SEC Info - KKR & Co. Inc. - ‘10-Q’ for 3/31/18

KKR & Co. Inc. – ‘10-Q’ for 3/31/18 – ‘EX-10.1’

On: Tuesday, 5/8/18, at 4:39pm ET · For: 3/31/18 · Accession #: 1404912-18-9 · File #: 1-34820

Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1.86M 2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 408K Liquidation or Succession 3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 34K 4: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 296K 5: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 90K 6: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 146K 7: EX-10.1 Material Contract HTML 51K 8: EX-10.2 Material Contract HTML 99K 9: EX-10.3 Material Contract HTML 48K 10: EX-10.4 Material Contract HTML 97K 11: EX-10.5 Material Contract HTML 89K 12: EX-10.6 Material Contract HTML 72K 13: EX-10.7 Material Contract HTML 72K 14: EX-31.1 Certification -- §302 - SOA'02 HTML 39K 15: EX-31.2 Certification -- §302 - SOA'02 HTML 39K 16: EX-31.3 Certification -- §302 - SOA'02 HTML 39K 17: EX-32.1 Certification -- §906 - SOA'02 HTML 34K 18: EX-32.2 Certification -- §906 - SOA'02 HTML 34K 19: EX-32.3 Certification -- §906 - SOA'02 HTML 34K 26: R1 Document and Entity Information HTML 50K 27: R2 Condensed Consolidated Statements of Financial HTML 112K Condition (Unaudited) 28: R3 Condensed Consolidated Statements of Financial HTML 43K Condition (Unaudited) (Parenthetical) 29: R4 Condensed Consolidated Statements of Operations HTML 98K (Unaudited) 30: R5 Condensed Consolidated Statements of Comprehensive HTML 50K Income (Loss) (Unaudited) 31: R6 Condensed Consolidated Statements of Changes in HTML 91K Equity (Unaudited) 32: R7 Condensed Consolidated Statements of Cash Flows HTML 130K (Unaudited) 33: R8 Organization HTML 39K 34: R9 Summary of Significant Accounting Policies HTML 211K 35: R10 Net Gains (Losses) From Investment Activities HTML 90K 36: R11 Investments HTML 49K 37: R12 Fair Value Measurements HTML 496K 38: R13 Fair Value Option HTML 108K 39: R14 Net Income (Loss) Attributable to Kkr & Co. L.P. HTML 61K Per Common Unit 40: R15 Other Assets and Accounts Payable, Accrued HTML 92K Expenses and Other Liabilities 41: R16 Variable Interest Entities HTML 47K 42: R17 Debt Obligations HTML 172K 43: R18 Income Taxes HTML 39K 44: R19 Equity Based Compensation HTML 133K 45: R20 Related Party Transactions HTML 49K 46: R21 Segment Reporting HTML 364K 47: R22 Equity HTML 40K 48: R23 Goodwill and Intangible Assets HTML 50K 49: R24 Commitments and Contingencies HTML 47K 50: R25 Regulatory Capital Requirements HTML 34K 51: R26 Subsequent Events HTML 43K 52: R27 Summary of Significant Accounting Policies HTML 188K (Policies) 53: R28 Summary of Significant Accounting Policies HTML 95K (Tables) 54: R29 Net Gains (Losses) From Investment Activities HTML 89K (Tables) 55: R30 Investments (Tables) HTML 50K 56: R31 Fair Value Measurements (Tables) HTML 504K 57: R32 Fair Value Option (Tables) HTML 108K 58: R33 Net Income (Loss) Attributable to Kkr & Co. L.P. 