KKR Affiliates Report Notional 1,874,538-Share Swap in Henry Schein (HSIC)
Rhea-AI Filing Summary
KKR-related entities reported an equity-swap position covering 1,874,538 shares of Henry Schein Inc (HSIC). The swap was entered into August 6, 2025, the initial hedge period completed August 12, 2025, and set a notional price of $66.19 per share. Under the total return swap, the counterparty is obligated to deliver 1,874,538 shares to KKR Hawaii Aggregator L.P., which would directly hold the shares upon settlement. The filing discloses the chain of ownership linking the reporting partnership through multiple KKR entities and includes standard disclaimers that the filers disclaim beneficial ownership except for pecuniary interests.
Positive
- Material economic exposure disclosed: 1,874,538-share notional position provides transparency to the market
- Clear chain of reporting entities explains how the position ties back to KKR affiliates
Negative
- No direct beneficial ownership yet: position is via a swap and filers disclaim ownership except for pecuniary interest
- Potential future dilution or concentration if the swap is settled into direct share ownership
Insights
TL;DR: A large equity-swap gives KKR economic exposure to 1.87M HSIC shares, creating potential near-term demand if settled.
The disclosed total-return swap covering 1,874,538 shares at a notional price of $66.19 represents material economic exposure equal to a multi-million-dollar notional position. For investors this is relevant because settlement would result in direct ownership and could affect free float and supply-demand dynamics. The structure (swap with delivery obligation) means the counterparty bears delivery risk while KKR holds the economic upside/ downside. The multi-tiered ownership chain is standard for private fund arrangements and the filers expressly disclaim beneficial ownership beyond pecuniary interest.
TL;DR: KKR affiliates disclosed an arrangement that may convert to direct shares, requiring disclosure under Section 16.
The Form 4 correctly reports a derivatives-based position (equity swap) that can result in acquisition of 1,874,538 common shares. The filing clarifies the reporting persons and ownership chain among KKR entities and includes the customary disclaimer of beneficial ownership. From a governance perspective, conversion into direct holdings would increase institutional ownership and could trigger additional reporting or required filings by affiliates. No executive changes or related-party transactions beyond the swap are disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Equity Swap (obligation to purchase) | 1,874,538 | $0.00 | -- |
Footnotes (1)
- On August 6, 2025, KKR Hawaii Aggregator L.P. entered into a total return swap (the "Swap") with a third-party financial counterparty. On August 12, 2025, the initial hedge period was completed, and the number of notional shares of Common Stock covered by the Swap was set at 1,874,538 shares of Common Stock and the notional price per share was determined to be $66.19. Pursuant to the Swap, KKR Hawaii Aggregator L.P. has the right to acquire, and the counterparty has the obligation to deliver to KKR Hawaii Aggregator L.P., an aggregate of 1,874,538 shares of Common Stock. Upon such acquisition and settlement of shares of Common Stock, such shares of Common Stock would be directly held by KKR Hawaii Aggregator L.P. KKR Hawaii Aggregator GP LLC is the general partner of KKR Hawaii Aggregator L.P. KKR North America Fund XIII SCSp is the sole member of KKR Hawaii Aggregator GP LLC. KKR Associates North America XIII SCSp is the general partner of KKR North America Fund XIII SCSp. KKR North America XIII S.a r.l. is the general partner of KKR Associates North America XIII SCSp. KKR North America XIII Holdings Limited is the sole shareholder of KKR North America XIII S.a r.l. KKR Group Partnership L.P. is the sole shareholder of KKR North America XIII Holdings Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
