UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. )*

Fiserv, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

337738108
(CUSIP Number)

David J. Sorkin, Esq.
Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, New York 10019
Telephone: (212) 750-8300
 
with a copy to:
 
Sean D. Rodgers, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: 212-446-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 29, 2019
(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 §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).



CUSIP No. 337738108
13D
 

1
NAMES OF REPORTING PERSONS
 
 
New Omaha Holdings 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
 
 
110,425,667
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

2

CUSIP No. 337738108
13D
 

1
NAMES OF REPORTING PERSONS
 
 
New Omaha 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
 
 
110,425,667
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

3

CUSIP No. 337738108
13D
 

1
NAMES OF REPORTING PERSONS
 
 
KKR 2006 Fund 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
 
 
110,425,667
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 


4

CUSIP No. 337738108
13D
 

1
NAMES OF REPORTING PERSONS
 
 
KKR Associates 2006 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
 
 
110,425,667
 
 
 
 
8
SHARED VOTING POWER
 
 
 0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
5

CUSIP No. 337738108
13D
 

1
NAMES OF REPORTING PERSONS
 
 
KKR 2006 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
 
 
110,425,667
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

6

CUSIP No. 337738108
13D
 

1
NAMES OF REPORTING PERSONS
 
 
KKR Fund Holdings 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
 
 
110,425,667
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
7

CUSIP No. 337738108
13D
 

1
NAMES OF REPORTING PERSONS
 
 
KKR Fund Holdings GP 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
 
 
110,425,667
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

8

CUSIP No. 337738108
13D
 

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
 
 
110,425,667
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
9

CUSIP No. 337738108
13D
 

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
 
 
110,425,667
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

10

CUSIP No. 337738108
13D
 

1
NAMES OF REPORTING PERSONS
 
 
KKR Management 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
 
 
110,425,667
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

11

CUSIP No. 337738108
13D
 

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
 
 
110,425,667
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

12

CUSIP No. 337738108
13D
 

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
 
 
110,425,667
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
110,425,667
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
110,425,667
 
 
 
 
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)
 
 
16.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

13

Item 1.
Security and Issuer.
 
This Statement on Schedule 13D (this “Schedule 13D”) relates to common stock, par value $0.01 per share (the “Common Stock”), of Fiserv, Inc., a Wisconsin corporation (the “Issuer”). The Issuer’s principal executive offices are located at 255 Fiserv Drive, Brookfield, Wisconsin 53045.
 
Item 2.
Identity and Background.
 
(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:
 

(i)
New Omaha Holdings L.P., a Delaware limited partnership;

(ii)
New Omaha Holdings LLC, a Delaware limited liability company;

(iii)
KKR 2006 Fund L.P., a Delaware limited partnership;

(iv)
KKR Associates 2006 L.P., a Delaware limited partnership;

(v)
KKR 2006 GP LLC, a Delaware limited liability company;

(vi)
KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership;

(vii)
KKR Fund Holdings GP Limited, a Cayman Islands limited company;

(viii)
KKR Group Holdings Corp., a Delaware corporation;

(ix)
KKR & Co. Inc., a Delaware corporation;

(x)
KKR Management LLC, a Delaware limited liability company;

(xi)
Henry R. Kravis, a United States citizen; and

(xii)
George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xii) are collectively referred to herein as the “Reporting Persons”).
 
New Omaha Holdings LLC is the general partner of New Omaha Holdings L.P. KKR 2006 Fund L.P. is the sole member of New Omaha Holdings LLC. KKR Associates 2006 L.P. is the general partner of KKR 2006 Fund L.P. KKR 2006 GP LLC is the general partner of KKR Associates 2006 L.P. KKR Fund Holdings L.P. is the designated member of KKR 2006 GP LLC. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the Class B common stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
 
Each of Messrs. Scott Nuttall, Joseph Bae, William Janetschek, and David Sorkin is a director of KKR Fund Holdings GP Limited and KKR Group Holdings Corp. The executive officers of KKR Group Holdings Corp. and KKR & Co. Inc. are Messrs. Kravis, Roberts, Nuttall, Bae, Janetschek and Sorkin. The directors of KKR & Co. Inc. are listed on Annex A attached hereto, which is incorporated herein by reference.
 
Each of Messrs. Nuttall, Bae, Janetschek and Sorkin is a United States citizen.
 
The Reporting Persons have entered into a joint filing agreement, dated as of August 6, 2019, a copy of which is attached hereto as Exhibit A.
 
(b) The address of the business office of each of the Reporting Persons, except for Mr. Roberts, and Messrs. Nuttall, Bae, Janetschek and Sorkin and the other individuals named in this Item 2 is:
 
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, New York 10019
 
The address of the principal business office of Mr. Roberts is:
 
14

c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
 
(c) New Omaha Holdings L.P. is engaged in the business of making and holding investments in securities and New Omaha Holdings LLC is principally engaged in the business of being the general partner of New Omaha Holdings L.P. KKR 2006 Fund L.P. is principally engaged in the business of making investments and KKR Associates 2006 L.P. and KKR 2006 GP LLC are each principally engaged in the business of being a general partner, directly and indirectly, of KKR 2006 Fund L.P. Each of KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings Corp., KKR & Co. Inc. and KKR Management LLC is principally engaged as a holding company for the subsidiaries engaged in the investment management business.
 