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L.P. HTML 62K Per Common Unit (Details) 85: R60 OTHER ASSETS AND ACCOUNTS PAYABLE, ACCRUED HTML 82K EXPENSES AND OTHER LIABILITIES - Other Assets (Details) 86: R61 OTHER ASSETS AND ACCOUNTS PAYABLE, ACCRUED HTML 64K EXPENSES AND OTHER LIABILITIES - Accounts Payable, Accrued Expenses and Other Liabilities (Details) 87: R62 VARIABLE INTEREST ENTITIES - Narrative (Details) HTML 51K 88: R63 VARIABLE INTEREST ENTITIES - Maximum Exposure to HTML 39K Loss (Details) 89: R64 DEBT OBLIGATIONS - KKR's Borrowings (Details) HTML 115K 90: R65 DEBT OBLIGATIONS - Narrative (Details) HTML 66K 91: R66 DEBT OBLIGATIONS - Obligations of Consolidated HTML 57K CLOs (Details) 92: R67 INCOME TAXES - Narrative (Details) HTML 43K 93: R68 EQUITY BASED COMPENSATION - Expense (Details) HTML 44K 94: R69 EQUITY BASED COMPENSATION - Narrative (Details) HTML 127K 95: R70 EQUITY BASED COMPENSATION - Market Condition HTML 44K Awards (Details) 96: R71 EQUITY BASED COMPENSATION - Estimated Unrecognized HTML 57K Expense (Details) 97: R72 EQUITY BASED COMPENSATION - Awards Rollforward HTML 63K (Details) 98: R73 EQUITY BASED COMPENSATION - Remaining Vesting HTML 79K Tranches (Details) 99: R74 RELATED PARTY TRANSACTIONS - Summary of Due From HTML 48K and Due To Affiliates (Details) 100: R75 SEGMENT REPORTING - Narrative (Details) HTML 32K 101: R76 SEGMENT REPORTING - Financial Data for KKR's HTML 150K Reportable Segments (Details) 102: R77 SEGMENT REPORTING - Fees (Details) HTML 57K 103: R78 SEGMENT REPORTING - Expenses (Details) HTML 49K 104: R79 SEGMENT REPORTING - Income (Loss) Before Taxes HTML 51K (Details) 105: R80 SEGMENT REPORTING - Reconciliation of Assets from HTML 48K Segment to Consolidated (Details) 106: R81 Equity (Details) HTML 56K 107: R82 GOODWILL AND INTANGIBLE ASSETS - Narrative HTML 38K (Details) 108: R83 GOODWILL AND INTANGIBLE ASSETS - Intangible HTML 38K Assets, Net (Details) 109: R84 GOODWILL AND INTANGIBLE ASSETS - Change in HTML 38K Intangible Assets (Details) 110: R85 COMMITMENTS AND CONTINGENCIES - Contingent HTML 45K Repayment Guarantees (Details) 111: R86 Regulatory Capital Requirements (Details) HTML 34K 112: R87 Subsequent Events (Details) HTML 77K 114: XML IDEA XML File -- Filing Summary XML 190K 113: EXCEL IDEA Workbook of Financial Reports XLSX 155K 20: EX-101.INS XBRL Instance -- kkr-20180331 XML 5.77M 22: EX-101.CAL XBRL Calculations -- kkr-20180331_cal XML 286K 23: EX-101.DEF XBRL Definitions -- kkr-20180331_def XML 1.14M 24: EX-101.LAB XBRL Labels -- kkr-20180331_lab XML 2.32M 25: EX-101.PRE XBRL Presentations -- kkr-20180331_pre XML 1.47M 21: EX-101.SCH XBRL Schema -- kkr-20180331 XSD 310K 115: ZIP XBRL Zipped Folder -- 0001404912-18-000009-xbrl Zip 438K

