Item 1.01 Entry into a Material Definitive Agreement.
On January 1, 2020, KKR & Co. Inc. ("KKR") and its subsidiaries completed an
internal reorganization (the "Reorganization") following KKR's conversion from a
Delaware limited partnership to a Delaware corporation on July 1, 2018.
In the Reorganization, KKR Management Holdings L.P. and KKR International
Holdings L.P., which were intermediate holding companies for KKR's business,
were combined with the other intermediate holding company, KKR Fund Holdings
L.P., which changed its name to KKR Group Partnership L.P. (the "Group
Partnership"). The Group Partnership is now the sole intermediate holding
company for KKR's business, and the Group Partnership's general partner, which
is wholly owned by KKR, owns an approximately 66% economic interest in the Group
Partnership as of January 1, 2020. In addition, the issuers of each series of
KKR's outstanding senior notes were contributed to the Group Partnership, the
ownership interests of certain operating subsidiaries of the Group Partnership
were reorganized, and KKR acquired KKR Capstone Americas LLC and its affiliates.
In connection with the Reorganization, (i) the limited partnership agreement of
the Group Partnership was amended (the "Group Partnership Amendment") to, among
other things, reflect the fact that KKR Fund Holdings GP Limited is no longer a
general partner of the Group Partnership, and to reflect a subsequent amendment
and restatement (the "Third Amended and Restated Partnership Agreement") to
create a new class of limited partner interest, none of which has been issued as
of the date hereof, (ii) KKR's Second Amended and Restated Exchange Agreement
was amended and restated (the "Third Amended and Restated Exchange Agreement")
to reflect the Reorganization, and (iii) the guarantees by KKR International
Holdings L.P. and KKR Management Holdings L.P. under each series of KKR's
outstanding senior notes were automatically and unconditionally released and
discharged pursuant to the terms of the indentures governing such senior notes,
with the Group Partnership remaining as a guarantor.
The Group Partnership Amendment, the Third Amended and Restated Limited
Partnership Agreement and the Third Amended and Restated Exchange Agreement are
included as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report
on Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
No.
Exhibit Amendment to Second Amended and Restated Limited Partnership Agreement
10.1 of KKR Fund Holdings L.P. dated January 1, 2020
Exhibit Third Amended and Restated Limited Partnership Agreement of KKR Group
10.2 Partnership L.P. dated January 1, 2020
Exhibit Third Amended and Restated Exchange Agreement, dated as of January 1,
10.3 2020, among KKR Group Partnership L.P., KKR Holdings L.P. KKR & Co.
Inc. and KKR Group Holdings Corp.
Exhibit Cover Page Interactive Data File, formatted in Inline XBRL
104
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