The present principal occupation or employment of each of Messrs. Kravis, Roberts, Nuttall, Bae, Janetschek and Sorkin is as an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) 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 individuals 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 individuals 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 Considerations.
 
The information set forth in Items 5 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 3.
 
On July 29, 2019, in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 16, 2019 (the “Merger Agreement”), among the Issuer, 300 Holdings, Inc., a Delaware corporation and a direct and wholly-owned subsidiary of the Issuer (“Merger Sub”), and First Data Corporation, a Delaware corporation (“First Data”), pursuant to which, among other things, Merger Sub merged with and into First Data, with First Data continuing as the surviving entity and an indirect wholly-owned subsidiary of the Issuer (the “Merger”), and New Omaha Holdings L.P. received, in exchange for its 364,441,146 shares of Class B common stock of  First Data, 110,425,667 shares of Common Stock.
 
Item 4.
Purpose of 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. Subject to the terms of the Shareholder Agreement (defined in Item 6 below) and 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, subject to the Shareholder Agreement, acquire or cause affiliates to acquire additional shares of Common Stock or other securities of the Issuer (including any combination or derivative thereof); the Reporting Persons intend to dispose, or cause affiliates to dispose, of shares of Common Stock or other securities of the Issuer from time to time, and may continue to hold, or cause affiliates to hold, shares of Common Stock or other securities of the Issuer.
 
15

The Reporting Persons intend 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, subject to the Shareholder Agreement, the Reporting Persons may engage in discussions with management or 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.
 
Mr. Scott Nuttall, an executive of KKR, is currently a member of the board of directors of the Issuer.
 
Except as set forth above, 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.
 
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) and (b). The Reporting Persons may be deemed to beneficially own an aggregate of 110,425,667 shares of Common Stock, which represents, in the aggregate, approximately 16.2% of the outstanding shares of the Issuer’s Common Stock, calculated pursuant to Rule 13d-3 of the Exchange Act.
 
The aggregate percentage of beneficial ownership in this Schedule 13D for purposes of calculations under Rule 13d-3 is based on 679,685,516 shares of Common Stock outstanding as of July 29, 2019 after giving effect to the consummation of the Merger.
 
Each of New Omaha Holdings LLC (as the general partner of New Omaha Holdings L.P.), KKR 2006 Fund L.P. (as the sole member of New Omaha Holdings LLC), KKR Associates 2006 L.P. (as the general partner of KKR 2006 Fund L.P.), KKR 2006 GP LLC (as the general partner of KKR Associates 2006 L.P.), KKR Fund Holdings L.P. (as the designated member of KKR 2006 GP LLC), KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.), KKR Group Holdings Corp. (as the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P.), KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR Management LLC (as the Class B common stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the designated members of KKR Management LLC) may be deemed to be the beneficial owner of the securities beneficially owned directly by New Omaha Holdings L.P., in each case, as described more fully in this Schedule 13D.
 
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 Schedule 13D.
 
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.
 
16

(c) Except as otherwise described in this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Common Stock during the past 60 days.
 
(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.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
The information set forth in Items 3, 4 and 5 and Annex A hereof is hereby incorporated by reference into this Item 6.
 
Shareholder Agreement
 
Simultaneously with the execution of the Merger Agreement, the Issuer and New Omaha Holdings L.P. entered into a Shareholder Agreement, dated as of the date of the Merger Agreement and effective as of July 29, 2019 (the “Shareholder Agreement”), pursuant to which New Omaha Holdings L.P. has agreed, among other things, that until the aggregate ownership percentage of the outstanding shares of Common Stock owned by New Omaha Holdings L.P. and its affiliate transferees first falls below 5%, New Omaha Holdings L.P. (i) may not acquire beneficial ownership of any Common Stock except for the Common Stock acquired in the Merger, and (ii) will be subject to certain standstill provisions, including prohibitions against (A) soliciting, encouraging, assisting, negotiating or making any public announcements with respect to any extraordinary transaction involving the Issuer, (B)  any voting agreements with third parties, (C)  influencing management or the board of directors of the Issuer, or (D) calling any special shareholder meeting of the Issuer or soliciting any written consents or proxies with respect to the restricted actions.

For the first three months following July 29, 2019, New Omaha Holdings L.P. may transfer its shares only to (i) the Issuer, (ii) affiliate transferees, and (iii) in a distribution to its equityholders. After the three-month anniversary of such date, New Omaha Holdings L.P. may transfer such shares, (A) in open market transactions under Rule 144 under the Securities Act of 1933, as amended, (B) in privately negotiated transactions, or (C) via widespread public offerings, and, with respect to each of (A), (B) and (C), subject to certain volume and other limitations.

