On July 7, 2020, Magnolia Parent LLC (“Parent”), an indirect subsidiary of KKR & Co. Inc. (“KKR”), Magnolia Merger Sub Limited, a
direct subsidiary of Parent (“Merger Sub” and, together with Parent, the “KKR Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Atlantic Financial Group Limited (“Global Atlantic”), Global Atlantic Financial
Life Limited, a direct subsidiary of Global Atlantic (“Life”) (which is owned by Global Atlantic and LAMC LP), LAMC LP, and Goldman Sachs & Co. LLC, solely in its capacity as the Equity Representative.
Pursuant to the Merger Agreement, at the closing (the “Closing”), Merger Sub will merge with and into Global Atlantic (the “GA Merger”),
with Global Atlantic continuing as the surviving entity and a direct wholly-owned subsidiary of Parent. Immediately following the Merger, Life will merge with and into Global Atlantic (the “Life Merger” and, together with the GA Merger, the
“Mergers”), with Global Atlantic continuing as the surviving entity and a direct wholly-owned subsidiary of Parent. The outstanding debt securities of Global Atlantic’s subsidiaries will remain outstanding obligations of solely such entities and will
not be assumed or guaranteed by KKR.
Pursuant to the Merger Agreement, following the Closing, Parent will pay shareholders of Global Atlantic and Life an aggregate amount
equal to 1.0x GAAP Shareholders’ Equity of Global Atlantic, excluding Accumulated Other Comprehensive Income as of the date of closing, subject to an equity roll-over for certain existing shareholders who elect to participate in the roll-over. The
aggregate merger consideration will be allocated among each of Global Atlantic’s and Life’s outstanding ordinary shares, incentive shares and equity awards in accordance with their terms. Under the terms of the Merger Agreement and in accordance with
the applicable plan documentation, unvested Global Atlantic restricted share awards will convert into the right to receive a number of Parent restricted units having the same value as the Global Atlantic restricted share award immediately prior to
the Closing.
Global Atlantic has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants
to (i) conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the Closing and (ii) not to engage in certain types of actions during this period unless agreed to in writing by Parent.
Pursuant to the Merger Agreement, the consummation of the Merger is subject to the satisfaction or waiver of certain customary closing
conditions, including, among others: (i) obtaining the approval of a majority of the outstanding shares of Global Atlantic, (ii) obtaining requisite regulatory approvals, including the approvals of the Massachusetts Division of Insurance, the Iowa
Insurance Division, the Indiana Department of Insurance, the Bermuda Monetary Authority, and other regulatory authorities, (iii) expiration or earlier termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and (iv) the absence of any judgment, injunction, order or decree prohibiting or enjoining the completion of the Merger. In addition, the obligation of the parties to complete the Merger is subject to certain other customary
conditions, including (a) subject to the standards set forth in the Merger Agreement, the accuracy of the representations and warranties of the other party and (b) compliance of the other party with its covenants in all material respects.
The Merger Agreement also contains certain customary provisions giving each of the KKR Parties and Global Atlantic rights to terminate
the Merger Agreement under certain circumstances.
In connection with the Merger Agreement, certain shareholders of Global Atlantic representing at least 40% of the issued and outstanding shares of Global
Atlantic have agreed to vote in favor of the Merger at any meeting of the shareholders of Global Atlantic called to seek the adoption of the Merger Agreement and against any competing transaction.
In connection with the Merger Agreement, KKR Group Partnership L.P., an indirect subsidiary of KKR, has committed to provide the requisite equity
financing to Parent to consummate the Mergers and has guaranteed
Parent’s obligations to pay, up to a cap, any potential damages awards to Global Atlantic under the Merger Agreement, in each case, subject to certain terms and conditions.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and
qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated by reference herein.
The Merger Agreement has been included as an exhibit hereto solely to provide investors and security holders with information regarding
its terms. It is not intended to be a source of financial, business or operational information about KKR, Global Atlantic or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement
are made only for purposes of the Merger Agreement and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of
the Merger Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties rather than establishing matters as facts; and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the
actual state of facts or condition of KKR, Global Atlantic or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in public disclosures.