Business Context and Reporting Period
This Form 8-K, dated July 1, 2018, reports the completion of the conversion of KKR & Co. L.P. (the "Partnership") into a Delaware corporation named KKR & Co. Inc. (the "Corporation"). The conversion became effective at 12:01 a.m. Eastern Time on July 1, 2018.
Key Financial Metrics
This filing is a current report regarding a corporate structural change and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes Versus Prior Period
- Entity Structure: The registrant changed from a Delaware limited partnership to a Delaware corporation.
- Security Conversion:
- Each outstanding Common Unit converted into one share of Class A Common Stock ($0.01 par value).
- Each 6.75% Series A Preferred Unit converted into one share of 6.75% Series A Preferred Stock.
- Each 6.50% Series B Preferred Unit converted into one share of 6.50% Series B Preferred Stock.
- Trading Status: Trading of the Partnership units ceased on the NYSE at the open of business on July 2, 2018. Trading of the Corporation's stock commenced on the same date under the existing ticker symbols "KKR", "KKR PRA", and "KKR PRB".
- Management Continuity: The directors and executive officers of the Corporation immediately following the conversion are the same individuals who served in those roles for KKR Management LLC prior to the conversion.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future performance, or specific risk factors related to operations. The primary disclosure relates to the legal and administrative mechanics of the conversion, including the filing of a Certificate of Conversion, Certificate of Incorporation, and Bylaws. The Corporation is deemed a successor registrant to the Partnership under the Securities Exchange Act of 1934.
Investor Verification Checklist
- Verify the conversion ratio of 1:1 for Common Units to Class A Common Stock and Preferred Units to Preferred Stock.
- Confirm the new CUSIP numbers for the Class A Common Stock (48251W 104), Series A Preferred Stock (48251W 203), and Series B Preferred Stock (48251W 302).
- Review the Certificate of Incorporation and Bylaws (Exhibits 3.2 and 3.3) to confirm that stockholder rights remain substantially the same as the previous unitholder rights.
- Ensure trading accounts reflect the transition from Partnership units to Corporation shares effective July 2, 2018.