Exhibit 4.1
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
GENERAL
The following description summarizes the most important terms of our securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, which
consists of the following securities:
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Common stock of KKR & Co. Inc.;
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6.25% Series D Mandatory Convertible Preferred Stock of KKR & Co. Inc. (the “Series D Mandatory Convertible Preferred Stock”);
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4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC (the “2061 Subordinated Notes”); and
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6.875% Subordinated Notes due 2065 of KKR & Co. Inc. (the “2065 Subordinated Notes”).
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The following summaries generally describe the material terms and provisions of these securities as of the date of the Annual Report on Form 10-K to which this Exhibit 4.1 is a
part (the “Annual Report”). These summaries do not purport to be complete and are subject to, and are qualified in their entirety by express reference to, (i) in the case of our capital stock, the provisions of our amended and restated
certificate of incorporation (including the Certificate of Designations of Series D Mandatory Convertible Preferred Stock) (collectively, the “certificate of incorporation”) and our amended and restated bylaws (“bylaws”), which are filed as
exhibits to the Annual Report, respectively, (ii) in the case of the 2061 Subordinated Notes, the indenture dated as of March 31, 2021 (as supplemented, the “2061 Indenture”), by and among KKR Group Finance Co. IX LLC ( “Group Finance IX”), an
indirect subsidiary of KKR & Co. Inc., the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee, and the form of 2061 Subordinated Note, each of which is filed as an exhibit to the Annual Report, and
(iii) in the case of the 2065 Subordinated Notes, the indenture dated as of May 28, 2025 (as supplemented, the “2065 Indenture”), by and among KKR & Co. Inc., KKR Group Partnership L.P. (“KKR Group Partnership”) and The Bank of New York
Mellon Trust Company, N.A., as trustee, and the form of 2065 Subordinated Note, each of which is filed as an exhibit to the Annual Report.
Our common stock, Series D Mandatory Convertible Preferred Stock, 2061 Subordinated Notes and 2065 Subordinated Notes are listed on the New York Stock Exchange under the ticker
symbols “KKR,” “KKR PR D,” “KKRS” and “KKRT” respectively.
For a complete description of our securities, you should refer to our certificate of incorporation, our bylaws, the 2061 Indenture, the form of 2061 Subordinated Note, the 2065
Indenture, the form of 2065 Subordinated Note and applicable provisions of the Delaware General Corporation Law (the “DGCL”).
On October 11, 2021, KKR Group Co. Inc. (formerly known as KKR & Co. Inc.) (“Old Pubco”) announced a Reorganization Agreement that provides for, among other things, merger
transactions (the “Mergers”) whereby all holders of common stock in Old Pubco immediately prior to the Mergers and all holders of interests in KKR Holdings L.P., a Delaware limited partnership (“KKR Holdings”), which is an entity through which
certain current and former KKR employees hold interests in KKR, immediately prior to the Mergers, received the same common stock in a new parent company of Old Pubco. Following the Mergers, Old Pubco became a wholly-owned subsidiary of a new
holding company, KKR Aubergine Inc. (“New Pubco”), which replaced Old Pubco as the public company whose common stock is listed on the New York Stock Exchange under the ticker symbol “KKR.” In connection with the Mergers, New Pubco changed its
name to “KKR & Co. Inc.,” and Old Pubco changed its name to “KKR Group Co. Inc.”
As used in this description, (x) (i) as of any time prior to the Mergers, “we,” “us,” “our,” the “Company” and similar terms mean Old Pubco, and (ii) as of any time from and after
the Mergers, “we,” “us,” “our,” the “Company” and similar terms mean New Pubco, in each case, and its successors but not any of its subsidiaries, and (y) “KKR” means the Company and its subsidiaries.
CAPITAL STOCK
Our authorized capital stock consists of 5,000,000,000 shares, all with a par value of $0.01 per share, of which:
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3,500,000,000 are designated as common stock;
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1,500,000,000 are designated as preferred stock, of which (x) 51,750,000 shares are designated as “6.25% Series D Mandatory Convertible Preferred Stock,” and (y) 1 share is designated as “Series I Preferred
Stock” (“Series I Preferred Stock”).
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Common Stock
Economic Rights
Dividends. Subject to preferences that apply to shares of Series D Mandatory Convertible Preferred Stock and any other shares of preferred
stock outstanding at the time on which dividends are payable, the holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then
only at the times and in the amounts that our board of directors may determine.
