UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. )
|
Dave & Buster’s Entertainment, Inc.
|
|
(Name of Issuer)
|
|
Common Stock, $0.01 par value
|
|
(Title of Class of Securities)
|
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238337109
|
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(CUSIP Number)
|
David J. Sorkin, Esq.
Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019
(212) 750-8300
with a copy to:
|
Marni Lerner
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
|
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
January 9, 2020
|
|
(Date of Event Which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
2
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
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NAMES OF REPORTING PERSONS
|
|
|
||
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KKR Dragon Aggregator L.P.
|
|
|
|||
|
|
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||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
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|
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|||
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||||
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
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||
|
OO
|
|
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|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
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☐
|
||
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||||
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||||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 1,025,168 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
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|||
|
|
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||||
|
9
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SOLE DISPOSITIVE POWER
|
|
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||
| 1,025,168 |
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|||
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||||
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10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 1,025,168 |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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|
|
||||
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|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 3.4% |
|
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|||
|
|
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||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
| PN |
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|||
|
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||||
3
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
| KKR Dragon Aggregator GP LLC |
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
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||
|
|
|
|
|||
|
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|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
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|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Delaware |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 1,025,168 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 1,025,168 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 1,025,168 |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 3.4% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
4
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
| Powell Investors II Limited Partnership |
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Cayman Islands |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 1,938,476 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 1,938,476 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 1,938,476 |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 6.3% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
5
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR Special Situations Fund II Limited
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Cayman Islands |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 1,938,476 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 1,938,476 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 1,938,476 |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 6.3% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
6
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
| KKR Special Situations (EEA) Fund II L.P. |
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| England and Wales |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 1,938,476 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 1,938,476 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 1,938,476 |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 6.3% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
7
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
| KKR Associates Special Situations (EEA) II Limited |
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Cayman Islands |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 1,938,476 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 1,938,476 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 1,938,476 |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 6.3% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| CO |
|
|
|||
|
|
|
||||
8
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR Associates Special Situations (Offshore) II L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Cayman Islands |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 1,938,476 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 6.3% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
9
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
| KKR Special Situations (Offshore) II Limited |
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Cayman Islands |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,938,476
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 6.3% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| CO |
|
|
|||
|
|
|
||||
10
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Delaware |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 6.3% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
11
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
| KKR Credit Fund Advisors LLC |
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Delaware |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,938,476
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 6.3% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| IA |
|
|
|||
|
|
|
||||
12
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
| KKR Credit Advisors (US) LLC |
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,938,476
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 6.3% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| IA |
|
|
|||
|
|
|
||||
13
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Kohlberg Kravis Roberts & Co. L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,938,476
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 6.3% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
14
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR & Co. GP LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,938,476
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
6.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
15
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR Holdco LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,938,476
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
6.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
16
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,938,476
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
6.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
17
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Delaware |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,938,476
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
6.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
18
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,938,476
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
6.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
19
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,938,476
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
6.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
20
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
6.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
21
|
SCHEDULE 13D
CUSIP No. 238337109
|
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,938,476
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
6.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
22
| Item 1. |
Security and Issuer
|
This statement on Schedule 13D (this “Schedule 13D”) relates to shares of Common Stock, $0.01 par value (the “Common Stock”), of Dave & Buster’s Entertainment, Inc., a Delaware corporation (the “Issuer”). The
principal executive offices of the Issuer are located at 2481 Manana Drive, Dallas, Texas 75220.
