UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 13F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 13F FORM 13F INFORMATION TABLE

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COLUMN 1	COLUMN 2	COLUMN 3	COLUMN 4	COLUMN 5			COLUMN 6	COLUMN 7	COLUMN 8
			VALUE	SHRS OR	SH/	PUT/	INVESTMENT	OTHER	VOTING AUTHORITY
NAME OF ISSUER	TITLE OF CLASS	CUSIP	(x$1000)	PRN AMT	PRN	CALL	DISCRETION	MANAGER	SOLE	SHARED	NONE
1st Capital Bank	Common	31944C107	3,618	307,932	SH		SOLE		307,932	0	0
1st Colonial Bancorp	Common	319716106	2,232	234,948	SH		SOLE		234,948	0	0
1st Constitution Bancorp	Common	31986N102	11,694	625,332	SH		SOLE		625,332	0	0
1st Source Corporation	Common	336901103	2,010	45,000	SH		SOLE		45,000	0	0
AJS Bancorp, Inc.	Common	001503101	457	29,500	SH		SOLE		29,500	0	0
Allegiance Bancshares, Inc.	Common	01748H107	14,807	409,587	SH		SOLE		409,587	0	0
AMB Financial Corp.	Common	001984103	1,406	93,750	SH		SOLE		93,750	0	0
American Business Bank	Common	02475L105	9,913	283,642	SH		SOLE		283,642	0	0
American Homes 4 Rent	Common	02665T306	16,318	777,800	SH		SOLE		777,800	0	0
American River Bankshares	Common	029326105	5,717	378,388	SH		SOLE		378,388	0	0
American Riviera Bank	Common	02932A106	4,715	312,265	SH		SOLE		312,265	0	0
Aquesta Financial Holdings, Inc.	Common	03842L109	1,832	201,368	SH		SOLE		201,368	0	0
Aspen Insurance Holdings Limited	Common	G05384105	6,546	119,012	SH		SOLE		119,012	0	0
Atlantic Capital Bancshares, Inc.	Common	048269203	11,526	606,622	SH		SOLE		606,622	0	0
Auburn National Bancorporation, Inc.	Common	050473107	3,626	115,811	SH		SOLE		115,811	0	0
Avidbank Holdings, Inc.	Common	05368J103	5,831	322,179	SH		SOLE		322,179	0	0
Banc of California, Inc.	Common	05990K106	2,138	123,204	SH		SOLE		123,204	0	0
Bank First National Corporation	Common	06211J100	5,489	164,697	SH		SOLE		164,697	0	0
Bank of Commerce Holdings	Common	06424J103	8,621	907,526	SH		SOLE		907,526	0	0
Bank of Marin Bancorp	Common	063425102	14,826	212,555	SH		SOLE		212,555	0	0
Bank of Napa, N.A.	Common	063770101	1,292	110,430	SH		SOLE		110,430	0	0
Bank of Santa Clarita	Common	06424K100	1,855	159,930	SH		SOLE		159,930	0	0
Bank of Southern California, N. A.	Common	065104101	3,680	320,000	SH		SOLE		320,000	0	0
Bank of the James Financial Group, Inc.	Common	470299108	4,089	269,528	SH		SOLE		269,528	0	0
BankFinancial Corporation	Common	06643P104	6,142	414,471	SH		SOLE		414,471	0	0
Bankwell Financial Group, Inc.	Common	06654A103	9,634	296,444	SH		SOLE		296,444	0	0
Banner Corporation	Common	06652V208	3,700	66,293	SH		SOLE		66,293	0	0
Bar Harbor Bankshares	Common	066849100	1,250	26,408	SH		SOLE		26,408	0	0
Baraboo Bancorporation, Inc.	Common	067021105	412	137,405	SH		SOLE		137,405	0	0
BayCom Corp.	Common	07272M107	6,192	416,716	SH		SOLE		416,716	0	0
BCB Bancorp, Inc.	Common	055298103	3,900	300,000	SH		SOLE		300,000	0	0
Birmingham Bloomfield Bancshares, Inc.	Common	091112102	1,326	81,630	SH		SOLE		81,630	0	0
Blackhawk Bancorp, Inc.	Common	09237E204	4,079	177,336	SH		SOLE		177,336	0	0
BNC Bancorp	Common	05566T101	8,275	259,393	SH		SOLE		259,393	0	0
Boston Private Financial Holdings, Inc.	Common	101119105	29,048	1,755,163	SH		SOLE		1,755,163	0	0
Bridge Bancorp Inc.	Common	108035106	5,229	137,965	SH		SOLE		137,965	0	0
Bryn Mawr Bank Corporation	Common	117665109	7,544	178,971	SH		SOLE		178,971	0	0
BSB Bancorp, Inc.	Common	05573H108	22,113	763,824	SH		SOLE		763,824	0	0
California Bank of Commerce	Common	13005C101	5,457	355,501	SH		SOLE		355,501	0	0
Cambridge Bancorp	Common	132152109	16,684	267,844	SH		SOLE		267,844	0	0
Capital Bank Financial Corp.	Common	139794101	27,048	689,132	SH		SOLE		689,132	0	0
CapStar Financial Holdings, Inc.	Common	14070T102	6,808	310,000	SH		SOLE		310,000	0	0
Cardinal Financial Corporation	Common	14149F109	5,649	172,278	SH		SOLE		172,278	0	0
Carolina Bank Holdings, Inc.	Common	143785103	2,852	110,400	SH		SOLE		110,400	0	0
Carolina Financial Corporation	Common	143873107	5,336	173,300	SH		SOLE		173,300	0	0
Carolina Trust BancShares, Inc.	Common	14422P105	2,393	373,964	SH		SOLE		373,964	0	0
Carter Bank & Trust	Common	146102108	3,317	249,558	SH		SOLE		249,558	0	0
Cashmere Valley Bank	Common	14756K102	3,792	80,258	SH		SOLE		80,258	0	0
CB Financial Services, Inc.	Common	12479G101	941	36,401	SH		SOLE		36,401	0	0
Centerpointe Community Bank	Common	15200G100	571	54,500	SH		SOLE		54,500	0	0
CenterState Banks, Inc.	Common	15201P109	39,173	1,556,329	SH		SOLE		1,556,329	0	0
Central Valley Community Bancorp	Common	155685100	18,132	908,424	SH		SOLE		908,424	0	0
Centrue Financial Corporation	Common	15643B205	6,305	296,027	SH		SOLE		296,027	0	0
Century Bancorp, Inc.	Common	156432106	3,306	55,098	SH		SOLE		55,098	0	0
Century Financial Corporation	Common	15652L102	2,079	115,515	SH		SOLE		115,515	0	0
Charter Financial Corporation	Common	16122W108	7,063	423,695	SH		SOLE		423,695	0	0
Chemical Financial Corp.	Common	163731102	13,545	250,046	SH		SOLE		250,046	0	0
Citizens Bancorp	Common	172950107	1,142	79,337	SH		SOLE		79,337	0	0
Citizens Financial Services	Common	174615104	2,945	55,573	SH		SOLE		55,573	0	0
Clifton Bancorp Inc.	Common	186873105	1,410	83,332	SH		SOLE		83,332	0	0
CNB Financial Corporation	Common	126128107	6,557	245,195	SH		SOLE		245,195	0	0
Coastal Banking Co., Inc.	Common	19041N100	1,581	105,326	SH		SOLE		105,326	0	0
CoBiz Financial Inc.	Common	190897108	29,734	1,760,423	SH		SOLE		1,760,423	0	0
Codorus Valley Bancorp, Inc.	Common	192025104	21,732	759,869	SH		SOLE		759,869	0	0
Commencement Bank	Common	20051L109	944	85,200	SH		SOLE		85,200	0	0
