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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/07/14 KKR & Co. Inc. 10-Q 6/30/14 93:28M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 2.83M 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 78K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 77K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 74K 5: EX-10.1 Material Contract HTML 273K 6: EX-10.2 Material Contract HTML 79K 7: EX-10.3 Material Contract HTML 57K 8: EX-31.1 Certification -- §302 - SOA'02 HTML 32K 9: EX-31.2 Certification -- §302 - SOA'02 HTML 32K 10: EX-31.3 Certification -- §302 - SOA'02 HTML 32K 11: EX-32.1 Certification -- §906 - SOA'02 HTML 27K 12: EX-32.2 Certification -- §906 - SOA'02 HTML 27K 13: EX-32.3 Certification -- §906 - SOA'02 HTML 27K 64: R1 Document and Entity Information HTML 46K 51: R2 Condensed Consolidated Statements of Financial HTML 99K Condition 62: R3 Condensed Consolidated Statements of Financial HTML 30K Condition (Parenthetical) 66: R4 Condensed Consolidated Statements of Operations HTML 86K 85: R5 Condensed Consolidated Statements of Comprehensive HTML 46K Income (Loss) 53: R6 Condensed Consolidated Statements of Changes in HTML 80K Equity 61: R7 Condensed Consolidated Statements of Cash Flows HTML 131K 47: R8 Organization HTML 30K 37: R9 Summary of Significant Accounting Policies HTML 178K 86: R10 Net Gains (Losses) From Investment Activities HTML 91K 68: R11 Investments HTML 69K 67: R12 Fair Value Measurements HTML 711K 73: R13 Net Income (Loss) Attributable to Kkr & Co. L.P. HTML 82K Per Common Unit 74: R14 Other Assets and Accounts Payable, Accrued HTML 83K Expenses and Other Liabilities 71: R15 Variable Interest Entities HTML 45K 75: R16 Debt Obligations HTML 98K 63: R17 Income Taxes HTML 31K 65: R18 Equity Based Compensation HTML 195K 70: R19 Related Party Transactions HTML 48K 93: R20 Segment Reporting HTML 573K 81: R21 Acquisitions HTML 96K 57: R22 Goodwill and Intangible Assets HTML 54K 69: R23 Commitments and Contingencies HTML 56K 59: R24 Regulatory Capital Requirements HTML 28K 29: R25 Subsequent Events HTML 27K 82: R26 Summary of Significant Accounting Policies HTML 223K (Policies) 89: R27 Summary of Significant Accounting Policies HTML 114K (Tables) 42: R28 Net Gains (Losses) From Investment Activities HTML 91K (Tables) 41: R29 Investments (Tables) HTML 69K 45: R30 Fair Value Measurements (Tables) HTML 710K 46: R31 Net Income (Loss) Attributable to Kkr & Co. L.P. HTML 83K Per Common Unit (Tables) 48: R32 Other Assets and Accounts Payable, Accrued HTML 87K Expenses and Other Liabilities (Tables) 27: R33 Variable Interest Entities (Tables) HTML 40K 79: R34 Debt Obligations (Tables) HTML 93K 55: R35 Equity Based Compensation (Tables) HTML 195K 58: R36 Related Party Transactions (Tables) HTML 45K 32: R37 Segment Reporting (Tables) HTML 559K 91: R38 Acquisitions (Tables) HTML 92K 20: R39 Goodwill and Intangible Assets (Tables) HTML 51K 49: R40 Organization (Details) HTML 31K 84: R41 Summary of Significant Accounting Policies HTML 26K (Details) 31: R42 Summary of Significant Accounting Policies HTML 96K (Details 2) 40: R43 Summary of Significant Accounting Policies HTML 42K (Details 3) 44: R44 Net Gains (Losses) From Investment Activities HTML 46K (Details) 52: R45 Investments (Details) HTML 40K 26: R46 Investments (Details 2) HTML 35K 36: R47 Investments (Details 3) HTML 36K 22: R48 Fair Value Measurements (Details) HTML 74K 83: R49 Fair Value Measurements (Details 2) HTML 78K 30: R50 Fair Value Measurements (Details 3) HTML 43K 80: R51 Fair Value Measurements (Details 4) HTML 195K 33: R52 Net Income (Loss) Attributable to Kkr & Co. L.P. HTML 53K Per Common Unit (Details) 50: R53 Other Assets and Accounts Payable, Accrued HTML 116K Expenses and Other Liabilities (Details) 21: R54 Variable Interest Entities (Details) HTML 41K 25: R55 Debt Obligations (Details) HTML 68K 43: R56 Income Taxes (Details) HTML 33K 28: R57 Equity Based Compensation (Details) HTML 34K 87: R58 Equity Based Compensation (Details 2) HTML 133K 54: R59 Equity Based Compensation (Details 3) HTML 56K 72: R60 Related Party Transactions (Details) HTML 36K 35: R61 Segment Reporting (Details) HTML 132K 38: R62 Segment Reporting (Details 2) HTML 48K 78: R63 Segment Reporting (Details 3) HTML 42K 76: R64 Segment Reporting (Details 4) HTML 55K 56: R65 Acquisitions (Details) HTML 138K 77: R66 Goodwill and Intangible Assets (Details) HTML 45K 34: R67 Commitments and Contingencies (Details) HTML 49K 60: R68 Commitments and Contingencies (Details 2) HTML 29K 88: R69 Regulatory Capital Requirements (Details) HTML 28K 24: R70 Subsequent Events (Details) HTML 31K 90: XML IDEA XML File -- Filing Summary XML 126K 23: EXCEL IDEA Workbook of Financial Reports XLSX 375K 39: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 4.93M 14: EX-101.INS XBRL Instance -- kkr-20140630 XML 6.66M 16: EX-101.CAL XBRL Calculations -- kkr-20140630_cal XML 262K 17: EX-101.DEF XBRL Definitions -- kkr-20140630_def XML 1.36M 18: EX-101.LAB XBRL Labels -- kkr-20140630_lab XML 4.51M 19: EX-101.PRE XBRL Presentations -- kkr-20140630_pre XML 1.98M 15: EX-101.SCH XBRL Schema -- kkr-20140630 XSD 401K 92: ZIP XBRL Zipped Folder -- 0001104659-14-057776-xbrl Zip 455K
Exhibit 4.3
Execution Version
SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture, dated as of August 5, 2014, (this “Second Supplemental Indenture”) among KKR Group Finance Co. III LLC, a Delaware limited liability company (the “Company”), KKR & Co. L.P., a Delaware limited partnership (the “Partnership”), KKR Management Holdings L.P., a Delaware limited partnership (“Management Holdings”), KKR Fund Holdings L.P., a Cayman Islands limited partnership (“Fund Holdings” and, together with Management Holdings and the Partnership, the “Existing Guarantors”), KKR International Holdings L.P., a Cayman Islands limited partnership (the “New Guarantor” and, together with the Existing Guarantors, the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Existing Guarantors, the Company and the Trustee are parties to an indenture dated as of May 29, 2014 (the “Base Indenture”), as supplemented by a first supplemental indenture dated as of May 29, 2014 among the Company, the Existing Guarantors and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance by the Company of $500,000,000 aggregate principal amount of 5.125% Senior Notes due 2044 (the “Notes”);
