KKR & Co. Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits

Washington, DC 20549

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

 

 

The information set forth below under Item 2.03 of this Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

 

 

On May 28, 2025, KKR & Co. Inc. (the “Issuer”) completed the offering of $590,000,000 aggregate principal amount of its 6.875% Subordinated Notes due 2065 (the “Notes”), including $40,000,000 principal amount of Notes issued pursuant to the partial exercise by the underwriters of the Notes of their 30-day option to purchase up to an additional $82,500,000 principal amount of Notes to cover over-allotments, if any. The Notes are guaranteed by KKR Group Partnership L.P., a subsidiary of the Issuer (the “Guarantor”). The Notes were issued pursuant to an indenture (the “Base Indenture”) dated May 28, 2025 between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated May 28, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Guarantor and the Trustee.

 

The Notes bear interest at a rate of 6.875% per annum and will mature on June 1, 2065 unless earlier redeemed. Interest on the Notes accrues from May 28, 2025 and is payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2025 and ending on the maturity date. The Notes are unsecured and subordinated obligations of the Issuer. The Notes are fully and unconditionally guaranteed (the “Guarantee”), on a subordinated unsecured basis, by the Guarantor.

 

The Indenture includes covenants, including limitations on the Issuer’s and the Guarantor’s ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or convey all or substantially all of their assets. The Indenture also provides for events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically become due and payable. On or after June 1, 2030, the Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, at par plus any accrued and unpaid interest to, but excluding, the date of redemption; provided that if the Notes are not redeemed in whole, at least $25 million aggregate principal amount of the Notes must remain outstanding after giving effect to such redemption. If a “tax redemption event” (as set forth in the Indenture) occurs, the Notes may be redeemed, in whole, but not in part, within 120 days of the occurrence of such tax redemption event at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the Notes may be redeemed, in whole, but not in part, at any time prior to June 1, 2030, within 90 days of the occurrence of a “rating agency event” (as set forth in the Indenture), at a redemption price equal to 102% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption.

 

The preceding is a summary of the terms of the Base Indenture, the First Supplemental Indenture and the form of the Notes, and is qualified in its entirety by reference to the Base Indenture filed as Exhibit 4.1 to this report, the First Supplemental Indenture filed as Exhibit 4.2 to this report, and the form of the Notes filed as Exhibit 4.3 to this report and incorporated herein by reference as though they were fully set forth herein.

 

 

Copies of the opinions of Simpson Thacher & Bartlett LLP and the Maples Group, counsel to the Issuer and the Guarantors, relating to the legality of the Notes and the Guarantees are filed as Exhibits 5.1 and 5.2 hereto, respectively.

 

 

 

The following documents are herewith filed or furnished as exhibits to this Current Report on Form 8-K:

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.