Commerce Union Bancshares, Inc.	Common	200828101	2,625	122,020	SH		SOLE		122,020	0	0
CommerceWest Bank	Common	20084T103	4,488	254,972	SH		SOLE		254,972	0	0
Communities First Financial Corporation	Common	20344D104	2,583	224,567	SH		SOLE		224,567	0	0
Community Bank of Santa Maria	Common	203598107	1,747	173,824	SH		SOLE		173,824	0	0
Community Bankers Trust Corporation	Common	203612106	9,927	1,369,309	SH		SOLE		1,369,309	0	0
Community Financial Corporation	Common	20368X101	7,573	261,132	SH		SOLE		261,132	0	0
ConnectOne Bancorp, Inc.	Common	20786W107	16,664	642,153	SH		SOLE		642,153	0	0
Consumers Bancorp, Inc.	Common	210509105	2,190	136,792	SH		SOLE		136,792	0	0
Cornerstone Financial	Common	21925G102	82	93,071	SH		SOLE		93,071	0	0
County Bancorp, Inc.	Common	221907108	6,239	231,335	SH		SOLE		231,335	0	0
CU Bancorp	Common	126534106	41,902	1,170,453	SH		SOLE		1,170,453	0	0
DCB Financial Corp	Common	233075100	7,371	397,367	SH		SOLE		397,367	0	0
Diamond Hill Investment Group, Inc.	Common	25264R207	1,106	5,255	SH		SOLE		5,255	0	0
DNB Financial Corporation	Common	233237106	5,134	180,783	SH		SOLE		180,783	0	0
Eagle Bancorp, Inc.	Common	268948106	16,730	274,490	SH		SOLE		274,490	0	0
Eagle Financial Services Inc.	Common	26951R104	2,397	93,084	SH		SOLE		93,084	0	0
Eastern Virginia Bankshares, Inc.	Common	277196101	3,773	361,087	SH		SOLE		361,087	0	0
Emclaire Financial Corp.	Common	290828102	3,428	117,207	SH		SOLE		117,207	0	0
Enterprise Bancorp, Inc.	Common	293668109	11,574	308,137	SH		SOLE		308,137	0	0
Enterprise Financial Services Corp	Common	293712105	64,974	1,511,028	SH		SOLE		1,511,028	0	0
Equity Bancshares, Inc.	Common	29460X109	12,025	357,464	SH		SOLE		357,464	0	0
ESSA Bancorp, Inc.	Common	29667D104	2,173	138,218	SH		SOLE		138,218	0	0
Farmers National Banc Corp.	Common	309627107	4,804	338,334	SH		SOLE		338,334	0	0
Fauquier Bancshares, Inc.	Common	312059108	2,938	176,476	SH		SOLE		176,476	0	0
FB Financial Corp.	Common	30257X104	5,190	200,000	SH		SOLE		200,000	0	0
FCB Financial Holdings, Inc.	Common	30255G103	6,529	136,871	SH		SOLE		136,871	0	0
Federated National Holding Company	Common	31422T101	2,579	138,000	SH		SOLE		138,000	0	0
Fentura Financial, Inc.	Common	314645102	5,497	343,590	SH		SOLE		343,590	0	0
Fidelity Southern Corporation	Common	316394105	37,197	1,571,486	SH		SOLE		1,571,486	0	0
Financial Institutions, Inc.	Common	317585404	3,019	88,261	SH		SOLE		88,261	0	0
First Bancorp	Common	318910106	13,574	500,164	SH		SOLE		500,164	0	0
First Bancshares, Inc.	Common	318916103	19,493	708,843	SH		SOLE		708,843	0	0
First BancTrust Corporation	Common	31868G100	3,299	152,737	SH		SOLE		152,737	0	0
First Bank	Common	31931U102	10,089	869,734	SH		SOLE		869,734	0	0
First Busey Corporation	Common	319383204	5,616	182,457	SH		SOLE		182,457	0	0
First Business Financial Services	Common	319390100	17,451	735,728	SH		SOLE		735,728	0	0
First Choice Bank	Common	319461109	8,793	529,090	SH		SOLE		529,090	0	0
First Colebrook Bancorp, Inc.	Common	31971A107	1,771	81,627	SH		SOLE		81,627	0	0
First Community Corporation	Common	319835104	6,738	373,319	SH		SOLE		373,319	0	0
First Community Financial Partners, Inc.	Common	31985Q106	5,824	497,801	SH		SOLE		497,801	0	0
First Defiance Financial Corp.	Common	32006W106	4,356	85,850	SH		SOLE		85,850	0	0
First Foundation Inc.	Common	32026V104	9,807	344,099	SH		SOLE		344,099	0	0
First Guaranty Bancshares, Inc.	Common	32043P106	2,213	92,477	SH		SOLE		92,477	0	0
First Internet Bancorp	Common	320557101	1,664	52,000	SH		SOLE		52,000	0	0
First Menasha Bancshares, Inc.	Common	320999675	4,690	33,503	SH		SOLE		33,503	0	0
First Merchants Corp.	Common	320817109	28,777	764,326	SH		SOLE		764,326	0	0
First Midwest Bancorp, Inc.	Common	320867104	39,272	1,556,540	SH		SOLE		1,556,540	0	0
First National Corporation	Common	32106V107	3,051	237,418	SH		SOLE		237,418	0	0
First NBC Bank	Common	32115D106	5,538	758,583	SH		SOLE		758,583	0	0
First Northern Community Bancorp	Common	335925103	4,198	437,279	SH		SOLE		437,279	0	0
First of Long Island Corp.	Common	320734106	12,014	420,815	SH		SOLE		420,815	0	0
First Security, Inc.	Common	336327101	3,829	162,125	SH		SOLE		162,125	0	0
First Virginia Community Bank	Common	36120Q101	6,258	372,500	SH		SOLE		372,500	0	0
FirstAtlantic Financial Holdings, Inc.	Common	337651103	1,577	140,788	SH		SOLE		140,788	0	0
Flagstar Bancorp, Inc.	Common	337930705	3,607	133,900	SH		SOLE		133,900	0	0
FNB Bancorp	Common	302515101	9,090	279,268	SH		SOLE		279,268	0	0
Foresight Financial Group, Inc.	Common	345526107	7,107	238,878	SH		SOLE		238,878	0	0
Franklin Financial Network, Inc.	Common	35352P104	6,508	155,500	SH		SOLE		155,500	0	0
Glen Burnie Bancorp	Common	377407101	815	70,849	SH		SOLE		70,849	0	0
GrandSouth Bancorporation	Common	386627301	1,678	125,000	SH		SOLE		125,000	0	0
Green Bancorp, Inc.	Common	39260X100	4,140	272,400	SH		SOLE		272,400	0	0
Guaranty Bancorp	Common	40075T607	4,400	181,802	SH		SOLE		181,802	0	0
HCSB Financial Corporation	Common	40413R107	2,224	22,238,470	SH		SOLE		22,238,470	0	0
Heartland BancCorp	Common	421962101	389	6,080	SH		SOLE		6,080	0	0
Heritage Commerce Corp	Common	426927109	20,256	1,403,708	SH		SOLE		1,403,708	0	0
Heritage Financial Corporation	Common	42722X106	24,842	964,731	SH		SOLE		964,731	0	0
Heritage Oaks Bancorp	Common	42724R107	22,050	1,788,348	SH		SOLE		1,788,348	0	0
Hilltop Holdings Inc.	Common	432748101	6,780	227,532	SH		SOLE		227,532	0	0
Hingham Institution for Savings	Common	433323102	6,585	33,463	SH		SOLE		33,463	0	0
Home Federal Bancorp, Inc. of Louisiana	Common	43708L108	2,593	96,556	SH		SOLE		96,556	0	0
