UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
IMS Health Holdings, Inc.
(Name of Issuer)
| Common Stock, par value $0.01 per share |
(Title of Class of Securities)
| 44970B109 |
(CUSIP Number)
| December 31, 2014 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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. 44970B109 | ||
| 1. | Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only)
Green Equity Investors V, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
27,536,100 shares of Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
27,536,100 shares of Common Stock | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
27,536,100 shares of Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014. | |||||
12. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 44970B109 | ||
| 1. | Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only)
Green Equity Investors Side V, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
27,536,100 shares of Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
27,536,100 shares of Common Stock | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
27,536,100 shares of Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014. | |||||
12. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 44970B109 | ||
| 1. | Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only)
LGP Iceberg Coinvest, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
27,536,100 shares of Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
27,536,100 shares of Common Stock | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
27,536,100 shares of Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014. | |||||
12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| CUSIP No. 44970B109 | ||
| 1. | Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only)
GEI Capital V, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
27,536,100 shares of Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
27,536,100 shares of Common Stock | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
27,536,100 shares of Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014. | |||||
12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| CUSIP No. 44970B109 | ||
| 1. | Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only)
Green V Holdings, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
27,536,100 shares of Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
27,536,100 shares of Common Stock | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
27,536,100 shares of Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014. | |||||
12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| CUSIP No. 44970B109 | ||
| 1. | Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only)
Leonard Green & Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
27,536,100 shares of Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
27,536,100 shares of Common Stock | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
27,536,100 shares of Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014. | |||||
12. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 44970B109 | ||
| 1. | Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only)
Peridot Coinvest Manager LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
27,536,100 shares of Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
27,536,100 shares of Common Stock | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
27,536,100 shares of Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014. | |||||
12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| CUSIP No. 44970B109 | ||
| 1. | Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only)
LGP Management, Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
27,536,100 shares of Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
27,536,100 shares of Common Stock | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
27,536,100 shares of Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014. | |||||
12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. 44970B109 | ||
| 1. | Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only)
LGP Associates V LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
27,536,100 shares of Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
27,536,100 shares of Common Stock | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
27,536,100 shares of Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014. | |||||
12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| CUSIP No. 44970B109 | ||
| 1. | Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only)
John G. Danhakl | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
27,536,100 shares of Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
27,536,100 shares of Common Stock | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
27,536,100 shares of Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.3% beneficial ownership of the Common Stock based on 333,227,723 shares of Common Stock outstanding as of October 23, 2014, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on October 30, 2014. | |||||
12. | Type of Reporting Person (See Instructions)
IN | |||||
| Item 1. |
| (a) | Name of Issuer |
IMS Health Holdings, Inc. (“Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices |
83 Wooster Heights Road
Danbury, Connecticut 06810
| Item 2. |
| (a) | Name of Person(s) Filing: |
A. Green Equity Investors V, L.P.
B. Green Equity Investors Side V, L.P.
C. LGP Iceberg Coinvest, LLC
D. GEI Capital V, LLC
E. Green V Holdings, LLC
F. Leonard Green & Partners, L.P.
G. Peridot Coinvest Manager LLC
H. LGP Management, Inc.
I. LGP Associates V LLC
J. John G. Danhakl
Green Equity Investors V, L.P., a Delaware limited partnership (“GEI V”) is the direct owner of 21,028,084 shares of Common Stock of the Issuer (the “GEI V Shares”). Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEI Side V”) is the direct owner of 6,307,920 shares of Common Stock of the Issuer (the “GEI Side V Shares”). LGP Iceberg Coinvest, LLC, a Delaware limited liability company (“Iceberg” and, collectively with GEI V and GEI Side V, the “LGP Funds”) is the direct owner of 200,096 shares of Common Stock of the Issuer (the “Iceberg Shares” and, collectively with the GEI V Shares and the GEI Side V Shares, the “Shares”).
GEI Capital V, LLC, a Delaware limited liability company (“GEIC”) is the general partner of GEI V and GEI Side V. Green V Holdings, LLC, a Delaware limited liability company (“Holdings”) is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”) is the manager of GEI V, GEI Side V, and Peridot Coinvest Manager LLC (“Peridot”), and an affiliate of GEIC and Holdings. LGP Management, Inc., a Delaware corporation (“LGPM”) is the general partner of LGP. Mr. Danhakl is the Director, Executive Vice President and Managing Partner of LGPM and a member of the Issuer’s board of directors. Peridot is the manager of LGP Associates V LLC (“Associates V”). Associates V is the manager of Iceberg.
GEIC, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, LGP, as the manager of GEI V, GEI Side V, and Peridot, LGPM, as the general partner of LGP, Mr. Danhakl, as the Director, Executive Vice President and Managing Partner of LGPM, Peridot, as the manager of Associates V, and Associates V, as the manager of Iceberg, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to share voting and investment power with respect to the Shares. As such, GEIC, Holdings, LGP, Peridot, LGPM, Mr. Danhakl and Associates V may be deemed to be the indirect beneficial owners of the Shares.
Each of GEIC, Holdings, LGP, Peridot, LGPM, Mr. Danhakl and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its and, with respect to Mr. Danhakl, his pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 13(d), Section 13(g), Section 16, or for any other purposes.
