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This
Amendment No. 1 supplements and amends the statement on Schedule 13D filed on
March 9, 2010 by KKR KFC Investments LLC (the “Reporting Person”) relating to
common shares, no par value (the “Common Shares”), of KKR Financial Holdings
LLC, a Delaware limited liability company (the “Issuer”), having its
principal executive offices at 555 California Street, 50th Floor, San
Francisco, CA 94104. Each Item below
amends and supplements the information disclosed under the corresponding Item
of the Schedule 13D. Unless otherwise
indicated herein, capitalized terms used but not defined in this Amendment
No. 1 shall have the same meaning herein as are ascribed to such terms in the
Schedule 13D.
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Paragraphs
(a), (b), (c) and (e) of Item 5 are hereby deleted in their
entirety and replaced with the following:
All
ownership percentages set forth herein assume that there are 158,359,757
Common Shares outstanding as of July 29, 2010, which figure is based on
information set forth in the Issuer’s Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2010 and filed with the Securities and
Exchange Commission on August 4, 2010.
(a) and
(b) (i) As of the date hereof, the Reporting Person may be deemed
to beneficially own 2,879,812 Common Shares, which excludes 994,973 Common
Shares issuable upon the exercise of options.
As further described in Item 6 of the Schedule 13D, the options are
only exercisable upon the registration by the Issuer of the Common Shares
issuable upon the exercise of such options.
The 2,879,812 Common Shares that the Reporting Person may be deemed to
beneficially own would, as of July 29, 2010, constitute approximately
1.8% of the Issuer’s outstanding Common Shares. The Reporting Person has sole voting power
and sole dispositive power over any Common Shares that it may be deemed to
beneficially own.
(ii) As
a manager of the Reporting Person, each of the Managers has shared voting
power and shared dispositive power with respect to any Common Shares that the
Reporting Person may be deemed to beneficially own and, as such, each may be
deemed to beneficially own such shares. Each such individual disclaims
beneficial ownership of such Common Shares.
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission that any of the Managers is the
beneficial owner of the Common Shares referred to herein for purposes of
Section 13(d) of the Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
(c) During
the period from March 9, 2010 to June 12, 2010, the Reporting
Person effected sales of, in the aggregate, 1,567,217 Common Shares, which
constituted less than 1% of the Issuer’s outstanding Common Shares, on behalf
of certain KKR Employees. On August 11,
2010, the Reporting Person distributed 8,594,203 Common Shares in the
aggregate to certain KKR Employees on a pro rata basis based on their
respective limited liability company interests in the Reporting Person. Additionally, on August 13, 2010, the
Reporting Person sold 112,635 Common Shares, which represented the pro rata
interest of certain foreign-based KKR Employees. The sales were effected by
broker transactions at an average price per share of $8.43, the proceeds of
which were distributed to such foreign-based KKR Employees on a pro rata
basis based on their limited liability company interests in the Reporting
Person.
(e) As
of August 11, 2010, the Reporting Person ceased to beneficially own of
more than 5% of the Issuer’s outstanding Common Shares. After giving effect to the distribution
described in paragraph (c) of this Item 5, no individual KKR Employee
receiving Common Shares in the distribution beneficially owns more than five
percent of the Issuer’s Common Shares outstanding.
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