HomeTown Bankshares Corporation	Common	43787N108	1,738	187,843	SH		SOLE		187,843	0	0
Horizon Bancorp	Common	440407104	9,360	334,284	SH		SOLE		334,284	0	0
Howard Bancorp, Inc.	Common	442496105	169	11,187	SH		SOLE		11,187	0	0
Iberiabank Corp	Common	450828108	15,957	190,534	SH		SOLE		190,534	0	0
IF Bancorp, Inc.	Common	44951J105	1,555	84,072	SH		SOLE		84,072	0	0
Independent Alliance Banks, Inc.	Common	45380E104	3,512	92,657	SH		SOLE		92,657	0	0
Independent Bank Group, Inc	Common	45384B106	2,402	38,500	SH		SOLE		38,500	0	0
Investar Holding	Common	46134L105	8,332	446,734	SH		SOLE		446,734	0	0
James River Group Holdings, Ltd.	Common	G5005R107	3,042	73,210	SH		SOLE		73,210	0	0
John Marshall Bank	Common	47804G103	5,146	248,000	SH		SOLE		248,000	0	0
Kentucky Bancshares, Inc.	Common	491203105	1,422	43,757	SH		SOLE		43,757	0	0
Lake Shore Bancorp	Common	510700107	3,577	219,879	SH		SOLE		219,879	0	0
Lakeland Bancorp, Inc.	Common	511637100	32,849	1,684,554	SH		SOLE		1,684,554	0	0
Lakeland Financial Corporation	Common	511656100	1,072	22,638	SH		SOLE		22,638	0	0
Ledyard Financial Group, Inc.	Common	523338101	3,218	59,364	SH		SOLE		59,364	0	0
LegacyTexas Financial Group, Inc.	Common	52471Y106	9,218	214,072	SH		SOLE		214,072	0	0
Lighthouse Bank	Common	53223T106	1,138	74,595	SH		SOLE		74,595	0	0
Live Oak Bancshares	Common	53803X105	463	25,000	SH		SOLE		25,000	0	0
Macatawa Bank Corporation	Common	554225102	8,206	788,293	SH		SOLE		788,293	0	0
Mackinac Financial Corporation	Common	554571109	3,048	226,307	SH		SOLE		226,307	0	0
MainSource Financial Group, Inc.	Common	56062Y102	8,551	248,564	SH		SOLE		248,564	0	0
MainStreet Bancshares, Inc.	Common	56064Y100	5,307	373,726	SH		SOLE		373,726	0	0
Malvern Bancorp, Inc.	Common	561409103	11,886	561,994	SH		SOLE		561,994	0	0
Manning & Napier, Inc.	Common	56382Q102	2,103	278,603	SH		SOLE		278,603	0	0
Mars National Bancorp	Common	571697101	411	1,054	SH		SOLE		1,054	0	0
MB Financial, Inc.	Common	55264U108	27,772	588,021	SH		SOLE		588,021	0	0
MBT Financial Corp.	Common	578877102	9,298	819,233	SH		SOLE		819,233	0	0
Mercantile Bank Corporation	Common	587376104	54,381	1,442,474	SH		SOLE		1,442,474	0	0
Merchants Bancshares, Inc.	Common	588448100	2,581	47,612	SH		SOLE		47,612	0	0
Merchants Financial Group, Inc.	Common	588538108	3,881	71,346	SH		SOLE		71,346	0	0
Middlefield Banc Corp.	Common	596304204	1,430	36,941	SH		SOLE		36,941	0	0
Midsouth Bancorp, Inc.	Common	598039105	3,369	247,693	SH		SOLE		247,693	0	0
Mission Valley Bancorp	Common	60520E104	2,299	218,908	SH		SOLE		218,908	0	0
National Bank Holdings Corporation	Common	633707104	26,007	815,520	SH		SOLE		815,520	0	0
National Commerce Corporation	Common	63546L102	10,148	273,157	SH		SOLE		273,157	0	0
National General Holdings Corporation	Common	636220303	2,999	120,000	SH		SOLE		120,000	0	0
Nicolet Bankshares, Inc.	Common	65406E102	12,567	263,511	SH		SOLE		263,511	0	0
North Dallas Bank & Trust Co.	Common	659012108	3,668	50,626	SH		SOLE		50,626	0	0
Northeast Community Bancorp, Inc.	Common	664112109	3,757	475,600	SH		SOLE		475,600	0	0
Northway Financial, Inc.	Common	667270201	4,486	167,400	SH		SOLE		167,400	0	0
Northwest Bancorporation, Inc.	Common	667337109	6,162	598,281	SH		SOLE		598,281	0	0
NorthWest Indiana Bancorp	Common	667516108	6,755	173,868	SH		SOLE		173,868	0	0
Oak Ridge Financial Services, Inc.	Common	671768109	2,427	195,702	SH		SOLE		195,702	0	0
Oak Valley Bancorp	Common	671807105	5,836	464,989	SH		SOLE		464,989	0	0
OceanFirst Financial Corp.	Common	675234108	3,081	102,613	SH		SOLE		102,613	0	0
Old Line Bancshares, Inc.	Common	67984M100	11,975	499,377	SH		SOLE		499,377	0	0
Old Second Bancorp, Inc.	Common	680277100	28,353	2,565,882	SH		SOLE		2,565,882	0	0
Orange County Bancorp	Common	68417L107	6,012	129,228	SH		SOLE		129,228	0	0
Orrstown Financial Services, Inc	Common	687380105	2,311	103,164	SH		SOLE		103,164	0	0
Pacific Commerce Bancorp	Common	69413A103	632	80,150	SH		SOLE		80,150	0	0
Pacific Continental Corporation	Common	69412V108	32,057	1,467,129	SH		SOLE		1,467,129	0	0
Pacific Financial Corporation	Common	694275108	3,283	341,228	SH		SOLE		341,228	0	0
Pacific Premier Bancorp, Inc.	Common	69478X105	8,749	247,485	SH		SOLE		247,485	0	0
Paragon Commercial Corporation	Common	69911U403	15,910	363,911	SH		SOLE		363,911	0	0
Paragon Financial Solutions, Inc.	Common	69912S100	3,022	392,532	SH		SOLE		392,532	0	0
Park Sterling Corp.	Common	70086Y105	34,528	3,199,994	SH		SOLE		3,199,994	0	0
Parke Bancorp, Inc.	Common	700885106	683	33,910	SH		SOLE		33,910	0	0
PB Bancorp, Inc.	Common	70454T100	1,488	150,301	SH		SOLE		150,301	0	0
Peapack-Gladstone Financial Corporation	Common	704699107	44,973	1,456,387	SH		SOLE		1,456,387	0	0
Peoples Bancorp Inc.	Common	709789101	17,752	546,882	SH		SOLE		546,882	0	0
Peoples Bancorp of North Carolina, Inc.	Common	710577107	2,763	110,217	SH		SOLE		110,217	0	0
People's Bank of Commerce	Common	710311101	1,897	186,887	SH		SOLE		186,887	0	0
Pinnacle Bank	Common	72346K107	1,385	173,166	SH		SOLE		173,166	0	0
Pinnacle Bankshares Corporation	Common	72345E102	3,251	112,580	SH		SOLE		112,580	0	0
Premier Commercial Bancorp	Common	74048M100	2,837	340,972	SH		SOLE		340,972	0	0
Presidio Bank	Common	74101A100	2,211	143,544	SH		SOLE		143,544	0	0
Private Bancorp of America, Inc.	Common	74274F100	6,173	318,541	SH		SOLE		318,541	0	0
Professional Holding Corp.	Common	743139107	990	90,000	SH		SOLE		90,000	0	0
PSB Holdings, Inc.	Common	69360N108	4,076	69,089	SH		SOLE		69,089	0	0
Puget Sound Bank	Common	74532B107	2,219	110,958	SH		SOLE		110,958	0	0
QCR Holdings, Inc.	Common	74727A104	23,149	534,628	SH		SOLE		534,628	0	0