Each of Messrs. John G. Danhakl, Peter J. Nolan, Jonathan D. Sokoloff, Jonathan A. Seiffer, John M. Baumer, Timothy J. Flynn, James D. Halper, Todd M. Purdy, Michael S. Solomon, and W. Christian McCollum either directly (whether through ownership interest or position) or through one or more intermediaries, may be deemed to control LGP. As such, Messrs. Danhakl, Nolan, Sokoloff, Seiffer, Baumer, Flynn, Halper, Purdy, Solomon, and McCollum may be deemed to have shared voting and investment power with respect to all shares beneficially owned by the LGP Funds. These individuals each disclaim beneficial ownership of the securities held by the LGP Funds except to the extent of his pecuniary interest therein.
| (b) | Address of Principal Business Office or, if none, Residence |
(A) – (J): 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025
| (c) | Citizenship |
(A) – (I): Delaware
(J): United States of America
| (d) | Title of Class of Securities |
This statement relates to the Issuer’s Common Stock, par value $0.01 per share.
| (e) | CUSIP Number |
44970B109
| Item 3. |
Not applicable.
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The following information is provided as of February 13, 2015.
(a) Amount beneficially owned:
See responses to Item 9 on each cover page.
(b) Percent of class:
See responses to Item 11 on each cover page.
(c) Number of shares as to which such person has:
| i. | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| ii. | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| iii. | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| iv. | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
The LGP Funds have entered into an Amended and Restated Shareholders’ Agreement, dated as of April 9, 2014 (as further supplemented and amended, the “Shareholders Agreement”), with certain other holders signatory to the Shareholders Agreement (the “Holders”) of shares of Common Stock. Pursuant to the Shareholders Agreement, the LGP Funds and the Holders have agreed to, among other things, vote their shares of Common Stock to elect members of the Board of Directors of the Issuer as set forth therein.
Because of the relationship among the LGP Funds and the Holders as a result of the Shareholders Agreement, the LGP Funds and the Holders may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act. The reporting persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own at December 31, 2014 (based on publicly available information) 254,249,996 shares of Common Stock held in the aggregate by the LGP Funds and the Holders, or 76.3% of the total number of outstanding shares of Common Stock of the Issuer (based upon 333,227,723 shares of Common Stock issued and outstanding as of October 23, 2014, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 30, 2014). Each reporting person and each LGP Fund disclaims beneficial ownership of the shares of Common Stock held by the Holders. It is the understanding of the reporting persons that the Holders have filed a separate Schedule 13G pursuant to Rule 13d-1(k)(2) under the Act.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
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 as of February 13, 2015.
| Green Equity Investors V, L.P. | ||
| By: | GEI Capital V, LLC, its General Partner | |
| By: | /s/ Adrian J. Maizey | |
| Adrian J. Maizey | ||
| Chief Operating Officer and Secretary | ||
| Green Equity Investors Side V, L.P. | ||
| By: | GEI Capital V, LLC, its General Partner | |
| By: | /s/ Adrian J. Maizey | |
| Adrian J. Maizey | ||
| Chief Operating Officer and Secretary | ||
| LGP Iceberg Coinvest, LLC | ||
| By: | LGP Associates V LLC, its Manager | |
| By: | Peridot Coinvest Manager LLC, its Manager | |
| By: | /s/ Adrian J. Maizey | |
| Adrian J. Maizey | ||
| Chief Operating Officer and Secretary | ||
| GEI Capital V, LLC | ||
| By: | /s/ Adrian J. Maizey | |
| Adrian J. Maizey | ||
| Chief Operating Officer and Secretary | ||
| Green V Holdings, LLC | ||
| By: | /s/ Adrian J. Maizey | |
| Adrian J. Maizey | ||
| Chief Operating Officer and Secretary | ||
| Leonard Green & Partners, L.P. | ||
| By: | LGP Management, Inc., its General Partner | |
| By: | /s/ Adrian J. Maizey | |
| Adrian J. Maizey | ||
| Chief Operating Officer and Secretary | ||
| Peridot Coinvest Manager LLC | ||
| By: | /s/ Adrian J. Maizey | |
| Adrian J. Maizey | ||
| Chief Operating Officer and Secretary | ||
[Signatures Continue on Next Page]
| LGP Management, Inc. | ||
| By: | /s/ Adrian J. Maizey | |
| Adrian J. Maizey | ||
| Chief Operating Officer and Secretary | ||
| LGP Associates V LLC | ||
| By: | Peridot Coinvest Manager LLC, its Manager | |
| By: | /s/ Adrian J. Maizey | |
| Adrian J. Maizey | ||
| Chief Operating Officer and Secretary | ||
/s/ John G. Danhakl | ||
| John G. Danhakl | ||
Attention: Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
EXHIBIT | DESCRIPTION | |
| 1 | Joint Filing Agreement, dated February 13, 2015. | |
| 2 | Power of Attorney, dated February 13, 2015. | |
| 3 | Identification of Members of the Group, dated February 13, 2015. | |
