Summary
KKR & Co. L.P. (KKR) filed an 8-K on October 18, 2013, primarily to announce its agreement to acquire Avoca Capital, a European credit investment firm. This strategic move signals KKR's continued expansion in the credit space, particularly within Europe. The transaction involves the issuance of up to 5.0 million common units of KKR & Co. L.P. as partial consideration for the acquisition, which will be unregistered securities offered under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S. This issuance includes potential convertible securities and units subject to a three-year vesting and transfer restriction, with provisions for accelerated vesting or forfeiture.
Key Highlights
- 1KKR is acquiring Avoca Capital, a European credit investment firm, expanding its presence in the European credit market.
- 2The acquisition is partially funded by the issuance of up to 5.0 million common units of KKR & Co. L.P.
- 3The common units issued are unregistered securities, relying on exemptions like Section 4(a)(2) or Regulation S.
- 4A portion of the issued units may be subject to vesting and transfer restrictions over a three-year period.
- 5The transaction underscores KKR's strategic focus on growing its credit investment capabilities.
- 6The press release announcing the acquisition is furnished as an exhibit to the 8-K filing.
Frequently Asked Questions
The primary purpose of this 8-K filing is to publicly announce KKR & Co. L.P.'s agreement to acquire Avoca Capital, a European credit investment firm, as disclosed under Regulation FD.
The acquisition is being partially financed through the issuance of up to 5.0 million common units of KKR & Co. L.P. These units are being offered as partial consideration for the sellers' equity interests in Avoca Capital.
No, the KKR common units issued in connection with this acquisition are unregistered securities. They are being offered in reliance on exemptions from registration, such as Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S promulgated thereunder.
A portion of the KKR common units will be issuable upon the election of holders of certain convertible securities issued as part of the acquisition. Another portion will be subject to a three-year, ratable annual vesting and transfer restriction, with provisions for accelerated vesting or forfeiture under specific circumstances.