Amendment to Tax Receivable Agreement

Amendment, dated as of May 3, 2018 and effective as of the Effective Time (as defined below) (this “Amendment”) among KKR Holdings L.P., a Cayman limited partnership (“KKR Holdings”), KKR Management Holdings Corp., a Delaware corporation, KKR & Co. L.P., a Delaware limited partnership (“Parent”), KKR Management Holdings L.P., a Delaware limited partnership, and KKR Group Holdings Corp., a Delaware corporation (collectively, the “Parties”), to the Agreement (as defined below).

W I T N E S S E T H

WHEREAS, the Parties heretofore executed and delivered a Tax Receivable Agreement, dated as of July 14, 2010 (the “Agreement”); and

WHEREAS, in connection with an internal reorganization involving the conversion of Parent into a Delaware corporation and the dissolution of KKR Group Holdings L.P. and KKR Group Limited, and the succession thereto by KKR Group Holdings Corp., the Parties and KKR Group Holdings Corp. desire to make related amendments to the Agreement.

Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

Amendment to Section 1.01 of the Agreement.

(a)

The definition of “Change of Control” is hereby amended and restated in its entirety as follows:

“Change of Control” means the occurrence of any Person, other than KKR Management LLC or a Person approved by KKR Management LLC, becoming the Class B Stockholder.

(b)

The following definitions are hereby added in proper alphabetical order:

“Class A Common Stock” means shares of Class A Common Stock, par value $0.01 per share, of Parent.

“Class B Stockholder” means KKR Management LLC, a Delaware limited liability company, and any successor or transferee that becomes the beneficial owner of the Class B Common Stock, par value $0.01 per share, of Parent.

(c)

The definition of “Exchange Agreement” is hereby amended and restated in its entirety as follows:

“Exchange Agreement” means the Second Amended and Restated Exchange Agreement, dated as of the date hereof and effective as of the Effective Time, among Parent, the Group Partnerships, KKR Holdings, KKR Group Holdings L.P., KKR Subsidiary Partnership L.P. and KKR Group Limited, as it may be amended, supplement or restated from time to time.

(d)

The definitions of “Common Units” and “Managing Partner” are hereby deleted.

(e)

Reference to “the board of directors of the Managing Partner” in the definition of “Market Value” is hereby amended and replaced by reference to “the Board of Directors of Parent”.

(f)

The definition of “Parent” is hereby amended and restated in its entirety as follows:

“Parent” means KKR & Co. Inc., and any successor thereto.

Amendment to Section 3.01(b) of the Agreement.

(a)

Section 3.01(b) is hereby amended by adding the following after the last sentence thereof: “In addition, with respect to any Exchange that occurs on or after the Effective Time and within the five (5) year period ending on the fifth anniversary of the Effective Time, other than Exchanges of Group Partnership Interests following the death of an individual that held a direct or indirect interest (or whose affiliated estate planning vehicles held a direct or indirect interest) in such Group Partnership Interests, all Net Tax Benefits attributable to such Exchange and all Tax Benefit Payments payable with respect to such Exchange shall be calculated using a U.S. federal corporate income tax rate equal to the lower of (x) 21.0%, but only if the maximum U.S. federal corporate income tax rate is increased to a rate higher than 21.0% with effectiveness within the five (5) year period ending on the fifth anniversary of the Effective Time, and (y) the actual U.S. federal corporate income tax rate applicable to the Corporate Holdco for the relevant tax periods.”

Amendment to Section 7.01 of the Agreement.

(a)

Reference to “KKR & Co. L.P.” is hereby amended and replaced by reference to “KKR & Co. Inc.”.

Amendment to Section 7.06(a)(i) of the Agreement.

(a)

Section 7.06(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:

“(i) that, to the extent Group Partnership Units are effectively transferred in accordance with the terms of the Group Partnership Agreements or any other agreement the applicable Holdings Limited Partner may have entered into with the Parent, a KKR Holdings Affiliate, the Corporate Holdco and/or either of the Group Partnerships, the transferring Limited Partner or KKR Holdings shall assign to the transferee of such Group Partnership Units the transferring Limited Partner’s or KKR Holdings’ rights under this Agreement with respect to such transferred Group Partnership Units and”

Amendment to Section 7.11 of the Agreement.

