What is the primary purpose of this filing for KKR investors?

This filing details the successful completion of KKR's offering of Mandatory Convertible Preferred Stock, a significant capital raise. It outlines the terms of this new security, including its dividend rate, liquidation preference, and crucially, how and when it will convert into KKR common stock, which will impact future share count and earnings per share.

When will the Mandatory Convertible Preferred Stock convert into common stock, and what determines the conversion ratio?

The Mandatory Convertible Preferred Stock is expected to automatically convert into KKR common stock on or around March 1, 2028. The exact number of common shares received per preferred share will be determined by KKR's common stock's volume-weighted average price over a 20-day trading period prior to the conversion date, with the ratio falling between 0.3312 and 0.4140 shares of common stock per preferred share.

What are the dividend rights associated with the Series D Mandatory Convertible Preferred Stock?

The preferred stock carries a cumulative dividend rate of 6.25% annually on its $50.00 liquidation preference. These dividends are payable quarterly, and KKR has the flexibility to pay them in cash, shares of its common stock, or a combination of both, subject to certain limitations. However, if preferred dividends are not paid in full, it triggers restrictions on the payment of dividends or share repurchases on KKR's common stock.

What is the total amount of capital raised, and how will the proceeds be used?

KKR raised approximately $2.53 billion in net proceeds from this offering after deducting underwriting discounts and estimated expenses. While this filing doesn't explicitly state the use of proceeds, such capital raises are typically for general corporate purposes, strategic investments, or to fund existing or new business initiatives.

KKR 8-K: Shareholder Matters & Corporate Changes

Summary

KKR & Co. Inc. (KKR) has announced the successful completion of an underwritten public offering of its 6.25% Series D Mandatory Convertible Preferred Stock. This offering raised approximately $2.53 billion in net proceeds after deducting underwriting discounts and expenses. The issuance of this preferred stock, totaling 51,750,000 shares with an aggregate liquidation preference of $2,587,500,000, has been formalized through the filing of a Certificate of Designations establishing its specific rights and terms. Key for investors, this mandatory convertible preferred stock is designed to automatically convert into KKR's common stock on or around March 1, 2028. The conversion ratio will be between 0.3312 and 0.4140 shares of common stock per preferred share, contingent on the volume-weighted average price of KKR's common stock during a specified trading period prior to the conversion date. Dividends on the preferred stock are payable quarterly at an annual rate of 6.25% on its $50.00 liquidation preference, with the company having the option to pay in cash, common stock, or a combination thereof. Importantly, the terms include provisions that restrict dividends or share repurchases on common stock if preferred stock dividends are not paid in full.

Key Highlights

1KKR completed a public offering of 6.25% Series D Mandatory Convertible Preferred Stock, raising approximately $2.53 billion in net proceeds.
251,750,000 shares of the preferred stock were issued, representing an aggregate liquidation preference of $2,587,500,000.
3The preferred stock is set to automatically convert into KKR common stock on or about March 1, 2028.
4The conversion ratio will range from 0.3312 to 0.4140 shares of common stock per preferred share, dependent on the stock's average trading price.
5Dividends are payable quarterly at an annual rate of 6.25% on the $50.00 liquidation preference, with payment flexibility (cash, stock, or both).
6The filing details the Certificate of Designations, outlining the rights, preferences, and restrictions of the new preferred stock.
7Restrictions are in place on common stock dividends and repurchases if preferred stock dividends are not met.

KKR & Co. Inc. 8-K Report, Rights Modification (Mar 7, 2025)

Summary

Key Highlights

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