Form D/A
View Original Filing
Notice of Exempt Offering of Securities
Item 1. Issuer's Identity
Name of Issuer:
KKR AMERICAS FUND XII L.P.
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
2015
Entity Type
LIMITED PARTNERSHIP
Item 2 Issuer Principal Place of Business and Contact Information
C/O KOHLBERG KRAVIS ROBERTS CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
Phone Number:
subscription required
Item 3. Related Persons
Name
N/A N/A KKR ASSOCIATES AMERICAS XII L.P.
Address
subscription required
Relationship(s)
Clarification of Response
GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
N/A N/A KKR AMERICAS XII LIMITED
Address
subscription required
Relationship(s)
Clarification of Response
GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
TODD A. FISHER
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
WILLIAM J. JANETSCHEK
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
DAVID J. SORKIN
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
BRIAN BULL
Address
subscription required
Relationship(s)
Clarification of Response
VICE PRESIDENT OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
STEVE CODISPOTI
Address
subscription required
Relationship(s)
Clarification of Response
VICE PRESIDENT OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
TERENCE GALLAGHER
Address
subscription required
Relationship(s)
Clarification of Response
VICE PRESIDENT OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
STEPHEN JORDAN
Address
subscription required
Relationship(s)
Clarification of Response
VICE PRESIDENT OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
ALEXANDER NAVAB
Address
subscription required
Relationship(s)
Clarification of Response
VICE PRESIDENT OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
SCOTT C. NUTTALL
Address
subscription required
Relationship(s)
Clarification of Response
VICE PRESIDENT OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
SUZANNE O. DONOHOE
Address
subscription required
Relationship(s)
Clarification of Response
VICE PRESIDENT OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
JASON CARSS
Address
subscription required
Relationship(s)
Clarification of Response
ASSISTANT SECRETARY OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
CHRISTOPHER LEE
Address
subscription required
Relationship(s)
Clarification of Response
ASSISTANT SECRETARY OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Item 4. Industry Group
POOLED INVESTMENT FUND
- PRIVATE EQUITY FUND
Item 5. Issuer Size
Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE
Item 6. Federal Exemptions and Exclusions Claimed
Item 7. Type of Filing
Amendment
Date of First Sale in this Offering:
03/03/2016
Item 8. Duration of Offering
Does the issuer intend this offering to last more than one year?
No
Item 9. Type(s) of Securities Offered
- Pooled Investment Fund Interests
- Other: LIMITED PARTNERSHIP INTERESTS
Item 10. Business Combination Transaction
Is this offering being made in connection with a business combination
transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response
Item 11. Minimum Investment
Minimum Investment accepted from any outside investor
0
Item 12. Sales Compensation
Recipient
MORGAN STANLEY SMITH BARNEY LLC
Recipient CRD Number
149777
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
522 FIFTH AVENUE, 13TH FLOOR
NEW YORK, NY 10036
States of Solicitation
Item 12. Sales Compensation
Recipient
J.P. MORGAN SECURITIES LLC
Recipient CRD Number
79
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
270 PARK AVENUE
NEW YORK, NY 10017
States of Solicitation
Item 12. Sales Compensation
Recipient
ARTIVEST BROKERAGE LLC
Recipient CRD Number
168218
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
1140 BROADWAY, SUITE 1501
NEW YORK, NY 10001
States of Solicitation
Item 12. Sales Compensation
Recipient
DAEWOO SECURITIES CO., LTD.
Recipient CRD Number
NONE
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
56, GUKJEGEUMYUNG-RO, YEONGDEUNGPO-GU
SEOUL, M5 150-716
States of Solicitation
Item 12. Sales Compensation
Recipient
PICTON S.A.
Recipient CRD Number
NONE
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
AV. APOQUINDO 2929, 22ND FLOOR
LAS CONDES
SANTIAGO, F3 00000
States of Solicitation
Item 12. Sales Compensation
Recipient
NOAH HOLDINGS (HONG KONG) LIMITED
Recipient CRD Number
NONE
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
ROOM 903-4, LI PO CHUN CHAMBERS
189 DES VOEUX ROAD, CENTRAL
HONG KONG, F4 00000
States of Solicitation
Item 12. Sales Compensation
Recipient
CYGNUS INVESTMENT PARTNERS LP
Recipient CRD Number
NONE
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
BROOKFIELD PLACE
181 BAY STREET, SUITE 4200
TORONTO, Z4 M5J 2T3
States of Solicitation
Item 12. Sales Compensation
Recipient
HSBC MANAGEMENT (GUERNSEY) LIMITED
Recipient CRD Number
172522
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
ARNOLD HOUSE, ST JULIAN'S AVENUE
ST PETER PORT, Y7 GY1 3NF
States of Solicitation
Item 12. Sales Compensation
Recipient
FORESIDE FUND SERVICES, LLC
Recipient CRD Number
46106
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
THREE CANAL PLAZA, SUITE 100
PORTLAND, ME 04101
States of Solicitation
Item 12. Sales Compensation
Recipient
UBS FINANCIAL SERVICES INC.
Recipient CRD Number
8174
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
States of Solicitation
Item 13. Offering and Sales Amounts
Total Offering Amount
INDEFINITE
Total Amount Sold
10843957000
Total Remaining to be Sold
INDEFINITE
Clarification of Response
THE AMOUNT DISCLOSED IN ITEM 13 AND THE NUMBER OF INVESTORS DISCLOSED IN ITEM 14 REFLECTS SALES TO BOTH U.S. AND NON-U.S. INVESTORS AND EXCLUDES THE GENERAL PARTNER'S CAPITAL COMMITMENT.
Item 14. Investors
Securities in the offering have been or may be sold to persons
who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
184
Item 15. Sales Commissions and Finders' Fees Expenses
Sales Commissions:
26876100.0 Is an estimate
Finders' Fees
0.0
Clarification of Response
THE FIGURE DISCLOSED ABOVE REFLECTS ESTIMATED AMOUNTS EXPECTED TO BE PAID TO PLACEMENT AGENTS IN RESPECT OF U.S. OFFERING.
Item 16. Use of Proceeds
Provide the amount of the gross proceeds of the offering
that has been or is proposed to be used for payments to any of the persons required
to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response
Signature and Submission
Issuer Name
KKR AMERICAS FUND XII L.P.
Issuer Signature
JASON CARSS
Signer Name
JASON CARSS
Signer Title
ASSISTANT SECRETARY OF THE GP OF THE GP OF THE ISSUER
Signature Date
12/27/2016