8-KLeadership ChangesMaterial AgreementsShareholder Matters+3

KKR & Co. Inc. 8-K Report, Material Agreement (Jul 20, 2010)

Filed July 20, 2010For Securities:KKRKKRTKKR-PDKKRS

Summary

This 8-K filing from KKR & Co. L.P. (KKR) on July 20, 2010, primarily details the formalization of agreements and corporate structure changes associated with KKR's previously announced listing on the New York Stock Exchange (NYSE). Key events include the entry into definitive agreements such as the Exchange Agreement, Registration Rights Agreement, and Tax Receivable Agreement, all crucial for the operational and governance framework post-listing. Additionally, the filing announces amendments to the Partnership Agreement and the Limited Liability Company Agreement governing KKR's structure. Significant for investors is the appointment of three independent directors to the Board of KKR Management LLC, a move aligning with NYSE governance standards. The filing also outlines the compensation structure for these independent directors, including annual retainers and equity awards, and details comprehensive indemnification agreements for all board members, ensuring protection against potential liabilities. The delisting from Euronext Amsterdam and the prior commencement of trading on the NYSE under the ticker 'KKR' are also confirmed, marking a significant transition for the company's public market presence.

Key Highlights

  • 1Formalization of key agreements: Exchange Agreement, Registration Rights Agreement, and Tax Receivable Agreement entered into on July 14, 2010, supporting KKR's NYSE listing and operational structure.
  • 2Amendments to governing documents: The Partnership Agreement and the Limited Liability Company Agreement for KKR Management LLC were amended and restated on July 14, 2010.
  • 3Board of Directors expansion: Appointment of three independent directors (Joseph A. Grundfest, Dieter Rampl, and Robert W. Scully) to the Board of KKR Management LLC, effective July 15, 2010.
  • 4Independent director compensation outlined: Annual cash retainers ($75,000 base, plus committee service bonuses) and equity awards under the 2010 Equity Incentive Plan for independent directors.
  • 5Comprehensive indemnification for directors: All board members entered into Indemnification Agreements providing broad coverage against losses, claims, and expenses related to their service, subject to certain limitations.
  • 6Delisting from Euronext Amsterdam: KKR Guernsey units ceased trading on July 14, 2010, and were delisted on July 15, 2010.
  • 7Confirmation of NYSE trading: Common units began trading on the NYSE under the ticker symbol 'KKR' on June 15, 2010.

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