Sec Form 13D Filing - KKR Hawaii Aggregator L.P. filing for - 2025-11-06

The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

Items 5(a) - (c) of Schedule 13D are hereby amended and restated as follows:
 
 The responses of the Reporting Persons to rows 11 and 13 on the cover pages of this Schedule 13D are incorporated by reference herein.
 
 The Reporting Persons beneficially own an aggregate of 17,583,918 shares of Common Stock, representing approximately 14.9% of the outstanding shares of Common Stock of the Issuer. The Reporting Persons' beneficial ownership consists of: (i) 15,263,662 shares of Common Stock held directly by KKR Hawaii Holdings L.P., (ii) 1,931,886 shares of Common Stock that KKR Hawaii Aggregator L.P. has the right to acquire pursuant to the June Swap and the August Swap and (iii) 388,370 shares of Common Stock held directly by MH Sub I, LLC. Calculations of the Common Stock beneficially owned are based on an aggregate of 117,724,807 shares of Common Stock outstanding as of October 27, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025.
 
 KKR Hawaii Holdings GP LLC (as the general partner of KKR Hawaii Holdings L.P.), KKR Hawaii Aggregator L.P. (as the sole member of KKR Hawaii Holdings GP LLC), KKR Hawaii Aggregator GP LLC (as the general partner of KKR Hawaii Aggregator L.P.), KKR North America Fund XIII SCSp (as the sole member of KKR Hawaii Aggregator GP LLC), KKR Associates North America XIII SCSp (as the general partner of KKR North America Fund XIII SCSp), KKR North America XIII S.a r.l. (as the general partner of KKR Associates North America XIII SCSp), KKR North America XIII Holdings Limited (as the sole shareholder of KKR North America XIII S.a r.l.), KKR Group Partnership L.P. (as the sole shareholder of KKR North America XIII Holdings Limited), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein as being held directly by KKR Hawaii Holdings L.P.
 
 KKR Hawaii Aggregator GP LLC (as the general partner of KKR Hawaii Aggregator L.P.), KKR North America Fund XIII SCSp (as the sole member of KKR Hawaii Aggregator GP LLC), KKR Associates North America XIII SCSp (as the general partner of KKR North America Fund XIII SCSp), KKR North America XIII S.a r.l. (as the general partner of KKR Associates North America XIII SCSp), KKR North America XIII Holdings Limited (as the sole shareholder of KKR North America XIII S.a r.l.), KKR Group Partnership L.P. (as the sole shareholder of KKR North America XIII Holdings Limited), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein that KKR Hawaii Aggregator L.P. has the right to acquire pursuant to the June Swap and the August Swap.
 
 Indigo Intermediate Co II, LLC (as the sole member of MH Sub I, LLC), IB Aggregator II L.P. (as the sole member of Indigo Intermediate Co II, LLC, KKR Indigo Aggregator III GP LLC (as the controlling general partner of IB Aggregator II L.P.), KKR Americas Fund XII (Indigo) L.P. (as the sole member of KKR Indigo Aggregator III GP LLC), KKR Associates Americas XII AIV L.P. (as the general partner of KKR Americas Fund XII (Indigo) L.P.), KKR Americas XII AIV GP LLC (as the general partner of KKR Associates Americas XII AIV L.P.), KKR Group Partnership L.P. (as the sole member of KKR Americas XII AIV GP LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein as being held directly by MH Sub I, LLC as a result of such sole member, controlling general partner, general partner, sole shareholder, preferred stockholder or founding partner relationship, as applicable, but each disclaims beneficial ownership of such securities.
 
 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 Common Stock.

The responses of the Reporting Persons to rows 7 through 10 on the cover pages of this Schedule 13D are incorporated by reference herein. See Item 5(a) above.

Except as otherwise set forth herein, no Reporting Person, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2, has engaged in any transaction in Common Stock during the past 60 days.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
 
 AMENDMENT NO. 1 TO THE PARTNERSHIP AGREEMENT
 
 On November 4, 2025, the Issuer and KKR Hawaii Aggregator L.P. entered into Amendment No. 1 to the Partnership Agreement ("Amendment No. 1 to the Partnership Agreement") to increase the beneficial ownership limit from 14.9% to 19.9% of the outstanding shares of Common Stock that the Investor Parties (as defined therein) are permitted to acquire during the standstill period. The standstill provisions, including the increased ownership limit, continue in effect for a period of six months following the later of the expiration of the Term and the date on which no Designee appointed pursuant to the Partnership Agreement is serving on the Board.
 
 This description of Amendment No. 1 to the Partnership Agreement is not intended to be complete and is qualified in its entirety by reference to such agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
 
 Exhibit No. Description
 99.1 Annex A - List of Directors and Officers.
 Exhibit F Amendment No. 1 to Strategic Partnership Agreement by and between the Issuer and KKR Hawaii Aggregator L.P. 
 (incorporated by reference to Exhibit 10.1 of the Issuer's Quarterly Report on Form 10-Q filed on November 4, 2025).