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Private Equity KKR Consent Solicitation Statement 24-July-2009

Private Equity KKR Consent Solicitation Statement 24-July-2009

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Published by AsiaBuyouts
KKR Private Equity Investors, L.P. Consent Solicitation Statement dated 24-July-2009. This provides the documentation regarding the acquisition of KKR Private Equity Investors, L.P.by KKR & Co. L.P. This document is helpfullearn more about publicly-listed private equity companies. For clarity purposes, this is NOT an offer or any advice/recommendation on securities.


On July 19, 2009, KKR Private Equity Investors, L.P. (‘‘KPE’’) entered into an amended and restated purchase and sale agreement with KKR & Co. L.P. and certain of its affiliates providing for the combination of the asset management business of KKR with the assets and liabilities of KPE as described more fully in this consent solicitation statement (the ‘‘Combination Transaction’’). Upon completion of the Combination Transaction, KPE would hold a 30% interest in the combined business (the ‘‘Combined Business’’) and the existing owners of KKR (as defined herein) would hold a 70% interest in the Combined Business. The Combination Transaction would be consummated subsequent to the completion of the Reorganization Transactions described in this consent solicitation statement.


KKR Private Equity Investors, L.P. (Euronext Amsterdam: KPE) is a Guernsey limited partnership that seeks to create long-term value by participating predominantly in private equity investments identified by Kohlberg Kravis Roberts & Co. (KKR). As of June 30, 2009, KPE’s investment portfolio was substantially comprised of limited partner interests in six KKR private equity funds, co-investments in 13 companies alongside the private equity funds and three negotiated equity investments. KPE is governed by its general partner’s board of directors, which is required to have a majority of independent directors, and makes its investments as the sole limited partner of another Guernsey limited partnership, KKR PEI Investments, L.P.


Established in 1976, KKR is a leading global alternative asset manager. KKR's franchise is sponsoring and managing funds that make investments in private equity, fixed income and other assets in North America, Europe, Asia and the Middle East. Throughout its history, KKR has brought a long-term investment approach, focusing on working in partnership with management teams of its portfolio companies and investing for future competitiveness and growth. KKR has more than $37.5 billion in private equity assets under management and more than $13.3 billion in credit assets under management as of June 30, 2009 through various private and publicly traded funds and separately managed accounts. KKR also carries out capital markets activities through its broker dealer subsidiaries. KKR has offices in New York, Menlo Park, San Francisco, Houston, Washington D.C., London, Paris, Hong Kong, Tokyo, Beijing, Mumbai, Dubai and Sydney.


For an article discussing this document and/or more private equity info, please visit: http://www.asiabuyouts.com


Source: http://www.kkrpei.com/pdfs/ConsentSolicitationStmt.pdf
KKR Private Equity Investors, L.P. Consent Solicitation Statement dated 24-July-2009. This provides the documentation regarding the acquisition of KKR Private Equity Investors, L.P.by KKR & Co. L.P. This document is helpfullearn more about publicly-listed private equity companies. For clarity purposes, this is NOT an offer or any advice/recommendation on securities.


On July 19, 2009, KKR Private Equity Investors, L.P. (‘‘KPE’’) entered into an amended and restated purchase and sale agreement with KKR & Co. L.P. and certain of its affiliates providing for the combination of the asset management business of KKR with the assets and liabilities of KPE as described more fully in this consent solicitation statement (the ‘‘Combination Transaction’’). Upon completion of the Combination Transaction, KPE would hold a 30% interest in the combined business (the ‘‘Combined Business’’) and the existing owners of KKR (as defined herein) would hold a 70% interest in the Combined Business. The Combination Transaction would be consummated subsequent to the completion of the Reorganization Transactions described in this consent solicitation statement.


KKR Private Equity Investors, L.P. (Euronext Amsterdam: KPE) is a Guernsey limited partnership that seeks to create long-term value by participating predominantly in private equity investments identified by Kohlberg Kravis Roberts & Co. (KKR). As of June 30, 2009, KPE’s investment portfolio was substantially comprised of limited partner interests in six KKR private equity funds, co-investments in 13 companies alongside the private equity funds and three negotiated equity investments. KPE is governed by its general partner’s board of directors, which is required to have a majority of independent directors, and makes its investments as the sole limited partner of another Guernsey limited partnership, KKR PEI Investments, L.P.