Liquidation. If we become subject to an event giving rise to our dissolution, liquidation or winding-up, the assets legally available for
distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time ranking on a parity with our common stock with respect to such distribution,
subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of our Series D Mandatory Convertible Preferred Stock, Series I
Preferred Stock and any other outstanding shares of preferred stock.
Voting Rights
Our certificate of incorporation provides for holders of our common stock to have the right to vote on the following matters:
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any increase in the number of authorized shares of Series I Preferred Stock;
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a sale of all or substantially all of our and our subsidiaries’ assets, taken as a whole, in a single transaction or series of related transactions (except (i) for the sole purpose of changing our legal form
into another limited liability entity and where the governing instruments of the new entity provide our stockholders with substantially the same rights and obligations and (ii) mortgages, pledges, hypothecations or grants of a security
interest by the Series I Preferred Stockholder in all or substantially all of our assets (including for the benefit of affiliates of the Series I Preferred Stockholder));
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merger, consolidation or other business combination (except for the sole purpose of changing our legal form into another limited liability entity and where the governing instruments of the new entity provide our
stockholders with substantially the same rights and obligations); and
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any amendment to our certificate of incorporation that would have a material adverse effect on the rights or preferences of our common stock relative to the other classes of our stock.
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In addition, Delaware law would permit holders of our common stock to vote as a separate class on an amendment to our certificate of incorporation that would:
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change the par value of our common stock; or
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alter or change the powers, preferences, or special rights of the common stock in a way that would adversely affect the holders of our common stock.
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Our certificate of incorporation provides that the number of authorized shares of any class of stock, including our common stock, may be increased or decreased (but not below the
number of shares of such class then outstanding) solely with the approval of the holder of the Series I Preferred Stock (the “Series I Preferred Stockholder”) and, in the case of any increase in the number of authorized shares of our Series I
Preferred Stock, the holders of a majority in voting power of the common stock. As a result, the Series I Preferred Stockholder can approve an increase or decrease in the number of authorized shares of common stock without a separate vote of the
holders of the common stock. This could allow us to increase and issue additional shares of common stock beyond what is currently authorized in our certificate of incorporation without the consent of the holders of the common stock.
Except as described below under “Anti-Takeover Provisions-Loss of voting rights,” each record holder of common stock will be entitled to a number of votes equal to the number of
shares of common stock held with respect to any matter on which the common stock is entitled to vote.
No Preemptive or Similar Rights
Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
Limited Call Right
If at any time:
1. less than 10% of the then issued and outstanding shares of any class (other than preferred stock) are held by persons other than the Series I Preferred
Stockholder and its affiliates; or
2. we are subjected to registration under the provisions of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”),
we will have the right, which we may assign in whole or in part to the Series I Preferred Stockholder or any of its affiliates, to acquire all, but not less than all, of the
remaining shares of the class held by unaffiliated persons.
As a result of our right to purchase outstanding shares of common stock, a stockholder may have their shares purchased at an undesirable time or price.
Preferred Stock
Our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number
of shares to be included in each series, and to fix the designation, powers (including voting powers), preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further
vote or action by our stockholders (except as may be required by the terms of any preferred stock then outstanding). Our board of directors may (except where otherwise provided in the applicable preferred stock designation) increase (but not
above the total number of authorized shares of the class) or decrease (but not below the number of shares outstanding) the number of shares of any series of preferred stock, without any further vote or action by our stockholders. Our board of
directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the proportion of voting power held by, or other relative rights of, the holders of our common stock. The issuance of preferred
stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control of our company and might adversely
affect the market price of the common stock or the proportion of voting power held by, or other relative rights of, the holders of the common stock.
As of the date of filing of the Annual Report, there are no series of preferred stock outstanding other than as described herein.
Series D Mandatory Convertible Preferred Stock
In March 2025, we issued 51,750,000 shares of 6.25% Series D Mandatory Convertible Preferred Stock.
Economic rights. Dividends on the Series D Mandatory Convertible Preferred Stock are payable on a cumulative basis when, as and if
declared by our board of directors out of funds legally available, at a rate per annum equal to 6.25% of the $50.00 liquidation preference per share (equivalent to $3.125 per annum per share) and may be paid in cash or, subject to certain
limitations, in shares of Common Stock or a combination of cash and shares of Common Stock. If declared, dividends on the Series D Mandatory Convertible Preferred Stock are payable quarterly on March 1, June 1, September 1 and December 1 of each
year to, and including, March 1, 2028, having commenced on June 1, 2025.