| Item 2. |
Identity and Background
|
(a), (f) This statement on Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended, by:
(i) KKR Dragon Aggregator L.P., a Delaware limited partnership (“Dragon”);
(ii) KKR Dragon Aggregator GP LLC, a Delaware limited liability company (“Dragon GP”);
(iii) Powell Investors II Limited Partnership, a Cayman Islands limited partnership (“Powell”);
(iv) KKR Special Situations Fund II Limited, a Cayman Islands limited company (“Fund II Limited”);
(v) KKR Special Situations (EEA) Fund II L.P., a limited partnership organized under the laws of England and
Wales (“Fund II LP”);
(vi) KKR Associates Special Situations (EEA) II Limited, a Cayman Islands limited company (“KKR Associates II”);
(vii) KKR Associates Special Situations (Offshore) II L.P., a Cayman Islands limited partnership (“KKR Associates
Offshore II”);
(viii) KKR Special Situations (Offshore) II Limited, a Cayman Islands limited company (“Offshore II Limited”);
(ix) KKR Financial Holdings LLC, a Delaware limited liability company (“KFN”);
(x) KKR Credit Fund Advisors LLC, a Delaware limited liability company (“KCFA”);
(xi) KKR Credit Advisors (US) LLC, a Delaware limited liability company (“KCA”);
(xii) Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“Kohlberg Kravis Roberts &
Co.”);
(xiii) KKR & Co. GP LLC, a Delaware limited liability company (“KKR GP LLC”);
(xiv) KKR Holdco LLC, a Delaware limited liability company (“KKR Holdco”);
(xv) KKR Group Partnership L.P., a Cayman Islands limited partnership (“KKR Group Partnership”);
(xvi) KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);
(xvii) KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);
(xviii) KKR Management LLP, a Delaware limited liability partnership (“KKR Management”);
(xix) Henry R. Kravis, a United States citizen; and
(xx) George R. Roberts, a United States citizen (the entities and persons listed in items (i) through (xx) are
collectively referred to herein as the “Reporting Persons”).
23
Dragon GP is the general partner of Dragon. Powell is the sole member of Dragon GP. Fund II Limited is the general partner of Powell. Fund II LP is the sole member of Fund II Limited. KKR Associates II is the
general partner of Fund II LP. KKR Associates Offshore II is the controlling member of KKR Associates II. Offshore II Limited is the general partner of KKR Associates Offshore II. KFN is a member of Offshore II Limited. KCFA is an
investment advisor to Powell and is a wholly-owned subsidiary of KCA. Kohlberg Kravis Roberts & Co. is the holder of all of the outstanding equity interests in KCA. KKR GP LLC is the general partner of Kohlberg Kravis Roberts & Co.
KKR Holdco is the sole member of KKR GP LLC. KKR Group Partnership is the sole member of KKR Holdco, is the sole member of KFN and is a member of Offshore II Limited. KKR Group Holdings is the general partner of KKR Group Partnership. KKR
& Co. is the sole shareholder of KKR Group Holdings. KKR Management is the Class B common stockholder of KKR & Co. Messrs. Kravis and Roberts are the founding partners of KKR Management.
The executive officers of KCA are Nathaniel Zilkha, Christopher Sheldon, Todd Builione, Noah Greenhill, Jeffrey B. Van Horn, and Annette O’Donnell-Butner. Mr. Van Horn is a director of Fund II Limited and KKR
Associates II. Each of Messrs. Van Horn and David J. Sorkin is a director of Offshore II Limited. Each of Messrs. Scott C. Nuttall, Joseph Y. Bae, Robert H. Lewin and David J. Sorkin is a director of KKR Group Holdings. The executive
officers of KKR Group Holdings and KKR & Co. are Messrs. Kravis, Roberts, Nuttall, Bae, Lewin and Sorkin. The directors of KKR & Co. are listed on Annex A attached hereto, which is incorporated herein by reference. Each of Messrs.
Nuttall, Bae, Sorkin, Zilkha, Sheldon, Builione, Greenhill, and Van Horn and Ms. O’Donnell-Butner is a United States citizen and Mr. Lewin is a Canadian citizen.
The Reporting Persons have entered into a joint filing agreement, dated as of January 17, 2020, a copy of which is attached as Exhibit A.
(b) The address of the principal business office of the Reporting Persons and the individuals named in this Item 2, other than as noted below, is:
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019
The address of the principal business office of Mr. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
The address of the principal business office of KCA, KCFA, Powell, Fund II Limited, Fund II LP, KKR Associates II, KKR Associates Offshore II and Messrs. Sheldon and Van Horn and Ms.
O’Donnell-Butner is:
c/o KKR Credit Advisors (US) LLC
555 California Street, 50th Floor
San Francisco, CA 94104
(c) Each of KFN, KKR Holdco, KKR Group Partnership, KKR Group Holdings, KKR & Co. and KKR Management is principally engaged as a holding company. Dragon and Powell are principally engaged in the
business of investing in securities. Dragon GP, Fund II Limited, Fund II LP, KKR Associates II, KKR Associates Offshore II and Offshore II Limited are principally engaged in the business of being the general partner or member of investment
entities affiliated with KKR Group Partnership, including, directly or indirectly, Dragon and Powell. Kohlberg Kravis Roberts & Co., KCA and KCFA are principally engaged in the investment management business. KKR GP LLC is principally
engaged as the general partner of Kohlberg Kravis Roberts & Co.
