KKR Private Equity Investors, the Amsterdam-listed affiliate of U.S. buyout shop KKR, said that it has passed the threshold of unit-holder support for its proposed merger with KKR. The combined company would initially trade in Amsterdam, before transfering to a New York exchange within the next 12 months.
KKR Private Equity Investors, L.P. (Euronext Amsterdam: KPE) today announced that it has received the consent of the holders of the common units of KPE that is required to consummate KPE’s combination with KKR under the terms of the Purchase and Sale Agreement, dated as of July 19, 2009, by and among KPE, KKR and certain affiliated entities.
KPE also announced that all of the conditions precedent to completion of the combination have been satisfied pursuant to the Purchase and Sale Agreement. As a result, the combination is expected to become effective on October 1, 2009, subject to the completion of the restructuring of KKR’s businesses and similar requirements under the Purchase and Sale Agreement that must be performed prior to the effectiveness of the combination, and at such time KPE and KKR’s existing owners will begin to share ratably in the assets, liabilities, profits, losses or distributions of the combined business.
The consent solicitation period is scheduled to expire at 5:30 p.m. (Amsterdam time) on August 14, 2009, and holders of KPE units may continue to deliver consents prior to the expiration time; however, because the condition to the transaction relating to obtaining the consent of KPE unitholders has already been satisfied, any consents that are subsequently delivered will not affect the outcome of the consent solicitation. Additionally, August 4, 2009 was the Revocation Deadline referred to in the consent solicitation document distributed by KPE on July 24, 2009.
Because the Revocation Deadline has occurred, any consents previously submitted in connection with the consent solicitation may no longer be revoked. The consent solicitation document describing the transaction, the consent solicitation (including how unitholders can give their consent) and certain other matters is available at the “Investor Relations” section on KPE’s website at www.kkrprivateequityinvestors.com.
Copies of the consent solicitation document are also available from KPE’s Dutch paying agent, ING Bank N.V., Van Heenvlietlaan 220, 1083 CN Amsterdam, The Netherlands (telephone +(31)-(0)20-7979-397).
KPE 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.
The common units and related restricted depositary units of KPE are subject to a number of ownership and transfer restrictions. Information concerning these ownership and transfer restrictions is included on the Investor Relations section of KPE’s website at www.kkrprivateequityinvestors.com.
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. More information about KKR is available at: www.kkr.com.
No Offering Statement
This release does not constitute an offer of securities for sale in the United States. Securities
may not be offered or sold in the United States absent registration or an exemption from
registration. Any public offering of securities to be made in the United States will be made by
means of a prospectus that may be obtained from KPE and that will contain detailed information
about KPE and management, as well as financial statements.