| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
KinderCare Learning Companies, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
49456W105 (CUSIP Number) |
12/31/2024 (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) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 49456W105 |
| 1 | Names of Reporting Persons Partners Group Holding AG | ||||||||
| 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 SWITZERLAND | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 81,418,736.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 69.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) FI |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: KinderCare Learning Companies, Inc. | |
| (b) | Address of issuer's principal executive
offices: 5005 Meadows Road, Lake Oswego, OR 97035 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is being filed by Partners Group Holding AG ("PG Holding"), which has sole voting and dispositive power over the shares common stock of KinderCare Learning Companies, Inc. (the "Issuer") reported herein, and is controlled by its Board of Directors.
Partners Group AG, a wholly-owned subsidiary of PG Holding, is the investment adviser of (i) Partners Group Client Access 13, L.P., which directly holds 71,083,886 shares of common stock of the Issuer, (ii) Partners Group Barrier Reef, L.P., which directly holds 3,575,054 shares of common stock of the Issuer, (iii) Partners Group Daintree Co-Invest, L.P., which directly holds 4,766,739 shares of common stock of the Issuer, (iv) Partners Group Direct Investments 2012 (EUR), L.P. Inc., which directly holds 145,945 shares of common stock of the Issuer and (v) Partners Group Access 768 L.P., which directly holds 715,011 shares of common stock of the Issuer. Partners Group Client Access Management I Limited is the general partner to Partners Group Client Access 13, L.P. Partners Group Management XIII Limited is the general partner to Partners Group Barrier Reef, L.P., Partners Group Daintree Co-Invest, L.P., and Partners Group Direct Investments 2012 (EUR), L.P. Inc. Partners Group Management (Scots) LLP is the general partner to Partners Group Access 768 L.P.
Partners Group (USA) Inc., a wholly-owned subsidiary of PG Holding, is the investment adviser of (i) Partners Group Hercules L.P. Inc., which directly holds 417,090 shares of common stock of the Issuer, and (ii) Partners Group Hearst Opportunities Fund L.P., which directly holds 715,011 shares of common stock of the Issuer. Partners Group Management X Limited is the general partner to Partners Group Hercules L.P. Inc. Partners Group Cayman Management II Limited is the general partner to Partners Group Hearst Opportunities Fund L.P. | |
| (b) | Address or principal business office or, if
none, residence: Zugerstrasse 57, 6341 Baar, Switzerland | |
| (c) | Citizenship: Switzerland | |
| (d) | Title of class of securities: Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 49456W105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See response to Item 9 on cover page and Item 2(a) | |
| (b) | Percent of class: See response to Item 11 on cover page. The percentage is based upon the statement in the Issuer's quarterly report on Form 10-Q for the quarter ended September 28, 2024, as filed with the SEC on November 21, 2024, that there were 117,966,089 outstanding shares of common stock of the Issuer as of November 18, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See response to Item 5 on cover page | ||
| (ii) Shared power to vote or to direct the
vote: See response to Item 6 on cover page | ||
| (iii) Sole power to dispose or to direct the
disposition of: See response to Item 7 on cover page | ||
| (iv) Shared power to dispose or to direct the
disposition of: See response to Item 8 on cover page | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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. | |
Not Applicable
| ||
| 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. |
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