24
The present principal occupation or employment of each of Messrs. Kravis, Roberts, Nuttall, Bae, Lewin, Sorkin, Zilkha, Sheldon, Builione, Greenhill and Van Horn and Ms. O’Donnell-Butner is as an executive of
Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.
(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. |
Source and Amount of Funds or Other Consideration
|
Dragon and Powell purchased the securities reported herein as beneficially owned for a total purchase price of approximately $77,725,344 (excluding commissions). The source of funds for such
transactions was funds available to the Reporting Persons, including capital contributions from investors.
| Item 4. |
Purpose of the Transaction
|
The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.
The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including but not
limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting
Persons’ ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current
intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common
Stock or other securities of the Issuer (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their Common Stock or other securities of the Issuer or continue to hold, or cause
affiliates to hold, Common Stock or other securities of the Issuer (or any combination or derivative thereof).
In addition, without limitation, the Reporting Persons have and intend to continue to engage in discussions with management or the board of directors of the Issuer about its business, operations, strategy, plans
and prospects, from time to time. In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors of the Issuer, stockholders or other securityholders of the Issuer and other relevant
parties or take other actions concerning any extraordinary corporate transaction (including, but not limited to, a merger, reorganization or liquidation), a sale or transfer of a material amount of assets, a change in the board of directors
or management, a material change in the capitalization or dividend policies, other material changes in the Issuer’s business or corporate structure, changes in the Issuer’s charter, bylaws or other actions that may impede the acquisition of
control, de-listing or de-registration of the Issuer, or similar actions.
Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, each of the other individuals named
in Item 2 above, have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities
presently contemplated by the Reporting Persons and each other individuals named in Item 2 with respect to the Issuer, the foregoing is subject to change at any time.
25
| Item 5. |
Interest in Securities of the Issuer.
|
The information set forth in Items 2, 3 and 6 and Annex A of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
(a)-(b) The Reporting Persons beneficially own an aggregate of 1,938,476 shares of Common Stock, which includes 1,025,168 shares of Common Stock held directly by Dragon and 913,308 shares of
Common Stock held directly by Powell, or an aggregate of 6.3% of the Common Stock outstanding, based on 30,570,973 shares of Common Stock outstanding as of December 4, 2019, as reported in the Issuer’s Form 10-Q, filed with the Securities and
Exchange Commission on December 10, 2019.
The Reporting Persons or their affiliates also have additional economic exposure to an aggregate of 1,345,493 shares of Common Stock as further described under Item 6 below, for a total
aggregate economic exposure of the Reporting Persons and their affiliates to 3,283,969 shares of Common Stock, representing approximately 10.7% of the outstanding shares of Common Stock.
Each of Dragon GP (as the general partner of Dragon), Powell (including as the sole member of Dragon GP), Fund II Limited (as the general partner of Powell), Fund II LP (as the sole member of
Fund II Limited), KKR Associates II (as the general partner of Fund II LP), KKR Associates Offshore II (as the controlling member of KKR Associates II), Offshore II Limited (as the general partner of KKR Associates Offshore II), KFN (as a
member of Offshore II Limited), KCFA (as an investment advisor to Powell), KCA (as the sole owner of KCFA), Kohlberg Kravis Roberts & Co. (as the holder of all of the outstanding equity interests in KCA), KKR GP LLC (as the general
partner of Kohlberg Kravis Roberts & Co.), KKR Holdco (as the sole member of KKR GP LLC), KKR Group Partnership (as the sole member of KKR Holdco, the sole member of KFN and a member of Offshore II Limited), KKR Group Holdings (as the
general partner of KKR Group Partnership), KKR & Co. (as the sole shareholder of KKR Group Holdings), KKR Management (as the Class B common stockholder of KKR & Co.) and Messrs. Kravis and Roberts (as the founding partners of KKR
Management) may also be deemed to beneficially own some or all of the shares of Common Stock reported herein.
To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein. The filing of this Schedule 13D
shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this statement.
(c) Set forth below are transactions in Common Stock by the Reporting Persons during the previous 60 days, all of which were made by Dragon as open-market purchases on the NASDAQ Stock Market
LLC.
|
Date
|
Shares of Common Stock Purchased
|
Weighted Average Purchase Price
|
|
12/11/2019
|
50,000
|
$38.63
|
|
12/17/2019
|
15,000
|
$38.90
|
|
12/18/2019
|
16,700
|
$38.44
|
|
12/19/2019
|
5,000
|
$39.00
|
|
12/20/2019
|
25,000
|
$38.95
|
|
01/08/2020
|
28,968
|
$40.85
|
|
01/09/2020
|
100,000
|
$41.06
|
|
01/10/2020
|
100,000
|
$41.16
|
|
01/13/2020
|
100,000
|
$41.21
|
|
01/14/2020
|
100,000
|
$41.30
|
|
01/15/2020
|
70,000
|
$41.93
|
(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.
(e) Not applicable
26
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Dragon has entered into derivative agreements (the “Derivative Agreements”) in the form of cash settled forward contracts with respect to 1,345,493 shares of Common Stock (representing economic exposure to
approximately 4.4% of the outstanding shares of Common Stock). The Reporting Persons disclaim beneficial ownership in the shares of Common Stock that are the subject of the Derivative Agreements. The counterparties to the Derivative
Agreements are unaffiliated third party financial institutions.
| Item 7. |
Materials to be Filed as Exhibits.
|
|
Exhibit
No.
|
Description
|
|
|
Joint Filing Agreement, dated as of January 17, 2020, by and among the Reporting Persons.
|
||
|
Powers of Attorney
|
27
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 17, 2020
|
KKR DRAGON AGGREGATOR L.P.
|
||
|
By:
|
KKR Dragon Aggregator GP LLC., its general partner
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Vice President
|
||
|
KKR DRAGON AGGREGATOR GP LLC
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Vice President
|
||
|
POWELL INVESTORS II LIMITED PARTNERSHIP
|
||
|
By:
|
KKR Special Situations Fund II Limited, its general partner
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
|
KKR SPECIAL SITUATIONS FUND II LIMITED
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
|
KKR SPECIAL SITUATIONS (EEA) FUND II L.P.
|
||
|
By:
|
KKR Associates Special Situations (EEA) II Limited, its general partner
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
28
|
KKR ASSOCIATES SPECIAL SITUATIONS (EEA) II LIMITED
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
|
KKR ASSOCIATES SPECIAL SITUATIONS (OFFSHORE) II L.P.
|
||
|
By:
|
KKR Special Situations (Offshore) II Limited, its general partner
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
|
KKR SPECIAL SITUATIONS (OFFSHORE) II LIMITED
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
|
KKR FINANCIAL HOLDINGS LLC
|
||
|
By:
|
/s/ Terence Gallagher |
|
|
Name: Terence Gallagher
|
||
|
Title: Attorney-in-fact for Robert H. Lewin,
Chief Executive Officer
|
||
|
KKR CREDIT FUND ADVISORS LLC
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Vice President
|
||
|
KKR CREDIT ADVISORS (US) LLC
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Chief Financial Officer
|
||
|
KOHLBERG KRAVIS ROBERTS & CO. L.P.
|
||
|
By:
|
KKR & Co. GP LLC, its general partner
|
|
|
By:
|
/s/ Terence Gallagher
|
|
|
Name: Terence Gallagher
|
||
|
Title: Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
|
29
|
KKR & CO. GP LLC
|
||
|
By:
|
/s/ Terence Gallagher
|
|
|
Name: Terence Gallagher
|
||
|
Title: Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
|
||
|
KKR HOLDCO LLC
|
||
|
By:
|
/s/ Terence Gallagher
|
|
|
Name: Terence Gallagher
|
||
|
Title: Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer and Treasurer
|
||
|
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
|
30
|
GEORGE R. ROBERTS
|
||
|
By:
|
/s/ Terence Gallagher
|
|
|
Name: Terence Gallagher
|
||
|
Title: Attorney-in-fact
|
31
Annex A
Directors of KKR & Co. Inc.
The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Xavier Niel, who is a citizen of France.
|
Name
|
Principal Occupation
|
|
|
Henry R. Kravis
|
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
|
|
|
George R. Roberts
|
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
|
|
|
Joseph Y. Bae
|
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
|
|
|
Scott C. Nuttall
|
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
|
|
|
Mary N. Dillon
|
Chief Executive Officer of Ulta Beauty, Inc.
|
|
|
David C. Drummond
|
Senior Vice President, Corporate Development, Chief Legal Officer and Secretary of Alphabet Inc.
|
|
|
Joseph A. Grundfest
|
William A. Franke Professor of Law and Business of Stanford Law School
|
|
|
John B. Hess
|
Chief Executive Officer of Hess Corporation
|
|
|
Xavier Niel
|
Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA
|
|
|
Patricia F. Russo
|
Retired, Former Chief Executive Officer of Alcatel-Lucent
|
|
|
Thomas M. Schoewe
|
Retired, Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc.
|
|
|
Robert W. Scully
|
Retired, Former Member, Office of the Chairman of Morgan Stanley
|
32
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common
stock, $0.01 par value of Dave & Buster’s Entertainment, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance
with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: January 17, 2020
|
KKR DRAGON AGGREGATOR L.P.
|
||
|
By:
|
KKR Dragon Aggregator GP LLC., its general partner
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Vice President
|
||
|
KKR DRAGON AGGREGATOR GP LLC
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Vice President
|
||
|
POWELL INVESTORS II LIMITED PARTNERSHIP
|
||
|
By:
|
KKR Special Situations Fund II Limited, its general partner
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
|
KKR SPECIAL SITUATIONS FUND II LIMITED
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
1
|
KKR SPECIAL SITUATIONS (EEA) FUND II L.P.
|
||
|
By:
|
KKR Associates Special Situations (EEA) II Limited, its general partner
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
|
KKR ASSOCIATES SPECIAL SITUATIONS (EEA) II LIMITED
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
|
KKR ASSOCIATES SPECIAL SITUATIONS (OFFSHORE) II L.P.
|
||
|
By:
|
KKR Special Situations (Offshore) II Limited, its general partner
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
|
KKR SPECIAL SITUATIONS (OFFSHORE) II LIMITED
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Director
|
||
|
KKR FINANCIAL HOLDINGS LLC
|
||
|
By:
|
/s/ Terence Gallagher | |
|
Name: Terence Gallagher
|
||
|
Title: Attorney-in-fact for Robert H. Lewin,
Chief Executive Officer
|
||
|
KKR CREDIT FUND ADVISORS LLC
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Vice President
|
||
|
KKR CREDIT ADVISORS (US) LLC
|
||
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
|
Name: Jeffrey B. Van Horn
|
||
|
Title: Chief Financial Officer
|
||
2
|
KOHLBERG KRAVIS ROBERTS & CO. L.P.
|
||
|
By:
|
KKR & Co. GP LLC, its general partner
|
|
|
By:
|
/s/ Terence Gallagher
|
|
|
Name: Terence Gallagher
|
||
|
Title: Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
|
||
|
KKR & CO. GP LLC
|
||
|
By:
|
/s/ Terence Gallagher
|
|
|
Name: Terence Gallagher
|
||
|
Title: Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer
|
||
|
KKR HOLDCO LLC
|
||
|
By:
|
/s/ Terence Gallagher
|
|
|
Name: Terence Gallagher
|
||
|
Title: Attorney-in-fact for Robert H. Lewin,
Chief Financial Officer and Treasurer
|
||
|
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
|
3
|
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
|
4
EXHIBIT B
POWER OF ATTORNEY
Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any 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 manager or member of any limited
liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is
otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d),
13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, 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: May 28, 2014
1
POWER OF ATTORNEY
Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any 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 manager or member of any limited
liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is
otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d),
13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, 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: May 28, 2014
2
POWER OF ATTORNEY
Know all men by these presents that Robert H. Lewin does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher Lee, or any 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 manager or member of any limited liability company, as a partner of any
partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and
deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the
Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, 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/ Robert H. Lewin
|
|
|
Name: Robert H. Lewin
|
Date: January 14, 2020
3