SEC Form FWP filed by KKR & Co. Inc.

Pricing Term Sheet

Free Writing Prospectus

dated as of March 4, 2025

Filed pursuant to Rule 433

Supplementing the

Preliminary Prospectus Supplement dated March 4, 2025 to the

Prospectus dated May 8, 2024

Registration No. 333-279233

Issuer:

KKR & Co. Inc., a Delaware corporation.

 

Ticker / Exchange for the Common Stock:

KKR / The New York Stock Exchange (“NYSE”).

Trade Date:

March 5, 2025.

Settlement Date:

March 7, 2025, which is the second business day after the initial trade date for the Mandatory Convertible Preferred Stock (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade shares of Mandatory Convertible Preferred Stock before the business day before the settlement date must, because the Mandatory Convertible Preferred Stock initially will settle T+2, specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasers should consult their advisors.

Securities Offered:

45,000,000 shares of the Issuer’s 6.25% Series D Mandatory Convertible Preferred Stock, par value $0.01 per share (the “Mandatory Convertible Preferred Stock”).

Over-Allotment Option:

6,750,000 additional shares of the Mandatory Convertible Preferred Stock.

Public Offering Price:

$50.00 per share of the Mandatory Convertible Preferred Stock.

Underwriting Discount:

$1.125 per share of the Mandatory Convertible Preferred Stock.

Liquidation Preference:

$50.00 per share of the Mandatory Convertible Preferred Stock.

Dividends:

6.25% of the liquidation preference of $50.00 per share of the Mandatory Convertible Preferred Stock per annum.

 

The expected dividend payable on the first Dividend Payment Date (as defined below) is approximately $0.7292 per share of the Mandatory Convertible Preferred Stock. Each subsequent dividend is expected to be $0.78125 per share of the Mandatory Convertible Preferred Stock.

Dividend Record Dates:

The February 15, May 15, August 15 and November 15 immediately preceding the relevant Dividend Payment Date.

 

Dividend Payment Dates:

March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2025 to, and including, March 1, 2028.

 

Mandatory Conversion Date:

The second business day immediately following the last trading day of the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding March 1, 2028. The Mandatory Conversion Date is expected to be March 1, 2028.

 

Initial Price:

Approximately $120.7729, which is equal to $50.00, divided by the Maximum Conversion Rate (as defined below).

 

Threshold Appreciation Price:

Approximately $150.9662, which represents an approximately 25% appreciation over the Initial Price and is equal to $50.00, divided by the Minimum Conversion Rate (as defined below).

 

Floor Price:

$42.2705 (approximately 35% of the Initial Price), subject to adjustment as described in the Preliminary Prospectus Supplement.

 

Conversion Rate:

Upon conversion on the Mandatory Conversion Date, the conversion rate for each share of the Mandatory Convertible Preferred Stock will be not more than 0.4140 shares of the Issuer’s common stock (the “Maximum Conversion Rate”) and not less than 0.3312 shares of the Issuer’s common stock, (the “Minimum Conversion Rate”), depending on the Applicable Market Value of the Issuer’s common stock and subject to certain anti-dilution adjustments.

 

The following table illustrates hypothetical conversion rates per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments described in the Preliminary Prospectus Supplement:

Greater than the Threshold Appreciation Price

Between 0.3312 and 0.4140 shares of common stock, determined by dividing $50.00 by the Applicable Market Value

Less than the Initial Price

Early Conversion at the Option of the Holder:

Other than during a Fundamental Change Conversion Period, at any time prior to March 1, 2028, holders of the Mandatory Convertible Preferred Stock have the option to elect to convert their shares of the Mandatory Convertible Preferred Stock, in whole or in part into shares of the Issuer’s common stock at the Minimum Conversion Rate.

 

Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount:

If a Fundamental Change occurs on or prior to March 1, 2028, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of the Mandatory Convertible Preferred Stock, in whole or in part (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), into shares of common stock (or units of exchange property (as described in the Preliminary Prospectus Supplement)) at the Fundamental Change Conversion Rate.

Holders who convert their Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will also receive a Fundamental Change Dividend Make-Whole Amount and, to the extent there is any, the Accumulated Dividend Amount.

 

The following table sets forth the Fundamental Change Conversion Rate per share of the Mandatory Convertible Preferred Stock based on the Fundamental Change Effective Date and the Fundamental Change Stock Price:

Fundamental Change Stock Price

March 7, 2025          

0.3681

0.3859

0.3823

0.3719

0.3608

0.3512

0.3444

0.3413

0.3355

0.3329

0.3311

0.3298

0.3290

0.3284

0.3280

March 1, 2026          

0.3827

0.3963

0.3947

0.3845

0.3714

0.3587

0.3495

0.3453

0.3375

0.3343

0.3321

0.3307

0.3298

0.3293

0.3289

March 1, 2027          

0.3980

0.4055

0.4067

0.4008

0.3870

0.3695

0.3553

0.3490

0.3380

0.3340

0.3319

0.3307

0.3302

0.3299

0.3298

March 1, 2028          

0.4140

0.4140

0.4140

0.4140

0.4140

0.4140

0.3571

0.3312

0.3312

0.3312

0.3312

0.3312

0.3312

0.3312

0.3312

if the Fundamental Change Stock Price is less than $20.00 per share (subject to adjustment in the same manner as the Fundamental Change Stock Prices set forth in the first row of the table above as described in the Preliminary Prospectus Supplement), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate.

Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount:

The discount rate for purposes of determining the Fundamental Change Dividend Make-Whole Amount is 4.77% per annum.

Use of Proceeds:

The Issuer estimates that the net proceeds to it from the offering, after deducting the estimated underwriting discounts and estimated offering expenses payable by it, will be approximately $2.20 billion (or approximately $2.53 billion if the underwriters exercise their over-allotment option to purchase additional shares of the Mandatory Convertible Preferred Stock in full).

 

The Issuer 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.

Listing:

The Issuer intends to apply to list the Mandatory Convertible Preferred Stock on the NYSE under the symbol “KKR PR D.” If the application is approved, the Issuer expects trading in the Mandatory Convertible Preferred Stock on the NYSE to begin within 30 days after the Mandatory Convertible Preferred Stock is first issued.

CUSIP / ISIN for the Mandatory Convertible Preferred Stock:

48251W 500 / US48251W5004

Joint Book-Running Managers:

Morgan Stanley & Co. LLC

KKR Capital Markets LLC

Goldman Sachs & Co. LLC

UBS Securities LLC

Barclays Capital Inc.

BofA Securities, Inc.

CIBC World Markets Corp.

Citigroup Global Markets Inc.

Evercore Group L.L.C.

HSBC Securities (USA) Inc.

J.P. Morgan Securities LLC

Keefe, Bruyette & Woods, Inc.

Mizuho Securities USA LLC

Nomura Securities International, Inc.

WR Securities, LLC

RBC Capital Markets, LLC

Scotia Capital (USA) Inc.

SMBC Nikko Securities America, Inc.

Truist Securities, Inc.

Wells Fargo Securities LLC

Co-Managers:

BTIG, LLC

Loop Capital Markets LLC

Oppenheimer & Co. Inc.

Raymond James & Associates, Inc.  

American Veterans Group, PBC

C.L. King & Associates, Inc.

Guzman & Company

Strong Capital Markets, LLC

Tigress Financial Partners LLC