Ranking. Shares of the Series D Mandatory Convertible Preferred Stock rank senior to our common stock and our existing Series I Preferred
Stock and equally with any of our other equity securities, including any other preferred stock, that we may issue in the future, whose terms provide that such securities will rank equally with the Series D Mandatory Convertible Preferred Stock
respect to payment of dividends and distribution of our assets upon our liquidation, dissolution or winding-up (“Series D parity stock”). Holders of the Series D Mandatory Convertible Preferred Stock do not have preemptive or subscription rights.
Shares of the Series D Mandatory Convertible Preferred Stock rank junior to (i) all of our existing and future indebtedness and (ii) any of our equity securities, including
preferred stock, that we may issue in the future, whose terms provide that such securities will rank senior to the Series D Mandatory Convertible Preferred Stock with respect to payment of dividends and distribution of our assets upon our
liquidation, dissolution or winding-up (such equity securities, “Series D senior stock”). We currently have no Series D senior stock outstanding. While any shares of Series D Mandatory Convertible Preferred Stock are outstanding, we may not
authorize or create, or increase the authorized number of, any class or series of Series D senior stock without the approval of two-thirds of the votes entitled to be cast by the holders of outstanding Series D Mandatory Convertible Preferred
Stock and all other series of Series D voting preferred stock (defined below), acting as a single class. See “-Voting rights” below for a discussion of the voting rights applicable if we seek to create, or increase the authorized number of, any
class or series of Series D senior stock.
Conversion rights. Unless converted earlier in accordance with the terms of the Series D Mandatory Convertible Preferred Stock, each share
of Series D Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be March 1, 2028, into between 0.3312 shares and 0.4140 shares of common stock, in each case, subject to customary
anti-dilution adjustments described in the certificate of designations related to the Series D Mandatory Convertible Preferred Stock. The number of shares of common stock issuable upon conversion will be determined based on the average volume
weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to March 1, 2028.
In addition, at any time prior to March 1, 2028, holders of the Series D Mandatory Convertible Preferred Stock have the option to elect to convert their shares of the Series D
Mandatory Convertible Preferred Stock, in whole or in part, into shares of common stock at the minimum conversion rate of 0.3312 shares of common stock per share of Series D Mandatory Convertible Preferred Stock. If holders elect to convert any
shares of the Series D Mandatory Convertible Preferred Stock during a specified period beginning on the effective date of certain fundamental changes (as described in the certificate of designations related to the Series D Mandatory Convertible
Preferred Stock), such shares of Series D Mandatory Convertible Preferred Stock will be converted into shares of common stock at a conversion rate including a make-whole amount based on the present value of future dividend payments.
Voting rights. Except as indicated below, the holders of the Series D Mandatory Convertible Preferred Stock will have no voting rights.
Whenever six or more quarterly dividends (whether or not consecutive) payable on the Series D Mandatory Convertible Preferred Stock have not been declared and paid, the number of
directors on our board of directors will be increased by two and the holders of the Series D Mandatory Convertible Preferred Stock, voting together as a single class with the holders of any series of Series D parity stock then outstanding upon
which like voting rights have been conferred and are exercisable (any such series, the “Series D voting preferred stock”), will have the right to elect these two additional directors at a meeting of the holders of the Series D Mandatory
Convertible Preferred Stock and such Series D voting preferred stock. These voting rights will continue until all accumulated and unpaid dividends on the Series D Mandatory Convertible Preferred Stock have been paid in full, or declared and a sum
or number of shares of the common stock sufficient for such payment shall have been set aside for the benefit of the holders of the Series D Mandatory Convertible Preferred Stock, on the Series D Mandatory Convertible Preferred Stock.
The approval of at least two-thirds of the votes entitled to be cast by the holders of outstanding Series D Mandatory Convertible Preferred Stock and, solely in the case of clause
(i) below, all other series of Series D voting preferred stock, acting as a single class, either at a meeting of stockholders or by written consent, is required in order:
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to amend or alter the provisions of our certificate of incorporation so as to authorize or create, or increase the authorized number of, any class or series of Series D senior stock,
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to amend, alter or repeal any provision of our certificate of incorporation so as to materially and adversely affect the special rights, preferences or voting powers of the Series D Mandatory Convertible
Preferred Stock, or
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to consummate a binding share exchange or reclassification involving the shares of the Series D Mandatory Convertible Preferred Stock or a merger or consolidation of us with another entity, unless in each case:
(i) the shares of the Series D Mandatory Convertible Preferred Stock remain outstanding following the consummation of such binding share exchange, reclassification, merger or consolidation or, in the case of any such merger or
consolidation with respect to which we are not the surviving or resulting entity (or the Series D Mandatory Convertible Preferred Stock is otherwise exchanged or reclassified), are converted or reclassified into or exchanged for
preference securities of the surviving or resulting entity or its ultimate parent; and (ii) the shares of the Series D Mandatory Convertible Preferred Stock that remain outstanding or such shares of preference securities, as the case may
be, have such rights, preferences and voting powers that, taken as a whole, are not materially less favorable to the holders thereof than the rights, preferences and voting powers, taken as a whole, of the Series D Mandatory Convertible
Preferred Stock immediately prior to the consummation of such transaction.