QNB Corp.	Common	74726N107	6,289	175,659	SH		SOLE		175,659	0	0
Quaint Oak Bancorp	Common	74732T106	2,076	173,000	SH		SOLE		173,000	0	0
Republic First Bancorp, Inc.	Common	760416107	21,209	2,540,059	SH		SOLE		2,540,059	0	0
River City Bank	Common	76803X106	1,096	7,827	SH		SOLE		7,827	0	0
Riverview Bancorp, Inc.	Common	769397100	3,791	541,574	SH		SOLE		541,574	0	0
Royal Financial, Inc.	Common	78027P109	1,933	165,915	SH		SOLE		165,915	0	0
Salisbury Bancorp, Inc.	Common	795226109	983	26,216	SH		SOLE		26,216	0	0
Sandy Spring Bancorp Inc.	Common	800363103	43,632	1,091,067	SH		SOLE		1,091,067	0	0
Santa Cruz County Bank	Common	801827106	430	10,878	SH		SOLE		10,878	0	0
SBT Bancorp, Inc.	Common	78391C106	2,501	104,718	SH		SOLE		104,718	0	0
Seacoast Banking Corporation of Florida	Common	811707801	13,254	600,829	SH		SOLE		600,829	0	0
ServisFirst Bancshares, Inc.	Common	81768T108	9,105	243,200	SH		SOLE		243,200	0	0
Sevier County Bancshares, Inc.	Common	81817P206	1,172	110,000	SH		SOLE		110,000	0	0
Shore Bancshares, Inc.	Common	825107105	10,857	711,956	SH		SOLE		711,956	0	0
Sierra Bancorp	Common	82620P102	12,718	478,312	SH		SOLE		478,312	0	0
Silvercrest Asset Management Group Inc.	Common	828359109	9,958	757,259	SH		SOLE		757,259	0	0
SmartFinancial, Inc.	Common	83190L208	5,538	298,367	SH		SOLE		298,367	0	0
Solvay Bank Corporation	Common	83441Q105	625	16,899	SH		SOLE		16,899	0	0
Somerset Trust Holding Company	Common	835126103	1,317	29,274	SH		SOLE		29,274	0	0
SouthCrest Financial Group, Inc.	Common	84129X107	2,456	297,736	SH		SOLE		297,736	0	0
Southeastern Bank Financial Corporation	Common	841584105	17,895	281,988	SH		SOLE		281,988	0	0
Southern BancShares (N.C.), Inc.	Common	842243107	3,396	1,617	SH		SOLE		1,617	0	0
Southern First Bancshares, Inc.	Common	842873101	19,711	547,521	SH		SOLE		547,521	0	0
Southern Michigan Bancorp Inc.	Common	84336P103	2,076	69,430	SH		SOLE		69,430	0	0
Southern National Bancorp of Virginia,Inc.	Common	843395104	14,641	896,012	SH		SOLE		896,012	0	0
Southwest Bancorp, Inc.	Common	844767103	32,923	1,135,282	SH		SOLE		1,135,282	0	0
State Bank Corp.	Common	856121108	263	34,400	SH		SOLE		34,400	0	0
State Bank Financial Corporation	Common	856190103	50,471	1,879,045	SH		SOLE		1,879,045	0	0
Stifel Financial Corp.	Common	860630102	10,944	219,096	SH		SOLE		219,096	0	0
Stock Yards Bancorp, Inc.	Common	861025104	3,463	73,751	SH		SOLE		73,751	0	0
Stonegate Bank	Common	861811107	26,296	630,146	SH		SOLE		630,146	0	0
Suffolk Bancorp	Common	864739107	39,940	932,743	SH		SOLE		932,743	0	0
Summit State Bank	Common	866264203	1,361	90,755	SH		SOLE		90,755	0	0
Sun Bancorp, Inc.	Common	86663B201	634	24,380	SH		SOLE		24,380	0	0
Suncrest Bank	Common	86723G109	3,596	342,503	SH		SOLE		342,503	0	0
Sunshine Bancorp, Inc.	Common	86777J108	3,599	210,000	SH		SOLE		210,000	0	0
Surrey Bancorp	Common	86888W105	506	44,785	SH		SOLE		44,785	0	0
Sussex Bancorp	Common	869245100	6,847	327,627	SH		SOLE		327,627	0	0
Texas Capital Bancshares, Inc.	Common	88224Q107	2,504	31,936	SH		SOLE		31,936	0	0
The First Bancorp, Inc.	Common	31866P102	2,873	86,800	SH		SOLE		86,800	0	0
Town and Country Financial Corporation	Common	892039108	725	45,313	SH		SOLE		45,313	0	0
Tri City Bankshares Corporation	Common	895364107	4,402	229,290	SH		SOLE		229,290	0	0
TriCo Bancshares	Common	896095106	2,038	59,618	SH		SOLE		59,618	0	0
TriState Capital Holdings, Inc.	Common	89678F100	44,882	2,030,869	SH		SOLE		2,030,869	0	0
Triumph Bancorp, Inc.	Common	89679E300	4,950	189,300	SH		SOLE		189,300	0	0
Two River Bancorp	Common	90207C105	3,028	202,922	SH		SOLE		202,922	0	0
Two Rivers Financial Group, Inc.	Common	90206L106	1,966	82,782	SH		SOLE		82,782	0	0
Union Bankshares Corporation	Common	90539J109	18,419	515,351	SH		SOLE		515,351	0	0
United Bankshares	Common	909907107	1,561	33,759	SH		SOLE		33,759	0	0
United Community Banks, Inc.	Common	90984P303	8,672	292,768	SH		SOLE		292,768	0	0
United Financial Bancorp, Inc.	Common	910304104	8,816	485,486	SH		SOLE		485,486	0	0
United Insurance Holdings Corp.	Common	910710102	3,958	261,459	SH		SOLE		261,459	0	0
Unity Bancorp, Inc.	Common	913290102	10,264	653,769	SH		SOLE		653,769	0	0
Univest Corporation of Pennsylvania	Common	915271100	8,326	269,452	SH		SOLE		269,452	0	0
Valley Commerce Bancorp	Common	919518100	2,987	122,936	SH		SOLE		122,936	0	0
Veritex Holdings, Inc.	Common	923451108	8,733	326,960	SH		SOLE		326,960	0	0
Village Bank and Trust Financial Corp.	Common	92705T200	778	29,133	SH		SOLE		29,133	0	0
Virginia National Bankshares Corp.	Common	928031103	5,962	209,209	SH		SOLE		209,209	0	0
W.T.B. Financial Corporation	Common	929334209	15,658	61,404	SH		SOLE		61,404	0	0
Washington Trust Bancorp, Inc.	Common	940610108	2,835	50,575	SH		SOLE		50,575	0	0
WashingtonFirst Bankshares, Inc.	Common	940730104	6,807	234,796	SH		SOLE		234,796	0	0
Waterstone Financial, Inc.	Common	94188P101	17,365	943,769	SH		SOLE		943,769	0	0
West Bancorporation, Inc.	Common	95123P106	5,769	233,578	SH		SOLE		233,578	0	0
West Suburban Bancorp, Inc.	Common	956152409	3,444	7,028	SH		SOLE		7,028	0	0
Westbury Bancorp, Inc.	Common	95727P106	8,023	387,580	SH		SOLE		387,580	0	0
Western New England Bancorp, Inc.	Common	958892101	7,838	838,287	SH		SOLE		838,287	0	0
Wintrust Financial Corporation	Common	97650W108	8,549	117,802	SH		SOLE		117,802	0	0
Xenith Bankshares, Inc.	Common	98410X105	8,449	299,606	SH		SOLE		299,606	0	0
Yadkin Financial Corporation	Common	984305102	8,210	239,624	SH		SOLE		239,624	0	0
York Traditions Bank	Common	987159100	1,683	116,079	SH		SOLE		116,079	0	0

