KKR & Co. Inc. ("KKR") (NYSE:KKR) today announced that it has commenced an offering of $1.5 billion (30,000,000 shares) of its Series D Mandatory Convertible Preferred Stock, par value $0.01 per share (the "mandatory convertible preferred stock"), subject to market and other conditions (the "offering"). KKR expects to grant the underwriters a 30-day option to purchase up to an additional $225 million (4,500,000 shares) of mandatory convertible preferred stock, solely to cover over-allotments, if any.
KKR intends to use the net proceeds from the offering for the acquisition of additional equity interests in core private equity portfolio companies reported in its Strategic Holdings segment and for other general corporate purposes.
Each share of mandatory convertible preferred stock will have a liquidation preference of $50.00 per share. Unless earlier converted at the option of the holders, each share of mandatory convertible preferred stock will automatically convert into a variable number of shares of common stock on or around March 1, 2028. The conversion rates, dividend rate and the other terms of the mandatory convertible preferred stock will be determined at the time of pricing.
Morgan Stanley & Co. LLC and KKR Capital Markets LLC are acting as joint book-running managers for the offering.
The offering is being made pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission (the "SEC"). The offering will be made by means of a prospectus and related preliminary prospectus supplement only. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC's website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting the joint book-running managers: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email to [email protected]; and KKR Capital Markets LLC, by telephone at (212) 750-8300 or by email to [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the mandatory convertible preferred stock or any other securities, and shall not constitute an offer, solicitation or sale of the mandatory convertible preferred stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, pertaining to KKR. Forward-looking statements relate to expectations, estimates, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements can be identified by the use of words such as "outlook," "believe," "think," "expect," "potential," "continue," "may," "should," "seek," "approximately," "predict," "intend," "will," "plan," "estimate," "anticipate," visibility," "positioned," "path to," "conviction," the negative version of these words, other comparable words or other statements that do not relate strictly to historical or factual matters. These forward-looking statements are based on KKR's beliefs, assumptions and expectations, but these beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to KKR or within its control. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements. We believe these factors include those in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. These factors should be read in conjunction with the other cautionary statements that are included in our periodic filings. Past performance is no guarantee of future results. All forward-looking statements speak only as of the date of this press release. KKR does not undertake any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date of this press release except as required by law.
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