KKR - FYihealth group

WA-01110

Frames ExchangeCo Ltd. (the **Acquirer**), a corporation incorporated in Alberta, Canada, is a newly formed entity. It is indirectly wholly owned by KKR Frames Aggregator L.P., a limited partnership established under the laws of Ontario, Canada whose interests are indirectly held by investments funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (together with its subsidiaries, **KKR**). KKR is a global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR sponsors investment funds that invest in private equity, credit, and real assets and has strategic partners that manage hedge funds. Headquartered in Calgary, Canada, Fyi Holdings LP (**FYihealth**) is a diversified healthcare organisation specialising in optometry and related health services. FYihealth is a doctor-led, professionally managed organisation that operates a network of more than 370 optical clinics and retail stores across Canada and the United States, offering comprehensive eye care services such as eye exams, prescription eyewear, contact lenses, and advanced diagnostic and treatment options for various eye conditions. FYihealth supports independent optometry practices through its partnership model, providing business management and operational support. FYihealth’s products in Australia are supplied to consumers through distributors, not through optometrist or ophthalmologist clinics. KKR, through the Acquirer, is proposing to acquire the outstanding units of FYihealth. Members of management and active optometry professionals will be required to rollover into an affiliate of the Acquirer a portion of their equity interest (representing, in the aggregate, a minimum of approximately 20% of the equity of the Acquirer, although members of management or active optometry professionals may elect to rollover more than the minimum amount) and will participate in the future success of FYihealth’s business through their ongoing equity ownership.