Established in 1976, KKR is a leading global alternative asset manager. KKR's franchise is sponsoring and managing funds that make investments in private equity, fixed income and other assets in North America, Europe, Asia and the Middle East. Throughout its history, KKR has brought a long-term investment approach, focusing on working in partnership with management teams of its portfolio companies and investing for future competitiveness and growth. KKR has more than $37.5 billion in private equity assets under management and more than $13.3 billion in credit assets under management as of June 30, 2009 through various private and publicly traded funds and separately managed accounts. KKR also carries out capital markets activities through its broker dealer subsidiaries. KKR has offices in New York, Menlo Park, San Francisco, Houston, Washington D.C., London, Paris, Hong Kong, Tokyo, Beijing, Mumbai, Dubai and Sydney.


For an article discussing this document and/or more private equity info, please visit: http://www.asiabuyouts.com


Source: http://www.kkrpei.com/pdfs/ConsentSolicitationStmt.pdf

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Published by: AsiaBuyouts on Jul 27, 2009
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05/11/2014

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22JUL200905111057
July 24, 2009Dear Unitholder:On July 19, 2009, KKR Private Equity Investors, L.P. (‘‘KPE’’) entered into an amended andrestated purchase and sale agreement with KKR & Co. L.P. and certain of its affiliates providing forthe combination of the asset management business of KKR with the assets and liabilities of KPE asdescribed more fully in this consent solicitation statement (the ‘‘Combination Transaction’’). Uponcompletion of the Combination Transaction, KPE would hold a 30% interest in the combined business(the ‘‘Combined Business’’) and the existing owners of KKR (as defined herein) would hold a 70%interest in the Combined Business. The Combination Transaction would be consummated subsequent tothe completion of the Reorganization Transactions described in this consent solicitation statement. TheReorganization Transactions and the Combination Transaction are referred collectively to as the‘‘Transactions’’.There is no applicable legal, regulatory or other requirement that requires the consent of theholders of KPE units to consummate the Transactions. Nevertheless, based on the extraordinary natureof the Transactions, KKR and KPE have agreed that the consummation of the CombinationTransaction is conditioned upon, among other things, the consent of KPE unitholders representing atleast a majority of the KPE units for which a properly submitted consent form is submitted (excludingKPE units whose consent rights are controlled by KKR or its affiliates). The record date fordetermining holders of KPE units entitled to receive notice of, and consent to, the consummation of the Combination Transaction is the close of business on July 23, 2009.If the consent of a majority of the unitholders as described above is obtained and the otherconditions precedent to the Combination Transaction are satisfied or waived, the closing conditions willbe considered irrevocably satisfied and the effective date of the Combination Transaction will be thefirst day following the end of the quarter during which the conditions are satisfied or waived. If theconditions to closing the Combination Transaction are satisfied or waived on or prior to September 30,2009, then October 1, 2009 would be the date that KPE and KKR’s existing owners would begin toshare ratably in the assets, liabilities, profits, losses and distributions, if any, of the Combined Businessand that reporting as a combined company would begin.
The independent directors of the board of directors of KPE’s general partner have unanimouslyrecommended to the board of directors that the board of directors approve the CombinationTransaction. Taking into account this recommendation, the board of directors unanimouslyrecommends that the holders of KPE units consent to the consummation of the CombinationTransaction. Certain KPE unitholders have agreed to deliver consents to consummate the CombinationTransaction. See ‘‘The Combination Transaction’’ and ‘‘The Consent Solicitation’’.
KPE units are currently admitted to listing and trading on Euronext Amsterdam by NYSEEuronext, the regulated market of Euronext Amsterdam N.V., or Euronext Amsterdam, under thesymbol ‘‘KPE’’. KPE units will continue to be listed and trade on Euronext Amsterdam immediatelyfollowing the Combination Transaction and will continue to be subject to applicable restrictions onownership and transfer.
 