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KKR & Co. L.P. (formerly known as  Kohlberg Kravis Roberts & Co.

KKR & Co. L.P. (formerly known as Kohlberg Kravis Roberts & Co.) (NYSE: KKR) is an American-based global private equity firm, specializing in leveraged buyouts, based in New York. The firm sponsors and manages private equity investment funds. Since its inception, the firm has completed over $400 billion of private equity transactions and was a pioneer in the leveraged buyout industry. In March 2010, KKR filed to list its shares on the New York Stock Exchange (NYSE), with trading commencing on July 15, 2010.

The firm was founded in 1976 by Jerome Kohlberg, Jr., and cousins Henry Kravis and George R. Roberts, all of whom had previously worked together at Bear Stearns, where they completed some of the earliest leveraged buyout transactions. Since its founding, KKR has completed a number of landmark transactions including the 1989 leveraged buyout of RJR Nabisco, which was the largest buyout in history to that point, as well as the 2007 buyout of TXU, which is currently the largest buyout completed to date. KKR has completed investments in over 160 companies since 1977, completing at least one investment in every year except 1982 and 1990.

KKR is headquartered in New York City with thirteen additional offices in the US, Europe and Asia. In October 2009, KKR listed shares in the company, through KKR & Co. an affiliate that holds 30% of the firm's ownership equity, with the remainder held by the firm's partners.

The firm

KKR is operated by its managing partners Henry Kravis and George R. Roberts and a team of approximately 140 investment professionals and 400 total employees, organized into industry focused groups. KKR is headquartered in the Solow Building at 9 West 57th Street in New York City and has offices in Menlo Park, San Francisco, Houston, Washington, DC, London, Paris, Hong Kong, Tokyo, Beijing, Mumbai, Dubai, Seoul and Sydney.

KKR invests primarily through leveraged buyouts as well as growth capital investments (including "PIPE" investments in public companies). It specializes in private equity investments with a focus on specific industry sectors where the firm has created nine dedicated investment groups. The industries in which KKR has developed a specialization include:

• Chemicals
• Consumer products
• Energy & natural resources
• Financial services
• Health care
• Industrial
• Media and communications
• Retail
• Technology

The professionals in each of KKR's industry-focused groups are expected to have developed a proficiency in the respective industry.

Investment funds and other affiliates

Private equity funds

KKR has historically relied primarily on private equity funds, pools of committed capital that are raised from a broad array of institutional investors (e.g., pension funds, insurance companies, investment Banks, commercial Banks, endowments, fund of funds, high net worth individuals, sovereign wealth funds). As of the end of 2008, KKR had completed fund-raising for approximately 14 traditional investment funds in the US, Europe and Asia with total committed capital of approximately US$58 billion:

Fund	Vintage Year	Committed Capital ($m)
KKR Fund 1976	1977	$31
KKR Fund 1980	1980	$357
KKR Fund 1982	1982	$328
KKR Fund 1984	1984	$1,000
KKR Fund 1986	1986	$672
KKR Fund 1987	1987	$6,130
KKR Fund 1993	1993	$1,946
KKR Fund 1996	1997	$6,012
KKR European Fund	1999	$3,085
KKR Millennium Fund	2002	$6,000
KKR European Fund II	2005	€4,500
KKR Fund 2006	2006	$17,642
KKR Asia Fund	2007	$4,000
KKR European Fund III	2008	€6,000

Source: Preqin, SEC Filings

KKR Financial

Type	Public company (NYSE: KFN)
Founded	2004
Website	www.kkrfinancial.com

KKR Financial (NYSE: KFN) is a real estate investment trust (REIT) and specialty finance company that invests in residential and commercial mortgage loans and mortgage-backed securities as well as corporate loans and debt securities, asset-backed securities and equity securities. KFN was founded in 2004 raising $795 million in a private placement and raised $849 million in a June 2005 initial public offering, increasing the size of the offering from an original $600 million target. KKR had initially considered structuring KFN as a business development company like Apollo Management's Apollo Investment Corporation but chose to pursue the REIT structure to capitalize on the strength in REIT valuations at the time.

KFN was an early casualty of the subprime mortgage crisis and in September 2007, Henry Kravis and George Roberts injected $270 million into the company. On February 20, 2008, KFN was once again forced to delay the repayment of billions of dollars of commercial paper, and began a new round of talks with creditors. In April, KFN sold a controlling interest in a real estate subsidiary to an investment firm to raise cash and entered an agreement with the noteholders of certain secured commercial paper issued by two asset-backed entities. Following the transaction, KFN converted from a REIT to a limited liability company. KKR Financial is a debt investment vehicle and does not invest in KKR's private equity transactions.

KKR Private Equity Investors

Type	Public company (Euronext: KPE)
Founded	2006
Website	www.kkrpei.com

KKR Private Equity Investors (Euronext: KPE) is a publicly traded private equity fund that invests as a fund of funds in KKR private equity funds. KPE also co-invests in transactions alongside KKR's private equity funds. KPE was founded in 2006. In May 2006, KKR raised $5 billion in an initial public offering for a KPE to serve as a new permanent investment vehicle listing it on the Euronext exchange in Amsterdam. KKR raised three times more than it expected, as many of the investors in KPE were hedge funds seeking exposure to private equity but could not make long term commitments to private equity funds. Because private equity had been booming in preceding years, investing in a KKR fund was attractive to investors.

However, KPE's first-day performance was lackluster, trading down 1.7% and trading volume was limited. Initially, a handful of other private equity firms and hedge funds had planned to follow KKR's lead but shelved those plans when KPE's performance continued to falter after its IPO. KPE's stock declined from an IPO price of €25 per share to €18.16 (a 27% decline) at the end of 2007 and a low of €11.45 (a 54.2% decline) per share in Q1 2008.

KPE disclosed in May 2008 that it had completed approximately $300 million of secondary sales of selected limited partnership interests in, and undrawn commitments to, certain KKR-managed funds in order to generate liquidity and repay borrowings.

History

History of private equity and venture capital

Early history (Origins of modern private equity) • The 1980s (LBO boom) • The 1990s (LBO bust and the VC bubble) • The 2000s (Dot-com bubble to the credit crunch)

v d e

Founding and early history

Running the corporate finance department for Bear Stearns in the 1960s and 1970s, Jerome Kohlberg and later with protégés Henry Kravis and George Roberts completed a series of what they described as "bootstrap" investments beginning in 1964-65. They targeted family-owned businesses, many of which had been founded in the years following World War II which by the 1960s and 1970s were facing succession issues. Many of these companies lacked a viable or attractive exit for their founders as they were too small to be taken public and the founders were reluctant to sell out to competitors and so a sale to a financial buyer could prove attractive.

Their acquisition of Orkin Exterminating Company in 1964 is among the first significant leveraged buyout transactions. In the following years the three Bear Stearns bankers would complete a series of buyouts including Stern Metals (1965), Incom (a division of Rockwood International, 1971), Cobblers Industries (1971), and Boren Clay (1973) as well as Thompson Wire, Eagle Motors and Barrows through their investment in Stern Metals. Although they had a number of highly successful investments, the $27 million investment in Cobblers ended in bankruptcy.

By 1976, tensions had built up between Bear Stearns and Kohlberg, Kravis and Roberts leading to their departure and the formation of Kohlberg Kravis Roberts & Co. in that year. Most notably, Bear Stearns executive Cy Lewis had rejected repeated proposals to form a dedicated investment fund within Bear Stearns and Lewis took exception to the amount of time spent on outside activities.

