

 

 

 

  /s/ William  J. Janetschek

 

 

Name:

William  J. Janetschek

 

 

Title:

Member

 

 

KKR MILLENNIUM GP LLC

 

 

 

By:

  /s/ William  J. Janetschek

 

 

Name:

William  J. Janetschek

 

 

Title:

Member

 


 

Date: April 28, 2008

 

POWER OF ATTORNEY

 

Know all men by these presents that each of the undersigned do hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned are otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any application for EDGAR access codes, including without limitation the Form ID.

 

 

 

KKR 2006 FUND L.P.

 

 

 

By:

KKR Associates 2006 L.P.,

 

 

its general partner

 

 

 

 

By:

KKR 2006 GP LLC, the general

 

 

partner of

 

 

KKR Associates 2006 L.P.

 

 

 

 

By:

  /s/ William  J. Janetschek

 

 

Name:

William  J. Janetschek

 

 

Title:

Member

 

 

KKR ASSOCIATES 2006 L.P.

 

 

 

By:

KKR 2006 GP LLC, the general

 

 

partner of

 

 

KKR Associates 2006 L.P.

 

 

 

 

By:

  /s/ William  J. Janetschek

 

 

Name:

William  J. Janetschek

 

 

Title:

Member

 

 

KKR 2006 GP LLC

 

 

 

 

 

By:

  /s/ William  J. Janetschek

 

 

Name:

William  J. Janetschek

 

 

Title:

Member

 


 

Date: April 28, 2008

 

POWER OF ATTORNEY

 

Know all men by these presents that each of the undersigned do hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned are otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any application for EDGAR access codes, including without limitation the Form ID.

 

 

 

KKR PEI INVESTMENTS, L.P.

 

 

 

By:

KKR PEI Associates, L.P.,

 

 

its general partner

 

 

 

 

By:

KKR PEI GP Limited, the general

 

 

partner of

 

 

KKR PEI Associates, L.P.

 

 

 

 

By:

  /s/ William  J. Janetschek

 

 

Name:

William  J. Janetschek

 

 

Title:

Secretary

 

 

KKR PEI ASSOCIATES, L.P.

 

 

 

By:

KKR PEI GP Limited, the general

 

 

partner of

 

 

KKR PEI Associates, L.P.

 

 

 

 

By:

  /s/ William  J. Janetschek

 

 

Name:

William  J. Janetschek

 

 

Title:

Secretary

 

 

KKR PEI GP LIMITED

 

 

 

By:

  /s/ William  J. Janetschek

 

 

Name:

William  J. Janetschek

 

 

Title:

Secretary

 

 

Date: April 28, 2008

 

POWER OF ATTORNEY

 

Know all men by these presents that each of the undersigned do hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned are otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any application for EDGAR access codes, including without limitation the Form ID.

 

 

 

KOHLBERG KRAVIS ROBERTS &
CO. L.P.

 

 

 

 

By:

KKR & Co. L.L.C.,

 

 

its general partner

 

 

 

 

By:

/s/ William J. Janetschek

 

 Name:

William J. Janetschek

 

 Title:

Chief Financial Officer

 

 

KKR & CO. L.L.C.

 

 

 

 

By:

/s/ William J. Janetschek

 

 Name:

William J. Janetschek

 

 Title:

Chief Financial Officer

 


 

Date: April 28, 2008

 

POWER OF ATTORNEY

 

Know all men by these presents that each of the undersigned do hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned are otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any application for EDGAR access codes, including without limitation the Form ID.

 

 

 

KKR PARTNERS III, L.P.

 

 

 

 

By:

KKR III GP LLC

 

 

its general partner

 

 

 

 

By:

/s/ William J. Janetschek

 

 Name:

William J. Janetschek

 

 Title:

Authorized Person

 

 

KKR III GP LLC

 

 

 

 

By:

/s/ William J. Janetschek

 

 

 Name:

William J. Janetschek

 

 

 Title:

Authorized Person

 

 

OPERF CO-INVESTMENT LLC

 

 

 

 

By:

KKR Associates 2006 L.P.,

 

 

its manager

 

 

 

 

By:

KKR 2006 GP LLC, the general

 

 

partner of

 

 

KKR Associates 2006 L.P.

 

 

 

 

By:

/s/ William J. Janetschek

 

 Name:

William J. Janetschek

 

 Title:

Member

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that James H. Greene, Jr. does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ James H. Greene, Jr.

 

  Name: James H. Greene, Jr.

 

Date:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Paul E. Raether does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Paul E. Raether

 

  Name: Paul E. Raether

 

Date:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Perry Golkin does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Perry Golkin

 

  Name: Perry Golkin

 

Date:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Johannes P. Huth does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Johannes P. Huth

 

  Name: Johannes P. Huth

 

Date:  July 31, 2005

 

 

POWER OF ATTORNEY

 

Know all men by these presents that Todd A. Fisher does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Todd A. Fisher

 

 Name: Todd A. Fisher

 

Date:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Alexander Navab does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Alexander Navab

 

 Name:  Alexander Navab

 

Date:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Marc S. Lipschultz does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Marc S. Lipschultz

 

 Name:  Marc S. Lipschultz

 

Date:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Jacques Garaïalde does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Jacques Garaïalde

 

 Name:  Jacques Garaïalde

 

Date:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Reinhard Gorenflos does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Reinhard Gorenflos

 

 Name:  Reinhard Gorenflos

 

Date:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Michael M. Calbert does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Michael M. Calbert

 

 Name:  Michael M. Calbert

 

Date:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Scott C. Nuttall does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Scott C. Nuttall

 

 Name:  Scott C. Nuttall

 

Date:  July 31, 2005

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Joseph Y. Bae does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Joseph Y. Bae

 

 Name:  Joseph Y. Bae

 

Date:  November 20, 2002

 


 

POWER OF ATTORNEY

 

Know all men by these presents that Brian F. Carroll does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ Brian F. Carroll

 

 Name:  Brian F. Carroll

 

Date:  November 20, 2002

 


 

POWER OF ATTORNEY

 

Know all men by these presents that John K. Saer, Jr. does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either 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 member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to:  (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on 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/ John K. Saer, Jr.

 

Name:  John K. Saer, Jr.

 

Date:  November 20, 2002

 

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