UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2020
KKR & Co. Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-34820
(Commission
File Number)
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26-0426107
(IRS Employer
Identification No.)
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9 West 57th Street, Suite 4200
NEW YORK, New York
(Address of principal executive offices)
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10019
(Zip Code)
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(212) 750-8300
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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KKR
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New York Stock Exchange
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6.75% Series A Preferred Stock
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KKR PR A
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New York Stock Exchange
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6.50% Series B Preferred Stock
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KKR PR B
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New York Stock Exchange
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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).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Entry into a Material Definitive Agreement.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On April 21, 2020 KKR Group Finance Co. VI LLC (the “Issuer”),
an indirect subsidiary of KKR & Co. Inc. (the “Corporation”), completed the offering of $250,000,000 aggregate principal amount of its 3.750% Senior Notes
due 2029 (the “New Notes”). The New Notes are guaranteed by the Corporation and KKR Group Partnership L.P., an indirect subsidiary of the Corporation
(together with the Corporation, the “Guarantors”). The New Notes were issued as additional notes under the indenture dated July 1, 2019 (the “Base Indenture”), as supplemented by the first supplemental indenture dated July 1, 2019 (the “First Supplemental Indenture”) and the second supplemental indenture dated April 21, 2020 (the “Second Supplemental Indenture” and,
together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), each among the Issuer, the Guarantors and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Trustee”). Prior to the issuance of the New Notes, there were $500,000,000 aggregate principal amount of 3.750% Senior
Notes due 2029 already outstanding under the Indenture (the “Existing Notes” and, together with the New Notes, the “Notes”). The New Notes are treated as a single series with the Existing Notes under the Indenture and have substantially the same terms as the Existing Notes.
The New Notes bear interest at a rate of 3.750% per annum and will mature on July 1, 2029 unless earlier redeemed. Interest on the New
Notes accrues from January 1, 2020 and is payable semi-annually in arrears on January 1 and July 1 of each year, commencing on July 1, 2020 and ending on the maturity date. The New Notes are unsecured and unsubordinated obligations of the Issuer. The
New Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and
unsubordinated obligations of the Guarantors.
The Indenture includes covenants, including limitations on the Issuer’s and the Guarantors’ 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. Prior to April 1, 2029 (three months prior to the maturity date of the Notes), all or a portion of the Notes may be redeemed at the Issuer’s option in whole or in part, at any time and from time to time, prior to their stated maturity,
at the make-whole redemption price set forth in the Notes. On or after April 1, 2029 (three months prior to the maturity date of the Notes), 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 on the Notes redeemed to, but not including, the date of redemption. If a change of control repurchase event occurs, the Notes are subject to repurchase by the Issuer at a repurchase price in cash equal to
101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.
The preceding is a summary of the terms of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the
form of the New Notes, and is qualified in its entirety by reference to the Base Indenture filed as Exhibit 4.1 to our Current Report on Form 8-K filed on July 1, 2019, the First Supplemental Indenture filed as Exhibit 4.2 to our Current Report on
Form 8-K filed on July 1, 2019, the Second Supplemental Indenture filed as Exhibit 4.1 to this report, and the form of the New Notes filed as Exhibit 4.2 to this report and incorporated herein by reference as though they were fully set forth herein.
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Financial Statements and Exhibits.
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Second Supplemental Indenture dated as of April 21, 2020 among KKR Group Finance Co. VI LLC, KKR & Co. Inc., KKR Group Partnership L.P. and
The Bank of New York Mellon Trust Company, N.A., as trustee.
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Form of 3.750% Senior Note due 2029 (included in Exhibit 4.1 hereto).
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Cover Page Interactive Data File, formatted in Inline XBRL
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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.