The new KKR completed its first buyout, that of manufacturer A.J. Industries, in 1977. KKR raised capital from a small group of investors including the Hillman Family and First Chicago Bank. By 1978, with the revision of the ERISA regulations, the nascent KKR was successful in raising its first institutional fund with over $30 million of investor commitments. In 1981, KKR expanded its investor base significantly when the Oregon State Treasury's public pension fund invested in KKR's acquisition of retailer Fred Meyer, Inc. Oregon remains an active investor in KKR funds more than 25 years later.

KKR closed out the 1970s completing the public-to-private buyout of Houdaille Industries in 1979, probably the largest take-private of a public company to that point. As the 1980s began, KKR was among the most prominent practitioner of leveraged buyouts and would prove the most prolific of the private equity investors in the 1980s. Among the firm's most notable acquisitions during the 1980s buyout boom were the following:

Investment	Year	Company Description	Ref.
Malone & Hyde	1984	KKR completed the first buyout of a public company by tender offer, by acquiring the food distributor and supermarket operator together with the company's chairman Joseph R. Hyde III.
Wometco Enterprises	1984	KKR completed the first billion-dollar buyout transaction to acquire the leisure-time company with interests in television, movie theaters and tourist attractions. The buyout comprised the acquisition of 100% of the outstanding shares for $842 million and the assumption of $170 million of the company's outstanding debt.
Beatrice Companies	1985	KKR sponsored the $6.1 billion management buyout of Beatrice, which owned Samsonite and Tropicana among other consumer brands. At the time of its closing in 1985, Beatrice was the largest buyout completed.
Safeway	1986	KKR completed a friendly $5.5 billion buyout of Safeway to help management avoid hostile overtures from Herbert and Robert Haft of Dart Drug. Safeway was taken public again in 1990.
Jim Walter Corp.(later Walter Industries)	1987	KKR acquired the company for $3.3 billion in early 1988 but faced issues with the buyout almost immediately. Most notably, a subsidiary of Jim Walter Corp (Celotex) faced a large asbestos lawsuit and incurred liabilities that the courts ruled would need to be satisfied by the parent company. In 1989, the holding company that KKR used for the Jim Walter buyout filed for Chapter 11 bankruptcy protection.

Barbarians at the Gate - KKR's leveraged buyout of RJR Nabisco

Main articles: RJR Nabisco and Barbarians at the Gate: The Fall of RJR Nabisco

After the 1987 resignation of Jerome Kohlberg at age 61 (he later founded his own private equity firm, Kohlberg & Co.), Henry Kravis succeeded him as senior partner. Under Kravis and Roberts, the firm was responsible for the 1988 leveraged buyout of RJR Nabisco. RJR Nabisco proved to be not only the largest buyout in history to that time, at $25 billion ($31.1 billion, including assumed debt) as well as a high water mark and sign of the end of the 1980s buyout boom. The RJR Nabisco, which would remain the largest buyout for the next 17 years, was chronicled in the book, Barbarians at the Gate: The Fall of RJR Nabisco, and later made into a television movie starring James Garner.

In 1988, F. Ross Johnson was the President and CEO of RJR Nabisco, formed in 1985 by the merger of Nabisco Brands and R.J. Reynolds Tobacco Company, a leading producer of food products (Shredded Wheat, Oreo cookies, Ritz crackers, Planters peanuts, Life Savers, Del Monte Fruit and Vegetables, and Snickers Chocolate) as well as Winston, Camel and Salem cigarettes. In October 1988, Johnson proposed a $17 billion ($75 per share) management buyout of the company with the financial backing of investment bank Shearson Lehman Hutton and its parent company, American Express.

Days later, Kravis, who had originally suggested the idea of the buyout to Johnson, presented a new bid for $20.3 billion ($90 per share) financed with an aggressive debt package. KKR also had the support of significant equity co-investments from leading pension funds and other institutional investors. Among KKR's investors included, the Coca-Cola, Georgia-Pacific and United Technologies corporate pension funds as well as the Massachusetts Institute of Technology endowment, the Harvard University endowment and the New York State Common Retirement Fund However, KKR also faced criticism from existing investors over the firm's use of hostile tactics in the buyout of RJR.

KKR proposed to provide a joint offer with Johnson and Shearson Lehman but was rebuffed and Johnson attempted to stonewall KKR's access to financial information from RJR. Rival private equity firm, Forstmann Little & Co. was invited into the process by Shearson Lehman but attempted to provide a bid for RJR with a consortium of Goldman Sachs Capital Partners, Procter & Gamble, Ralston Purina and Castle & Cooke. Ultimately the Forstmann consortium came apart and did not provide a final bid for RJR. Many of the major banking players of the day, including Shearson Lehman Hutton, Drexel Burnham Lambert, Morgan Stanley, Goldman Sachs, Salomon Brothers and Merrill Lynch were actively involved in advising and financing the parties.

In November 1988, RJR set guidelines for a final bid submission at the end of the month. The management and Shearson group submitted a final bid of $112, a figure they felt certain would enable them to outflank any response by Kravis and KKR. KKR's final bid of $109, while a lower dollar figure, was ultimately accepted by the board of directors of RJR Nabisco. KKR's offer was guaranteed, whereas the management offer lacked a "reset", meaning that the final share price might have been lower than their stated $112 per share. Additionally, many in RJR's board of directors had grown concerned at recent disclosures of Ross Johnson' unprecedented golden parachute deal. TIME magazine featured Ross Johnson on the cover of their December 1988 issue along with the headline, "A Game of Greed: This man could pocket $100 million from the largest corporate takeover in history. Has the buyout craze gone too far?". KKR's offer was welcomed by the board, and, to some observers, it appeared that their elevation of the reset issue as a deal-breaker in KKR's favor was little more than an excuse to reject Ross Johnson's higher payout of $112 per share. F. Ross Johnson received $53 million from the buyout. KKR collected a $75 million fee in the RJR takeover.

At $31.1 billion of transaction value (including assumed debt), RJR Nabisco was by far the largest leveraged buyout in history. In 2006 and 2007, a number of leveraged buyout transactions were completed that for the first time surpassed the RJR Nabisco leveraged buyout in terms of nominal purchase price. The deal was first surpassed in July 2006 by the $33 billion buyout of U.S. hospital operator Hospital Corporation of America, in which KKR also participated, though the RJR deal was larger, adjusted for inflation. However, adjusted for inflation, none of the leveraged buyouts of the 2006–2007 period would surpass RJR Nabisco. The RJR transaction benefited many of the parties involved. Investment bankers and lawyers who advised KKR walked away with over $1 billion in fees, and Henry Kravis and George Roberts attracted unprecedented amount of publicity that turned the cousins into instant celebrities. Unfortunately for KKR, size would not equate with success as the high purchase price and debt load would burden the performance of the investment. KKR was able to overcome the RJR Nabisco investment, raising a new investment fund and continuing to invest throughout the 1990s.

Early 1990s: The aftermath of RJR Nabisco

The buyout of RJR Nabisco was completed in April 1989 and KKR would spend the early 1990s focused on the task of repaying the RJR's enormous debt load through a series of asset sales and restructuring transactions. After the RJR Nabisco deal, KKR did not complete a single investment in 1990, the first year with no new investment activity since 1982. In fact, KKR did not complete another major leveraged buyout transaction for over three years, due largely to the shutdown of the high yield bond market and the collapse of Drexel Burnham Lambert which filed for bankruptcy in February 1990. Instead, KKR focused primarily on its existing portfolio companies acquired in the late 1980s buyout boom. Six of KKR's portfolio companies completed IPOs in 1991, including RJR Nabisco and Duracell.