Following the consummation of the Combination Transaction, KPE and KKR will have the right torequire that the other use its reasonable best efforts to cause interests in the Combined Business to belisted and traded on the New York Stock Exchange or The NASDAQ Stock Market at a future date. If such listing occurs, KPE would make an in-kind distribution of such interests to KPE unitholders,subject to applicable laws, rules and regulations, KPE units would cease to trade on Euronext Amsterdam and KPE would subsequently be dissolved and delisted from Euronext Amsterdam.Through the attached consent solicitation statement, the general partner of KPE is soliciting yourconsent to consummate the Combination Transaction.In considering the Combination Transaction, youshould carefully consider the matters described in the attached consent solicitation statement, includingthe matters described under the section of the consent solicitation statement entitled ‘‘Risk Factors’’beginning on page 21.
The consent solicitation period will expire at 5:30 p.m. (Amsterdam time), on August 14, 2009,unless extended. Please complete and submit your consent as promptly as possible. Since thedetermination of whether the required KPE unitholder consent is obtained is based only on the KPEunits for which a properly submitted consent form is submitted, your failure to submit a consent form will not affect the outcome of this consent solicitation.If you hold restricted depositary units of KPE, please complete, date, sign and return, as promptlyas possible, the consent form in the reply envelope or submit your consent by telephone or Internet.
Very truly yours,Henry R. Kravis and George R. RobertsCo-Chairmen of the Board of DirectorsKKR Guernsey GP LimitedThe General Partner of KKR Private EquityInvestors, L.P.This consent solicitation statement is dated July 24, 2009, and is being distributed to holders of KPE units on or about July 24, 2009.
 
Table of Contents
Page
Questions and Answers About the Combination Transaction and the Consent Solicitation......1Summary................................................................7Risk Factors..............................................................21Distribution Policy.........................................................57The Combination Transaction.................................................59The Consent Solicitation.....................................................90ProposalApproval of the Combination Transaction.................................93Organizational Structure.....................................................94KKR Private Equity Investors, L.P..............................................100Preliminary Unaudited Pro Forma Segment Information..............................103KKRs Selected Historical Financial and Other Data.................................120KKR Management’s Discussion and Analysis of Financial Condition and Results of Operations..121KKRS Business...........................................................172Governance..............................................................198Conflicts of Interest and Fiduciary Responsibilities..................................211Description of KKR Group Holdings L.P. Limited Partnership Agreement.................213U.S. Listing..............................................................219Material U.S. Federal Tax Considerations.........................................232Independent Auditors.......................................................245Index to Financial Statements.................................................F-1 Appendix AAmended and Restated Purchase Agreement............................A-1 Appendix BForm of Investment Agreement......................................B-1 Appendix COpinion of Citigroup Global Markets Limited...........................C-1 Appendix D—Opinion of Lazard Fr`eres & Co. LLC.................................D-1You should rely only on the information contained in the consent solicitation materials. NeitherKKR nor KPE has authorized anyone to provide you with additional or different information. Theinformation in the consent solicitation materials is accurate only as of the date of this consentsolicitation statement, regardless of the time of delivery of this consent solicitation statement.This consent solicitation statement has been prepared using a number of conventions, which youshould consider when reading the information contained herein. Prior to the completion of theCombination Transaction, KKR will complete a series of transactions, which are referred to as theReorganization Transactions, pursuant to which KKR’s business will be reorganized into a holdingcompany structure. The Reorganization Transactions will be completed only after unitholdersrepresenting at least a majority of the KPE units for which a properly submitted consent form issubmitted (excluding KPE units whose consent rights are controlled by KKR or its affiliates) consent tothe Combination Transaction. The Combination Transaction and the Reorganization Transactions arereferred collectively to as the ‘‘Transactions’’.Unless the context suggests otherwise, references in this consent solicitation statement to ‘‘KKR’’refer: (1) prior to the Reorganization Transactions, to the KKR Group, which comprises certainconsolidated and combined entities under the common control of KKR’s senior principals, and underthe common ownership of KKR’s principals and certain other individuals who have been involved inKKR’s business, who are referred to collectively as KKR’s ‘‘existing owners’’; and (2) after theReorganization Transactions, to Group Holdings and its subsidiaries, which will continue to be underthe common control of KKR’s senior principals and exclude certain interests that will be retained byi

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