KKR-B KKR and Company Inc

On April 26, 2022, KKR Group Finance Co. XI LLC (the “Issuer”), an indirect subsidiary of KKR & Co. Inc. (the “Corporation”), completed the offering of (i) ¥36,400,000,000 aggregate principal amount of its 1.054% Senior Notes due 2027 (the “2027 Notes”), (ii) ¥4,900,000,000 aggregate principal amount of its 1.244% Senior Notes due 2029 (the “2029 Notes”), (iii) ¥6,200,000,000 aggregate principal amount of its 1.437% Senior Notes due 2032 (the “2032 Notes”), (iv) ¥7,500,000,000 aggregate principal amount of its 1.553% Senior Notes due 2034 (the “2034 Notes”) and (v) ¥5,500,000,000 aggregate principal amount of its 1.795% Senior Notes due 2037 (the “2037 Notes” and, together with the 2027 Notes, the 2029 Notes, the 2032 Notes and the 2034 Notes, the “Notes”).  The Notes are guaranteed by the Corporation and KKR Group Partnership L.P., an indirect subsidiary of the Corporation (together with the Corporation, the “Guarantors”).  The Notes were issued pursuant to an indenture (the “Base Indenture”) dated April 26, 2022, as supplemented by a first supplemental indenture, dated April 26, 2022 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

The 2027 Notes bear interest at a rate of 1.054% per annum and will mature on April 26, 2027 unless earlier redeemed. The 2029 Notes bear interest at a rate of 1.244% per annum and will mature on April 26, 2029 unless earlier redeemed. The 2032 Notes bear interest at a rate of 1.437% per annum and will mature on April 26, 2032 unless earlier redeemed. The 2034 Notes bear interest at a rate of 1.553% per annum and will mature on April 26, 2034 unless earlier redeemed. The 2037 Notes bear interest at a rate of 1.795% per annum and will mature on April 24, 2037 unless earlier redeemed. Interest on the Notes accrues from April 26, 2022 and is payable semi-annually in arrears on April 26 and October 26 of each year, commencing on October 26, 2022 and ending on the applicable maturity date. The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors.

The Indenture includes covenants, including limitations on the Issuer’s and the Guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or convey all or substantially all of their assets. The Indenture also provides for events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically become due and payable. The Issuer may redeem the Notes at its option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with interest accrued and unpaid to, but excluding, the date fixed for redemption, at any time, in the event of certain changes affecting taxation as provided in the Indenture. If a change of control repurchase event occurs, the Notes are subject to repurchase by the Issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase. 

The preceding is a summary of the terms of the Base Indenture, the First Supplemental Indenture and the forms of the Notes, and is qualified in its entirety by reference to the Base Indenture filed as Exhibit 4.1 to this report, the First Supplemental Indenture filed as Exhibit 4.2 to this report, and the forms of the Notes filed as Exhibits 4.3, 4.4, 4.5, 4.6 and 4.7 to this report and incorporated herein by reference as though they were fully set forth herein.