As the new decade began, KKR was immediately active in restructuring RJR. In January 1990, KKR completed the sale of RJR's Del Monte fruits and vegetables business to a group led by Merrill Lynch. KKR had originally identified a group of divisions that it could sell to reduce debt. Over the coming years, RJR would pursue a number of additional restructurings, equity injections and public offerings of stock to provide the company with additional financial flexibility. KKR contributed $1.7 billion of new equity into RJR in July 1990 to complete a restructuring of the company's balance sheet that appeased unhappy bondholders. KKR's equity contribution as part of the original leveraged buyout of RJR had been only $1.5 billion. Later, in December 1990, RJR announced an exchange offer that would swap debt in RJR for a new public stock in the company, effectively an unusual means of taking RJR public again and simultaneously reducing debt on the company. RJR issued additional stock to the public in March 1991 to further reduce debt, resulting in an upgrade of the credit rating of RJR's debt from junk to investment grade.

KKR would begin to reduce its ownership in RJR, when in 1994, its stock in RJR was used as part of the consideration for its leveraged buyout of Borden, Inc., a producer of food and beverage products, consumer products, and industrial products, in a highly complex and unprecedented transaction. The following year, in 1995, KKR would divest itself of its final stake in RJR Nabisco when Borden sold a $638 million block of stock.

While KKR no longer had any ownership of RJR Nabisco by 1995, its original investment would not be fully realized until KKR finally exited the last of its investment in 2004. After sixteen years of efforts that included contributing new equity, taking RJR public, asset sales and exchanging shares of RJR for the ownership of Borden, Inc., KKR had finally sold the last remnants of its 1989 investment. In July 2004, KKR agreed to sell its stock in Borden Chemical to Apollo Management for $1.2 billion.

Early 1990s: Investments

In the early 1990s, the absence of an active high yield market prompted KKR to change its tactics, avoiding large leveraged buyouts in favor of industry consolidations through what were described as leveraged buildups or rollups. One of KKR's largest investments in the 1990s was the leveraged buildup of Primedia in partnership with former executives of Macmillan Publishing, which KKR had failed to acquire in 1988. KKR created Primedia's predecessor, K-III Communications, a platform to buy media properties, initially completing the $310 million divisional buyout of the book club division of Macmillan Publishing (publisher of The Weekly Reader) and the assets of magazine publisher Intertec Publishing Corporation in May 1989. Throughout the early 1990s, K-III continued to acquire publishing assets, including a $650 million acquisition from News Corporation in 1991. K-III went public, however instead of cashing out, KKR continued to make new investments in the company in 1998, 2000 and 2001 to support acquisition activity. Ultimately, in 2005, Primedia redeemed KKR's preferred stock in the company but KKR was estimated to have lost hundreds of millions of dollars on its common stock holdings as the price of the company's stock collapsed.

In 1991, KKR partnered with Fleet/Norstar Financial Group in the 1991 acquisition of the Bank of New England, from the US Federal Deposit Insurance Corporation. In January 1996, KKR would exchange its investment for a 7.5% interest in Fleet Bank. KKR also completed the 1992 buyout of American Re Corporation from Aetna as well as a 47% interest in TW Corporation, later known as The Flagstar Companies and owner of Denny's in 1992. Among the other notable investments KKR completed during the early 1990s included World Color Press (1993–95), RELTEC Corporation (1995) and Bruno's (1995).

1996–1999

By the mid 1990s, the debt markets were improving and KKR had moved on from the RJR Nabisco buyout. In 1996, KKR was able to complete the bulk of fundraising for what was then a record $6 billion private equity fund, the KKR 1996 Fund. However, KKR was still burdened by the performance of the RJR investment and repeated obituaries in the media. KKR was required by its investors to reduce the fees it charged and to calculate its carried interest based on the total profit of the fund (i.e., offsetting losses from failed deals against the profits from successful deals).

KKR's activity level would accelerate over the second half of the 1990s making a series of notable investments including Spalding Holdings Corporation and Evenflo(1996), Newsquest (1996), KinderCare Learning Centers (1997), Amphenol Corporation (1997), Randalls Food Markets (1997), The Boyds Collection (1998), MedCath Corporation (1998), Willis Group Holdings (1998), Smiths Group (1999) and Wincor Nixdorf (1999).

KKR's largest investment of the 1990s, would unfortunately also be among its least successful. In January 1998, KKR and Hicks, Muse, Tate & Furst agreed to the $1.5 billion buyout of Regal Cinemas. KKR and Hicks Muse had initially intended to combine Regal with Act III Cinemas, which KKR had acquired in 1997 for $706 million and United Artists Theaters, which Hicks Muse had agreed to acquire for $840 million in November 1997. Shortly after agreeing to the Regal takeover, the deal with United Artists fell apart, ultimately impacting the strategy to eliminate costs by building a larger combined company. Just two years later, Regal encountered significant financial issues and was forced to file for bankruptcy protection and the company would pass to investor Philip Anschutz.

2000–2005

At the start of the 21st century, the landscape of large leveraged buyout firms was changing. Several large and storied firms, including Hicks Muse Tate & Furst and Forstmann Little & Company were dragged down by heavy losses in the bursting of the telecom bubble. Although, KKR's track record since RJR Nabisco was mixed, losses on such investments as Regal Entertainment Group, Spalding, Flagstar and Primedia (previously K-III Communications) were offset by successes in Willis Group, Wise Foods, Inc., Wincor Nixdorf and MTU Aero Engines, among others.

Additionally, KKR was one of the few firms that was able to complete large leveraged buyout transactions in the years immediately following the collapse of the Internet bubble, including Shoppers Drug Mart and Bell Canada Yellow Pages. KKR was able to realize its investment in Shoppers Drug Mart through a 2002 IPO and subsequent public stock offerings. The directories business would ultimately be taken public in 2004 as Yellow Pages Income Fund, a Canadian income trust.

In 2004 a consortium comprising KKR, Bain Capital and real estate development company Vornado Realty Trust announced the $6.6 billion acquisition of Toys "R" Us, the toy retailer. A month earlier, Cerberus Capital Management, made a $5.5 billion offer for both the toy and baby supplies businesses. The Toys 'R' Us buyout was one of the largest in several years. Following this transaction, by the end of 2004 and in 2005, major buyouts were once again becoming common and market observers were stunned by the leverage levels and financing terms obtained by financial sponsors in their buyouts.

The following year, in 2005, KKR was one of seven private equity firms involved in the buyout of SunGard in a transaction valued at $11.3 billion. KKR's partners in the acquisition were Silver Lake Partners, Bain Capital, Goldman Sachs Capital Partners, The Blackstone Group, Providence Equity Partners, and Texas Pacific Group. This represented the largest leveraged buyout completed since the takeover of RJR Nabisco in 1988. SunGard was the largest buyout of a technology company until the Blackstone-led buyout of Freescale Semiconductor. The SunGard transaction is also notable in the number of firms involved in the transaction, the largest club deal completed to that point. The involvement of seven firms in the consortium was criticized by investors in private equity who considered cross-holdings among firms to be generally unattractive.

