- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
January 12 2010 - 12:16PM
Edgar (US Regulatory)
KKR Financial Holdings LLC
Pricing Term Sheet
Pricing
Term Sheet
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Filed pursuant to Rule 433
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dated
January 12, 2010
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Registration No. 333-143451
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Supplementing the Preliminary
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Prospectus Supplement
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dated January 11, 2010
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(To Prospectus dated March 3, 2009)
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KKR
FINANCIAL HOLDINGS LLC
7.50% Senior
Convertible Notes due January 15, 2017 (the Notes)
This
communication should be read in conjunction with the registration statement
dated March 3, 2009, the accompanying prospectus and the preliminary
prospectus supplement dated January 11, 2010. The information in this
communication amends and supersedes the information in the preliminary
prospectus supplement and the accompanying prospectus to the extent
inconsistent with the information in the preliminary prospectus supplement and
the accompanying prospectus.
Issuer:
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KKR Financial Holdings
LLC (NYSE: KFN)
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Size:
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$150,000,000 or $172,500,000
if the Underwriters exercise in full their over-allotment option
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Maturity:
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January 15, 2017,
unless earlier redeemed, repurchased or converted
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Interest:
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7.50%
per annum, accruing from the settlement date
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Interest Payment Dates:
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Each January 15
and July 15, commencing July 15, 2010
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Closing Price of Common
Stock:
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$6.68 per share on
January 11, 2010
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Conversion Premium:
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Approximately 22.5%
over the closing price on January 11, 2010
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Initial Conversion
Price:
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Approximately $8.18 per
share of common stock
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Initial Conversion
Rate:
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122.2046 shares of
common stock per $1,000 principal amount of notes
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Pricing Date:
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January 12, 2010
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Settlement Date:
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January 15, 2010
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Price to Public:
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$1,000 per $1,000
principal amount of notes
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Underwriting Discount:
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3.00%
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Net Proceeds to Issuer
(before expenses):
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$145,500,000 (or $167,325,000 if
the over-allotment option is exercised in full)
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CUSIP:
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48248A AD0
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ISIN:
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US48248AAD00
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Underwriters:
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BofA Merrill Lynch,
Citi, J.P. Morgan Securities Inc.
are joint book-running managers.
KKR Capital Markets LLC is co-manager.
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Adjustment to
Conversion Rate upon a Make-Whole Fundamental
Change, an Exercise of Our Right to Redeem the Notes or an Exercise of Our
Right to Terminate Holders Conversion Rights.
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The
following table sets forth the share price and effective date which will
determine the number of additional shares to be added to the conversion rate
per $1,000 principal amount of notes upon any conversion of notes in
connection with a make-whole fundamental change, an exercise of our right to
redeem the notes or an exercise of our right to terminate holders conversion
rights:
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Effective Date
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$6.68
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$7.00
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$8.00
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$9.00
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$10.00
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$12.50
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$15.00
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$17.50
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$20.00
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$22.50
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$25.00
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$50.00
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January 15, 2010
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27.4960
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25.9061
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20.5505
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16.7825
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14.0184
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9.5812
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6.9799
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5.3149
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4.1648
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3.3142
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2.6618
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1.1865
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January 15, 2011
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27.4960
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26.1654
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20.5824
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16.7086
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13.9044
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9.4862
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6.9496
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5.3092
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4.1598
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3.3098
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2.6578
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1.1865
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January 15, 2012
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27.4960
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26.0881
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20.2254
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16.2300
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13.4010
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9.0588
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6.6457
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5.1144
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4.0503
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3.2642
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2.6554
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1.1865
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January 15, 2013
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27.4960
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25.6010
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19.3704
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15.2381
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12.3901
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8.2037
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5.9957
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4.6382
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3.7088
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3.0250
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2.4971
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1.1358
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January 15, 2014
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27.4960
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24.6177
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17.8668
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13.5533
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10.7013
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6.7880
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4.8989
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3.7977
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3.0619
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2.5241
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2.1080
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0.9721
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January 15, 2015
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27.4960
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23.1327
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15.5534
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10.9734
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8.1455
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4.7146
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3.3206
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2.5832
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2.1060
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1.7574
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1.4858
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0.6949
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January 15, 2016
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27.4960
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20.8744
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11.6792
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6.6680
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4.0270
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1.7172
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1.1670
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0.9299
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0.7721
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0.6518
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0.5556
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0.2623
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January 15, 2017
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27.4960
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20.6525
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2.7954
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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The exact share price and
effective date may not be set forth in the table above, in which case:
·
if the share price is between two share
price amounts in the table or the effective date is between two dates in the
table, the additional shares will be determined by straight-line interpolation
between the number of additional shares set forth for the higher and lower
share price amounts and the two dates, as applicable, based on a 365-day year;
·
if the share price is equal to or in
excess of $50.00 per common share (subject to adjustment), no additional shares
will be issued upon conversion; and
·
if the share price is less than $6.68 per
common share (subject to adjustment), no additional shares will be issued upon
conversion.
Notwithstanding the
foregoing, in no event will the total number of our common shares issuable upon
conversion exceed 149.7006 per $1,000 principal amount of notes, subject
to adjustment in the same manner as the conversion rate is subject to
adjustment as set forth under Description of Notes Conversion Rate
Adjustments in the preliminary prospectus supplement.
The Issuer has filed a registration statement
(including a prospectus ) with the Securities and Exchange Commission for the
offering to which this communication relates and a preliminary prospectus
supplement relating to the offering. Before you invest, you should read the
prospectus in that registration statement, the preliminary prospectus
supplement and other documents the Issuer has filed with the Securities and
Exchange Commission for more complete information about the Issuer and this
offering. You may get these documents for free by visiting EDGAR on the
Securities and Exchange Commission Web site at www.sec.gov. Alternatively, any
underwriter or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling
Citi
toll free at 1-877-858-5407,
J.P. Morgan Securities Inc.
toll
free at 1-
866-803-9204
or BofA
Merrill
Lynch
toll free
at 1-866-500-5408
.
ANY DISCLAIMERS OR OTHER
NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER
EMAIL SYSTEM.
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