Until the aggregate ownership percentage of the outstanding shares of Common Stock held by New Omaha Holdings L.P. and its affiliate transferees first falls below 5%, New Omaha Holdings L.P. may designate a director to be appointed to the board of directors of the Issuer in accordance with the terms of the Shareholder Agreement. Initially, New Omaha Holdings L.P. has designated Mr. Scott Nuttall to serve on the Issuer’s board of directors.  The Shareholder Agreement will terminate immediately when the aggregate beneficial ownership of New Omaha Holdings L.P. and certain of its affiliates ceases to be at least 3% of the issued and outstanding shares of Common Stock.
 
Registration Rights Agreement
 
Simultaneously with the execution of the Merger Agreement, the Issuer and New Omaha Holdings L.P. entered into a Registration Rights Agreement, dated as of the date of the Merger Agreement and effective as of July 29, 2019 (the “Registration Rights Agreement”), pursuant to which New Omaha Holdings L.P. is entitled to certain shelf registration rights, demand registration rights and piggyback registration rights with respect to the Common Stock it holds, in each case, subject to certain limitations. Affiliate transferees may also become a party to the Registration Rights Agreement. The Registration Rights Agreement will terminate immediately when the aggregate ownership percentage of the outstanding shares of Common Stock held by New Omaha Holdings L.P. and its affiliate transferees falls below 2% and such shares may be freely sold without restrictions.
 
17

The foregoing descriptions of the Shareholder Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to such documents, copies of which are filed as Exhibits C and D, respectively, to this Schedule 13D and are incorporated herein by reference.
 
Item 7.
Materials to be Filed as Exhibits.
 
Exhibit
No.
  Description
 
Joint Filing Agreement, dated as of August 6, 2019, by and among the Reporting Persons.
 
Powers of Attorney
Exhibit C
 
Shareholder Agreement, dated January 16, 2019, by and among Fiserv, Inc. and New Omaha Holdings L.P. (incorporated by reference from Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on January 18, 2019).
Exhibit D
 
Registration Rights Agreement, dated January 16, 2019, by and among Fiserv, Inc. and New Omaha Holdings L.P. (incorporated by reference from Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed on January 18, 2019).

18

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: August 6, 2019
NEW OMAHA HOLDINGS L.P.
     
 
By:
New Omaha Holdings LLC, its general partner
     
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Vice President, Treasurer and Secretary

 
NEW OMAHA HOLDINGS LLC
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Vice President, Treasurer and Secretary

 
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 P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
KKR ASSOCIATES 2006 L.P.
   
 
By:
KKR 2006 GP LLC, its general partner
     
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

19

 
KKR 2006 GP LLC
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
KKR FUND HOLDINGS L.P.
   
 
By:
KKR Group Holdings Corp., a general partner
     
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
KKR FUND HOLDINGS GP LIMITED
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Director

 
KKR GROUP HOLDINGS CORP.
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
KKR & CO. INC.
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
KKR MANAGEMENT LLC
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
HENRY R. KRAVIS
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact

 
GEORGE R. ROBERTS
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact

20

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

Mr. Scott Nuttall and a trust for the benefit of Mr. Nuttall’s family directly hold 22,725 and 7,575 shares of Common Stock, respectively, received in the Merger as merger consideration for the 75,000 and 25,000 shares of Class A common stock of First Data owned prior to the Merger, respectively.  Mr. Nuttall, as a member of the board of directors of the Issuer, is expected to participate in the Issuer’s non-employee director compensation arrangements set forth on (i) the Non-Employee Director Compensation Schedule, filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on May 24, 2018, and (ii) the Fiserv, Inc. Non-Employee Director Deferred Compensation Plan, filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on December 1, 2017, as each may be modified by the Issuer from time to time.

 

21


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 Common Stock, of Fiserv, 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: August 6, 2019
 
 
NEW OMAHA HOLDINGS L.P.
   
 
By:
New Omaha Holdings LLC, its general partner
     
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Vice President, Treasurer and Secretary

 
NEW OMAHA HOLDINGS LLC
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Vice President, Treasurer and Secretary

 
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 P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
KKR ASSOCIATES 2006 L.P.
   
 
By:
KKR 2006 GP LLC, its general partner
     
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer


 
KKR 2006 GP LLC
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
KKR FUND HOLDINGS L.P.
   
 
By:
KKR Group Holdings Corp., a general partner
     
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
KKR FUND HOLDINGS GP LIMITED
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Director


 
KKR GROUP HOLDINGS CORP.
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
KKR & CO. INC.
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
KKR MANAGEMENT LLC
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact for
   
William J. Janetschek, Chief Financial Officer

 
HENRY R. KRAVIS
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact

 
GEORGE R. ROBERTS
   
 
By:
/s/ Terence P. Gallagher
   
Name: Terence P. Gallagher
   
Title: Attorney-in-fact

 


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

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

POWER OF ATTORNEY
 
Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint 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/ William J. Janetschek
 
Name: William J. Janetschek
 
Date: May 28, 2014