Issuer:
|
KKR & Co. L.P. (the “Partnership”)
|
Title of Security:
|
6.50% Series B Preferred Units (the “Units”)
|
Size:
|
$155,000,000 (6,200,000 Units)
|
Over-allotment Option:
|
None
|
Liquidation Preference:
|
$25.00 per Unit
|
Maturity:
|
Perpetual
|
Distribution Rate:
|
At a rate per annum equal to 6.50% only when, as and if declared.
Distributions on the Units are non-cumulative.
|
Distribution Payment Dates:
|
The 15th of each March, June, September and December, commencing on September 15, 2016.
|
Optional Redemption:
|
The Units may be redeemed at the Partnership’s option, in whole or in part, at any time on or after September 15, 2021 at a price of $25.00 per Unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the Units will have no right to require the redemption of the Units.
|
Change of Control Redemption:
|
If a Change of Control Event (as described in the prospectus supplement) occurs prior to September 15, 2021, the Units may be redeemed at the Partnership’s option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such Change of Control Event, at a price of $25.25 per Unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions.
|
Distribution Rate Step-Up Following Change of Control Event:
|
If (i) a Change of Control Event occurs (whether before, on or after September 15, 2021) and (ii) the Partnership does not give notice prior to the 31st day following the Change of Control Event to redeem all the outstanding Units, the distribution rate per annum on the Units will increase by 5.00%, beginning on the 31st day following such Change of Control Event.
|
Trade Date:
|
June 13, 2016
|
Expected Settlement Date:
|
June 20, 2016 (T+5)
|
Public Offering Price:
|
$25.00 per Unit
|
Underwriting Discounts and Commissions:
|
$0.7875 per Unit for retail orders
$0.5000 per Unit for institutional orders |
Net Proceeds (before expenses) to the Partnership:
|
$150,219,562.50
|
Listing:
|
The Partnership intends to apply to list the Units on the New York Stock Exchange under the symbol “KKR PR B”.
|
CUSIP/ISIN:
|
48248M 300 / US48248M3007
|
Anticipated Ratings*:
|
BBB+ (S&P) / BBB+ (Fitch)
|
Joint Book-Running Managers:
|
Morgan Stanley & Co. LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated UBS Securities LLC
Wells Fargo Securities, LLC
|
Lead Managers:
|
Barclays Capital Inc.
Citigroup Global Markets Inc.
Goldman, Sachs & Co.
HSBC Securities (USA) Inc.
Mizuho Securities USA Inc.
|
* | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. |