Summary
KKR & Co. Inc. (KKR) has filed an 8-K report detailing a material definitive agreement to acquire Global Atlantic Financial Group Limited (Global Atlantic). The transaction involves KKR's indirect subsidiary, Magnolia Parent LLC, merging with Global Atlantic, making Global Atlantic a wholly-owned subsidiary of KKR. This strategic acquisition is expected to enhance KKR's position in the insurance and retirement services sector. The merger consideration will be based on Global Atlantic's GAAP Shareholders' Equity at closing, with provisions for equity roll-overs for certain existing shareholders. The deal is subject to customary closing conditions, including regulatory approvals from various insurance divisions and antitrust clearance under the Hart-Scott-Rodino Act. The announcement was accompanied by a joint press release, and the full Merger Agreement is filed as an exhibit.
Key Highlights
- 1KKR, through its subsidiary Magnolia Parent LLC, has entered into a definitive agreement to acquire Global Atlantic Financial Group Limited.
- 2The transaction structure involves a merger where Global Atlantic will become a wholly-owned subsidiary of KKR.
- 3The purchase price is based on Global Atlantic's GAAP Shareholders' Equity at the closing date, with an option for equity roll-over for certain shareholders.
- 4Completion of the merger is contingent upon several customary closing conditions, including significant regulatory approvals from various insurance authorities and antitrust clearance.
- 5KKR Group Partnership L.P. has committed to provide the necessary equity financing for the transaction.
- 6Certain Global Atlantic shareholders representing at least 40% of outstanding shares have agreed to vote in favor of the merger.
- 7The filing includes the Merger Agreement as an exhibit and a joint press release announcing the transaction.