(a)

Reference to “The Parent Group Partnership” is hereby amended and replaced by reference to “Parent”.

(b)

Section 7.11(b) of the Agreement is hereby amended by adding the following after the last sentence thereof: “The determination of the amount of Tax Benefit Payments that a Corporate Holdco would have been required to make had it been treated as a Corporate Holdco on the date of a prior Exchange under this Section 7.11(b) shall be made taking into account whether the applicable Group Partnership had an election in effect under Section 754 of the Code (a “Section 754 election”) for the taxable year in which the prior Exchange occurred; provided that, for this purpose, if the applicable Group Partnership makes a Section 754 election in connection with the applicable entity becoming a Corporate Holdco as described in this Section 7.11(b), such Group Partnership shall be deemed not to have a Section 754 election in effect until after the date on which the applicable entity becomes a Corporate Holdco.”

Effective Time. This Amendment shall be effective, and the provisions hereof shall become operative, at 12:01 a.m. on July 1, 2018 (the “Effective Time”) and no party shall be required to commence performance hereunder until the Effective Time.

Miscellaneous. Sections 7.01 through 7.08, 7.13, 7.15 and 7.18 of the Agreement shall apply to this Amendment, mutatis mutandis. No amendment to the Agreement shall be required to the extent any entity becomes a successor of any of the parties thereto.

[Signature pages follow]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the undersigned as of the date first above written.

	KKR HOLDINGS L.P.

	By: KKR Holdings GP Limited, its general partner

	By:	/s/ *David J. Sorkin*
		Name: David J. Sorkin
		Title: Director

	KKR MANAGEMENT HOLDINGS CORP.

	By:	/s/ *William J. Janetschek*
		Name: William J. Janetschek
		Title: Chief Financial Officer

	KKR & CO. L.P.

	By: KKR Management LLC, its general partner

	By:	/s/ *William J. Janetschek*
		Name: William J. Janetschek
		Title: Chief Financial Officer

	KKR MANAGEMENT HOLDINGS L.P.

	By: KKR Management Holdings Corp., its general partner

	By:	/s/ *William J. Janetschek*
		Name: William J. Janetschek
		Title: Chief Financial Officer

	KKR GROUP HOLDINGS CORP.

	By:	/s/ *William J. Janetschek*
		Name: William J. Janetschek
		Title: Chief Financial Officer

[Signature Page to Amendment to Tax Receivable Agreement]

This ‘10-Q’ Filing

Date

Other Filings

7/1/18

8-K

Filed on:

5/8/18

5/3/18

8-K

For Period end:

3/31/18

7/14/10

3, 8-A12B, 8-K, CERTNYS

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 3/23/21 KKR & Co. Inc. S-3ASR 3/23/21 8:1.4M Broadridge Fin’l So… Inc 2/19/21 KKR & Co. Inc. 10-K 12/31/20 122:26M 2/02/21 KKR & Co. Inc. 424B7 1:407K Broadridge Fin’l So… Inc 8/10/20 KKR & Co. Inc. POSASR 8/10/20 3:564K Broadridge Fin’l So… Inc

KKR & Co. Inc. – ‘10-Q’ for 3/31/18 – ‘EX-10.1’

On: Tuesday, 5/8/18, at 4:39pm ET · For: 3/31/18 · Accession #: 1404912-18-9 · File #: 1-34820

Previous ‘10-Q’: ‘10-Q’ on 11/3/17 for 9/30/17 · Next: ‘10-Q’ on 8/3/18 for 6/30/18 · Latest: ‘10-Q’ on 5/9/24 for 3/31/24 · 7 References:

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-10.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

7 Subsequent Filings that Reference this Filing

KKR & Co. Inc. – ‘10-Q’ for 3/31/18 – ‘EX-10.1’

On: Tuesday, 5/8/18, at 4:39pm ET · For: 3/31/18 · Accession #: 1404912-18-9 · File #: 1-34820

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

7 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents