Business Context and Reporting Period
This Form 8-K filing by KKR & Co. L.P. (the "Partnership") covers events occurring on July 14, 2010, and July 15, 2010. The report details the finalization of agreements and corporate actions necessary for the listing of the Partnership's common units on the New York Stock Exchange (NYSE) under the ticker symbol "KKR."
Key Financial Metrics
This filing is a current report regarding corporate governance and listing events. It 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 and Corporate Actions
- Material Definitive Agreements: On July 14, 2010, the Partnership entered into an Exchange Agreement, a Registration Rights Agreement, and a Tax Receivable Agreement to facilitate the NYSE listing.
- Governance Amendments: The Partnership entered into an Amended and Restated Agreement of Limited Partnership and an Amended and Restated Limited Liability Company Agreement for the Managing Partner.
- Board Appointments: Effective July 15, 2010, Joseph A. Grundfest, Dieter Rampl, and Robert W. Scully were appointed to the Board of Directors of the Managing Partner. All three are classified as independent directors.
- Delisting: KKR & Co. (Guernsey) L.P. ceased trading on Euronext Amsterdam on July 14, 2010, and was delisted on July 15, 2010.
Management Commentary, Risks, and Unusual Items
Director Compensation: Independent directors will receive an annual cash retainer of $75,000, with additional retainers for committee service ($15,000 for nominating/governance, $25,000 for audit, and $15,000 for audit chair). Each independent director is also granted 10,000 equity awards under the 2010 Equity Incentive Plan.
Indemnification: All board members entered into Indemnification Agreements providing after-tax indemnification for losses, claims, and expenses arising from their service, subject to exclusions for bad faith, fraud, or willful misconduct. The Partnership guarantees the Managing Partner's obligations under these agreements.
Risks and Contingencies: The filing references the Tax Receivable Agreement, which creates potential future cash flow obligations related to tax benefits, though specific amounts are not detailed in this text.
Investor Verification Checklist
- Verify the terms of the Tax Receivable Agreement (Exhibit 10.3) to understand potential future cash outflows.
- Review the Exchange Agreement (Exhibit 10.1) to confirm the mechanics of the unit exchange and listing.
- Confirm the independence status and committee assignments of the newly appointed directors (Grundfest, Rampl, Scully).
- Check the press release (Exhibit 99.1) for additional market commentary regarding the NYSE listing.
- Ensure the delisting of KKR Guernsey from Euronext Amsterdam is complete and no residual obligations remain.