WHEREAS, Section 1402 of the Indenture provides that the Company and each Existing Guarantor shall cause each New KKR Entity (other than a Non-Guarantor Entity) to become a Guarantor pursuant to the Indenture and provide a Guarantee in respect of the Notes (the “New Guarantee”);
WHEREAS, the New Guarantor is a New KKR Entity and is not a Non-Guarantor Entity under the terms and conditions set forth under the Indenture;
WHEREAS, pursuant to Section 901 of the Indenture, the Company, the Existing Guarantors and the Trustee, may, without the consent of any Holders, enter into this Second Supplemental Indenture for the purpose of adding the New Guarantor as a Guarantor under the Indenture;
WHEREAS, pursuant to Sections 901 and 1413 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Definition of KKR Group Partnerships. The term “KKR Group Partnerships” under Section 2.1 of the First Supplemental Indenture is hereby amended and replaced in its entirety to read as follows:
“KKR Group Partnerships” means KKR Management Holdings L.P., a Delaware limited partnership, KKR Fund Holdings L.P., a Cayman Islands limited partnership and KKR International Holdings L.P., a Cayman Islands limited partnership, together.”
(3) Agreement to be Bound. The New Guarantor hereby agrees to become a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.
(4) Guarantee. The New Guarantor agrees, on a joint and several basis, with the Existing Guarantors, to fully and unconditionally Guarantee to each Holder of the Notes and the Trustee the obligations of the Company pursuant to and as set forth in Article XIV of the Indenture.
(5) Execution as Supplemental Indenture. This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and, as provided in the Base Indenture forms a part thereof.
(6) Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company and the Guarantors, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or the Guarantees. All rights, protections, privileges and indemnities granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Second Supplemental Indenture.
(7) Separability Clause. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(8) No Recourse Against Others. No director, partner, officer, employee, member, manager or stockholder of the New Guarantor shall have any liability for any obligations of the Company or the Guarantors (including the New Guarantor) under the Notes, any Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.
(9) Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Company and the Guarantors shall bind their respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.
(10) Execution and Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
(11) Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the law of the State of New York.
(12) Headings. The headings of the sections in this Second Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.
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KKR GROUP FINANCE CO. III LLC | ||
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By: |
KKR Management Holdings Corp., | |
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its managing member | |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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KKR & CO. L.P. | ||
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By: |
KKR Management LLC, | |
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its general partner | |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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KKR MANAGEMENT HOLDINGS L.P. | ||
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By: |
KKR Management Holdings Corp., | |
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its general partner | |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
[Signature Page to Second Supplemental Indenture — Senior Notes due 2044]
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KKR FUND HOLDINGS L.P. | ||
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By: |
KKR Fund Holdings GP Limited, | |
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its general partner | |
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By: |
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Name: |
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Title: |
Director |
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And | ||
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By: |
KKR Group Holdings L.P., | |
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its general partner | |
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By: |
KKR Group Limited, the general partner of KKR Group Holdings L.P. | |
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By: |
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Name: |
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Title: |
Director |
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KKR INTERNATIONAL HOLDINGS L.P. | ||
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By: |
KKR Fund Holdings GP Limited, | |
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its general partner | |
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By: |
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Name: |
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Title: |
Director |
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And |
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By: |
KKR Group Holdings L.P., | |
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its general partner | |
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By: |
KKR Group Limited, the general partner of KKR Group Holdings L.P. | |
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By: |
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Name: |
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Title: |
Director |
[Signature Page to Second Supplemental Indenture — Senior Notes due 2044]
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
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By: |
/s/ Melonee Young | |
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Name: |
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Title: |
Vice President |
[Signature Page to Second Supplemental Indenture — Senior Notes due 2044]
This ‘10-Q’ Filing | Date | Other Filings | ||
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Filed on: | 8/7/14 | |||
8/5/14 | ||||
For Period end: | 6/30/14 | |||
5/29/14 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 KKR & Co. Inc. 10-K 12/31/23 214:57M 2/27/23 KKR & Co. Inc. 10-K 12/31/22 211:55M 2/28/22 KKR & Co. Inc. 10-K 12/31/21 209:47M 2/19/21 KKR & Co. Inc. 10-K 12/31/20 122:26M |