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Pricing Term Sheet
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Free Writing Prospectus
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dated as of March 4, 2025
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Filed pursuant to Rule 433
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Supplementing the
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Preliminary Prospectus Supplement dated March 4, 2025 to the
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Prospectus dated May 8, 2024
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Registration No. 333-279233
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KKR & Co. Inc.
45,000,000 Shares of 6.25% Series D Mandatory Convertible Preferred Stock
The information in this pricing term sheet should be read together with KKR & Co. Inc.’s preliminary prospectus supplement dated March 4, 2025 (the “Preliminary
Prospectus Supplement”), including the documents incorporated by reference therein and the related base prospectus dated May 8, 2024, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, Registration No. 333-279233. Terms
not defined in this pricing term sheet have the meanings given to such terms in the Preliminary Prospectus Supplement. The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement and the accompanying
prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement or the accompanying prospectus. All references to dollar amounts are references to U.S. dollars. The size of the offering was increased from
the previously announced offering of 30,000,000 shares. The final prospectus supplement relating to the offering will reflect conforming changes relating to such increase in the size of the offering.
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Issuer:
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KKR & Co. Inc., a Delaware corporation.
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Ticker / Exchange for the Common Stock:
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KKR / The New York Stock Exchange (“NYSE”).
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Trade Date:
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March 5, 2025.
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Settlement Date:
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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.
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Securities Offered:
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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”).
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Over-Allotment Option:
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6,750,000 additional shares of the Mandatory Convertible Preferred Stock.
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Public Offering Price:
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$50.00 per share of the Mandatory Convertible Preferred Stock.
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Underwriting Discount:
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$1.125 per share of the Mandatory Convertible Preferred Stock.
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Liquidation Preference:
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$50.00 per share of the Mandatory Convertible Preferred Stock.
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Dividends:
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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.
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Dividend Record Dates:
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The February 15, May 15, August 15 and November 15 immediately preceding the relevant Dividend Payment Date.
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Dividend Payment Dates:
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March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2025 to, and including, March 1, 2028.
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Mandatory Conversion Date:
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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.
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Initial Price:
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Approximately $120.7729, which is equal to $50.00, divided by the Maximum Conversion Rate (as defined below).
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Threshold Appreciation Price:
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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).
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Floor Price:
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$42.2705 (approximately 35% of the Initial Price), subject to adjustment as described in the Preliminary Prospectus Supplement.
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Conversion Rate:
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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:
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| Assumed Applicable Market Value of the Issuer’s common stock |
Assumed Conversion Rate (number of shares of the Issuer’s common stock to be received upon mandatory conversion of each share of the Mandatory Convertible
Preferred Stock)
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Greater than the Threshold Appreciation Price
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0.3312 shares of common stock | |
| Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price |
Between 0.3312 and 0.4140 shares of common stock, determined by dividing $50.00 by the Applicable Market Value
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Less than the Initial Price
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0.4140 shares of common stock | |
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Early Conversion at the Option of the Holder:
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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.
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Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount:
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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:
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Fundamental Change Stock Price
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| Fundamental Change Effective Date | $20.00 | $40.00 | $60.00 | $80.00 | $100.00 | $120.77 | $140.00 | $150.97 | $180.00 | $200.00 | $220.00 | $240.00 | $260.00 | $280.00 | $300.00 | |||||||||||
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March 7, 2025
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0.3681
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0.3859
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0.3823
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0.3719
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0.3608
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0.3512
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0.3444
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0.3413
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0.3355
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0.3329
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0.3311
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0.3298
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0.3290
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0.3284
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0.3280
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March 1, 2026
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0.3827
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0.3963
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0.3947
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0.3845
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0.3714
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0.3587
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0.3495
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0.3453
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0.3375
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0.3343
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0.3321
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0.3307
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0.3298
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0.3293
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0.3289
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March 1, 2027
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0.3980
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0.4055
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0.4067
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0.4008
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0.3870
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0.3695
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0.3553
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0.3490
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0.3380
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0.3340
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0.3319
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0.3307
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0.3302
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0.3299
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0.3298
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March 1, 2028
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0.4140
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0.4140
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0.4140
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0.4140
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0.4140
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0.4140
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0.3571
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0.3312
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0.3312
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0.3312
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0.3312
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0.3312
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0.3312
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0.3312
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0.3312
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| The exact Fundamental Change Stock Price and Fundamental Change Effective Date may not be set forth in the table, in which case: | ||
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if the Fundamental Change Stock Price is between two Fundamental Change Stock Price amounts in the table or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Fundamental Change Conversion Rate will be determined by a straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Stock Price amounts and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365- or 366-day year, as applicable; | |
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if the Fundamental Change Stock Price is in excess of $300.00 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 Minimum Conversion Rate; and | |
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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.
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Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount:
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The discount rate for purposes of determining the Fundamental Change Dividend Make-Whole Amount is 4.77% per annum.
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Use of Proceeds:
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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.
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Listing:
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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.
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CUSIP / ISIN for the Mandatory Convertible Preferred Stock:
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48251W 500 / US48251W5004
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Joint Book-Running Managers:
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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
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Co-Managers:
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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
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The Issuer has filed a registration statement (including the Preliminary Prospectus Supplement and the accompanying prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the Preliminary Prospectus Supplement and the accompanying prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information about
the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, copies may be obtained from Morgan Stanley & Co. LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by email to [email protected]; and KKR Capital Markets LLC, by telephone at (212) 750-8300 or by email to [email protected].
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION
BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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