Science Applications International Corporation
|
(Name of Issuer)
|
Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
808625107
|
(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. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR 2006 Fund L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|||
2,592,113
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
2,592,113
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,592,113
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
4.5%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
OPERF Co-Investment LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|||
48,987
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
48,987
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
48,987
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
0.1%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR Associates 2006 L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|||
2,641,100
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
2,641,100
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,641,100
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
4.6%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR 2006 GP LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|||
2,641,100
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
2,641,100
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,641,100
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
4.6%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
8 North America Investor L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|||
146,075
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
146,075
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
146,075
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
0.3%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR Associates 8 NA L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|||
146,075
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
146,075
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
146,075
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
0.3%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR 8 NA Limited
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|||
146,075
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
146,075
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
146,075
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
0.3%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR Partners III, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|||
76,526
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
76,526
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
76,526
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
0.1%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR III GP LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|||
76,526
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
76,526
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
76,526
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
0.1%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
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
|
|||
2,787,175
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
2,787,175
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,787,175
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
4.8%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
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
|
|||
2,787,175
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
2,787,175
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,787,175
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
4.8%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
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
|
|||
2,787,175
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
2,787,175
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,787,175
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
4.8%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
CO
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
KKR Management LLP
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|||
2,787,175
|
|||||
6
|
SHARED VOTING POWER
|
||||
0
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
2,787,175
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
0
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,787,175
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
4.8%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
PN
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
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
|
||||
2,863,701
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
2,863,701
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,863,701
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
4.96%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
CUSIP No. 808625107
|
13G
|
1
|
NAME OF REPORTING PERSON
|
||||
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
|
||||
2,863,701
|
|||||
7
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
8
|
SHARED DISPOSITIVE POWER
|
||||
2,863,701
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,863,701
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||||
☐
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||
4.96%
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN
|
|||||
CUSIP No. 808625107
|
13G
|
(a) |
Name of Issuer:
|
(b) |
Address of Issuer’s Principal Executive Offices:
|
(a) |
Name of Person Filing:
|
(b) |
Address of Principal Business Office, or, if none, Residence:
|
(c) |
Citizenship:
|
(d) |
Title of Class of Securities:
|
(e) |
CUSIP Number:
|
Item 4. |
Ownership.
|
(a) |
Amount beneficially owned:
|
(b) |
Percent of class:
|
(c) |
Number of shares as to which the person has:
|
(i) |
Sole power to vote or to direct the vote
|
(ii) |
Shared power to vote or to direct the vote
|
(iii) |
Sole power to dispose or to direct the disposition of
|
(iv) |
Shared power to dispose or to direct the disposition of
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certifications.
|
Dated: February 14, 2020
|
||
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 Robert H. Lewin,
|
|
Chief Financial Officer
|
||
OPERF CO-INVESTMENT LLC
|
||
By: KKR Associates 2006 L.P., its manager
By: KKR 2006 GP LLC, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Chief Financial Officer
|
||
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 Robert H. Lewin,
|
|
Chief Financial Officer
|
||
KKR 2006 GP LLC
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Chief Financial Officer
|
8 NORTH AMERICA INVESTOR L.P.
|
||
By: KKR Associates 8 NA L.P., its general partner
|
||
By: KKR 8 NA Limited, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Director
|
KKR ASSOCIATES 8 NA L.P.
|
||
By: KKR 8 NA Limited, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Director
|
||
KKR 8 NA LIMITED
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Director
|
||
KKR PARTNERS III, L.P.
|
||
By: KKR III GP LLC, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Authorized Signatory
|
||
KKR III GP LLC
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Authorized Signatory
|
KKR GROUP PARTNERSHIP L.P.
|
||
By: KKR Group Holdings Corp., general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Chief Financial Officer
|
||
KKR GROUP HOLDINGS CORP.
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Chief Financial Officer
|
KKR & CO. INC.
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Chief Financial Officer
|
||
KKR MANAGEMENT LLP
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin,
|
|
Chief Financial Officer
|
||
HENRY R. KRAVIS
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact
|
|
GEORGE R. ROBERTS
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact
|
Exhibit
Number
|
Title
|
|
1
|
Joint Filing Agreement (previously filed with the Schedule 13G filed on January 24, 2019 and incorporated herein by reference)
|
|
2
|
Power of Attorneys granted by Henry R. Kravis and George R. Roberts (previously filed with the Schedule 13G filed on January 24, 2019 and incorporated herein by reference)
|
|
Power of Attorney granted by Robert H. Lewin
|
/s/ Robert H. Lewin
|
|
Name: Robert H. Lewin
|
|
Date: January 14, 2020
|