8-KSecurities & ListingRegulation FDExhibits & Filings

KKR & Co. Inc. 8-K Report, Unregistered Securities Sale (Sep 9, 2015)

Filed September 9, 2015For Securities:KKRKKRTKKR-PDKKRS

Summary

KKR & Co. L.P. (KKR) filed an 8-K on September 9, 2015, to announce a significant strategic acquisition. The company, through a subsidiary, has agreed to acquire a 24.9% equity interest in Marshall Wace LLP and its affiliates, a prominent global equity long/short and liquid alternatives manager. This initial stake is to be acquired through the issuance of approximately 7.4 million newly issued KKR common units, valued at over 1% of KKR's outstanding units, in a private placement exempt from registration. The transaction also involves a cash component, with a portion of it mandated for investment into Marshall Wace-managed funds. The agreement includes provisions for potential future stake increases, allowing KKR to acquire an additional 15% equity interest over the subsequent three years, potentially bringing its total ownership to 39.9%. These future acquisitions will be primarily cash-based, with KKR having the option to use common units. A significant portion of these future payments will also be subject to reinvestment into Marshall Wace funds or held in KKR common units, reinforcing the long-term commitment and alignment of interests between the two entities. The transaction is subject to customary closing conditions, including regulatory approvals.

Key Highlights

  • 1KKR to acquire an initial 24.9% equity interest in Marshall Wace LLP, a global equity long/short manager.
  • 2The acquisition involves the issuance of approximately 7.4 million KKR common units, representing over 1% of outstanding units, in a private placement.
  • 3A portion of the acquisition consideration will be in cash, with a mandatory investment into Marshall Wace-managed funds.
  • 4The agreement allows for potential future acquisitions, increasing KKR's stake to up to 39.9% over three years.
  • 5Future acquisition payments can be made in cash or KKR common units at KKR's discretion.
  • 6A significant portion of future payments must be reinvested into Marshall Wace funds or held in KKR common units, ensuring alignment.
  • 7The transaction is subject to customary closing conditions, including regulatory approvals.

Frequently Asked Questions

This 8-K filing announces KKR's agreement to acquire a significant minority stake in Marshall Wace LLP, a notable global investment manager. It details the terms of the acquisition, including the use of KKR common units and cash, and outlines provisions for potential future increases in ownership.

KKR will pay for the initial 24.9% stake in Marshall Wace through a combination of newly issued KKR common units (approximately 7.4 million units) and cash. A portion of the cash consideration is required to be invested in funds managed by Marshall Wace.

Yes, the agreement includes provisions for KKR to acquire an additional 15% equity interest in Marshall Wace over the next three years, potentially bringing its total ownership to 39.9%. These subsequent acquisitions can be paid for in cash or KKR common units, at KKR's discretion.

The approximately 7.4 million KKR common units issued initially will be subject to a three-year restriction on transfer, with customary exceptions such as for tax payments. Similarly, a portion of future payments made in common units will also be subject to a three-year lock-up.