Since 2005 and the Buyout Boom

In 2006, KKR raised a new $17.6 billion fund the KKR 2006 Fund, with which the firm began executing a series of some of the largest buyouts in history. KKR's $44 billion takeover of Texas-based power utility, TXU, in 2007, proved to be the largest leveraged buyout of the mid-2000s buyout boom and the largest buyout completed to date. Among the most notable companies acquired by KKR in 2006 and 2007 were the following:

Investment	Year	Company Description	Ref.
HCA	2006	KKR and Bain Capital, together with Merrill Lynch and the Frist family (which had founded the company) completed a $31.6 billion acquisition of the hospital company, 17 years after it was taken private for the first time in a management buyout. At the time of its announcement, the HCA buyout would be the first of several to set new records for the largest buyout, eclipsing the 1989 buyout of RJR Nabisco. It would later be surpassed by the buyouts of Equity Office Properties, TXU and BCE (announced but as of the end of the first quarter of 2008 not yet completed).
NXP Semiconductors	2006	In August 2006, a consortium of KKR, Silver Lake Partners and AlpInvest Partners acquired a controlling 80.1% share of semiconductors unit of Philips for €6.4 billion. The new company, based in the Netherlands, was renamed NXP Semiconductors.
TDC A/S	2006	The Danish phone company was acquired by KKR, Apax Partners, Providence Equity Partners and Permira for €12.2 billion ($15.3 billion), which at the time made it the second largest European buyout in history.
Dollar General	2007	KKR completed a buyout of the chain of discount stores operating in the U.S.
Alliance Boots	2007	KKR and Stefano Pessina, the company’s deputy chairman and largest shareholder, acquired the UK drug store retailer for £12.4 billion ($24.8 billion) including assumed debt, after increasing their bid more than 40% amidst intense competition from Terra Firma Capital Partners and Wellcome Trust. The buyout came only a year after the merger of Boots Group plc (Boots the Chemist), and Alliance UniChem plc.
Biomet	2007	The Blackstone Group, KKR, TPG Capital and Goldman Sachs acquired the medical devices company for $11.6 billion.
First Data	2007	KKR and TPG Capital completed the $29 billion buyout of the credit and debit card payment processor and former parent of Western Union. Michael Capellas, previously the CEO of MCI Communications and Compaq was named CEO of the privately held company.
TXU (Energy Future Holdings)	2007	An investor group led by KKR and TPG Capital and together with Goldman Sachs completed the $44.37 billion buyout of the regulated utility and power producer. The investor group had to work closely with ERCOT regulators to gain approval of the transaction but had significant experience with the regulators from their earlier buyout of Texas Genco. TXU is the largest buyout in history, and retained this distinction when the announced buyout of BCE failed to close in December 2008. The deal is also notable for a drastic change in environmental policy for the energy giant, in terms of its carbon emissions from coal power plants and funding alternative energy.

Other non-buyout investments completed by KKR during this period included Legg Mason, Sun Microsystems, Tarkett and Seven Network. In October 2006, KKR acquired a 50% stake in Tarkett, a France-based distributor of flooring products, in a deal valued at about €1.4 billion ($1.8 billion). On November 20, 2006 KKR announced it would form a AU$4 billion partnership with the Seven Network of Australia. On January 23, 2007, KKR announced it would invest $700 million through a PIPE investment in Sun Microsystems. In January 2008, KKR announced that it had made a $1.25 billion PIPE investment in Legg Mason through a convertible preferred stock offering.

In addition to its successful buyout transactions, KKR was involved in the failed buyout of Harman International Industries (NYSE: HAR), an upscale audio equipment maker. On April 26, 2007, Harman announced it had entered an agreement to be acquired by KKR and Goldman Sachs. As the financing markets became more adverse in the summer of 2007, the buyout was on tenuous ground. In September 2007, KKR and Goldman backed out of the $8 billion buyout of Harman. By the end of the day, Harman's shares had plummeted by more than 24% on the news.

Selected Kohlberg Kravis Roberts 2006-2008 Investments

Hospital Corporation of America   NXP Semiconductors   Dollar General   Alliance Boots   TXU   Sun Microsystems   Legg Mason

Initial public offering

In 2007, KKR filed with the Securities and Exchange Commission to raise $1.25 billion by selling an ownership interest in its management company. The filing came less than two weeks after the initial public offering of rival private equity firm Blackstone Group. KKR had previously listed its KPE vehicle in 2006, but for the first time, KKR would offer investors an ownership interest in the management company itself. The onset of the credit crunch and the shutdown of the IPO market dampened the prospects of obtaining a valuation that would be attractive to KKR and the flotation was repeatedly postponed, and finally called off by the end of August.

The following year, in July 2008, KKR announced a new plan to list its shares. The plan called for KKR to complete a reverse takeover of its listed affiliate KKR Private Equity Investors in exchange for a 21% interest in the firm. In November 2008, KKR announced a delay of this transaction until 2009. Shares of KPE had declined significantly in the second half of 2008 with the onset of the credit crunch. KKR has announced that it expects to close the transaction in 2009. In October 2009, KKR listed shares in KKR & Co. on the Euronext exchange, replacing KPE and anticipates a listing on the New York Stock Exchange in 2010. The public entity represents a 30% interest in Kohlberg Kravis Roberts. In October 2010, KKR acquired bout nine members of Goldman Sachs Group proprietary trading team after entertaining offers from investment firms such as Perella Weinberg and Blackrock. With Goldman shutting down its proprietary trading operations, its executives, led by Bob Howard, will help KKR expand beyond leveraged buyouts into areas such as hedge funds.

Notable current and former employees

Over the years, KKR has seen the departure of many of its original partners, the most notable being the most senior of its three co-founders, Jerome Kohlberg. After a leave of absence due to an illness in 1985, Kohlberg returned to find increasing differences in strategy with his partners Kravis and Roberts. In 1987, Kohlberg left KKR to found a new private equity firm Kohlberg & Company. Kohlberg & Company returned to the investment style that Kohlberg had originally practiced at Bear Stearns and in KKR's earlier years, acquiring smaller, middle-market companies.

As of 1996, general partners of KKR included Henry Kravis, George R. Roberts, Paul Raether, Robert MacDonnell, Jose Gandarillas, Michael Michelson, Saul Fox, James Greene, Michael Tokarz, Clifton Robbins, Scott Stuart, Perry Golkin and Edward Gilhuly. Among those who left were Saul Fox, Ted Ammon, Ned Gilhuly, Mike Tokarz and Scott Stuart who were instrumental in establishing KKR's reputation and track record in the 1980s. KKR remains tightly controlled by Kravis and Roberts. The issue of succession has remained an important consideration for KKR's future as an ongoing institutionalized firm.

• Saul A. Fox left KKR in 1997 to found Fox Paine & Company, a middle market private equity firm with over $1.5 billion of capital under management
• Clifton S. Robbins left KKR to join competitor General Atlantic Partners in 2000 and later founded Blue Harbour Group, a private investment firm based in Greenwich, CT.
• Edward A. (Ned) Gilhuly and Scott Stuart left KKR in 2004 to launch Sageview Capital. Prior to this, Gilhuly was the managing partner of KKR's European operations, based in London and Stuart managed KKR's energy and consumer products industry groups.
• Ted Ammon, started several new ventures including Big Flower Press, which printed newspaper circulars, and Chancery Lane Capital, a boutique private equity firm, before being murdered in October 2001.
• Paul Hazen, served as chairman and CEO of Wells Fargo (1995–2001). Hazen would later return to KKR serving as chairman of Accel-KKR, a joint venture with Accel Partners and later as chairman of KKR's publicly listed affiliate, KKR Financial (KFN).
• Clive Hollick, Baron Hollick, CEO of United News and Media (1996–2005)

Works about KKR

• Anders, George (1992). Merchants of Debt: KKR and the Mortgaging of American Business. New York: BasicBooks. ISBN 978-0-465-04522-8.
• Baker, George; Smith, George (1998). The New Financial Capitalists: KKR and the Creation of Corporate Value. New York: Cambridge University Press. ISBN 978-0-521-64260-6.
• Bartlett, Sarah (1991). The Money Machine: How KKR Manufactured Power & Profits. New York: Warner Books. ISBN 978-0-446-51608-2.
• Burrough, Bryan (1990). Barbarians at the Gate. New York: Harper & Row

more: http://www.referenceforbusiness.com/knowledge/Kohlberg_Kravis_Roberts.html#ixzz5FLLi1I5m

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