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However, we may create additional series or classes of Series D parity stock and any equity securities that rank junior to our Series D Mandatory Convertible Preferred Stock and
issue additional series of such stock without the consent of any holder of the Series D Mandatory Convertible Preferred Stock.
Amount payable in liquidation. Upon any voluntary or involuntary liquidation, winding-up or dissolution of us, each holder of the Series D
Mandatory Convertible Preferred Stock will be entitled to a payment equal to the sum of the $50.00 liquidation preference per share of Series D Mandatory Convertible Preferred Stock and declared and unpaid dividends, if any, to, but excluding the
date of the liquidation, winding-up or dissolution. Such payment will be made out of our assets available for distribution (to the extent available) to the holders of the Series D Mandatory Convertible Preferred Stock following the satisfaction
of all claims ranking senior to the Series D Mandatory Convertible Preferred Stock.
If, upon the voluntary or involuntary liquidation, winding-up or dissolution of us, the amounts payable with respect to (1) the $50.00 liquidation preference per share of Series D
Mandatory Convertible Preferred and declared and unpaid dividends, if any, to, but excluding the date of the liquidation, winding-up or dissolution on the shares of the Mandatory Convertible Preferred Stock and (2) the liquidation preference of,
and the amount of accumulated and unpaid dividends (to, but excluding, the date fixed for liquidation, winding-up or dissolution) on, any series of Series D parity stock then outstanding, if applicable, are not paid in full, the holders and all
holders of any such series of Series D parity stock then outstanding shall share equally and ratably in any distribution of our assets in proportion to
their respective liquidation preferences and amounts equal to the accumulated and unpaid dividends to which they are entitled.
Series D GP Mirror Units.
In connection with the Series D Mandatory Convertible Preferred Stock, we hold a series of preferred units (the “Series D GP Mirror Units”) issued by KKR Group Partnership, a
subsidiary of the Company, with economic terms designed to mirror those of the Series D Mandatory Convertible Preferred Stock. The terms of the Series D GP Mirror Units provide that unless all accumulated and unpaid distributions have been
declared and paid or declared and set apart for payment on all Series D GP Mirror Units issued by KKR Group Partnership, KKR Group Partnership may not repurchase its common units or any junior units and may not declare or pay or set apart payment
for distributions on its junior units, other than in limited exceptions such as distributions paid in junior units or purchases in connection with any benefit or incentive plan in the ordinary course of business. The terms of the Series D GP
Mirror Units also provide that, in the event that KKR Group Partnership liquidates, dissolves or winds up, KKR Group Partnership may not declare or pay or set apart payment on its common units or any other units ranking junior to the Series D GP
Mirror Units unless the outstanding liquidation preference on all outstanding Series D GP Mirror Units have been repaid via redemption or otherwise. The foregoing is subject to certain exceptions, including, (i) in the case of a merger or
consolidation of KKR Group Partnership in a transaction whereby the surviving person, if not KKR Group Partnership immediately prior to such transaction, expressly assumes all of the obligations under the Series D GP Mirror Units and satisfies
certain other conditions, (ii) in the case of a merger or consolidation of the KKR Group Partnership that does not, or sale, assignment, transfer, lease or conveyance of KKR Group Partnership assets that do not, constitute a Substantially All
Merger or Substantially All Sale (as such terms are defined in the Preferred Mirror Certificate relating to the Series D GP Mirror Units (the “Mirror Unit Certificate”)), (iii) the sale or disposition of KKR Group Partnership should KKR Group
Partnership not constitute a “significant subsidiary” under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) the Series D Mandatory Convertible Preferred Stock have been fully redeemed or have been properly called for redemption and
the redemption price has been set aside for payment, (v) transactions where the assets of KKR Group Partnership being liquidated, dissolved or wound up are immediately contributed to a successor of KKR Group Partnership or any future partnership
designated as a Group Partnership (as such term is defined in the Fourth Amended and Restated Limited Partnership Agreement, dated as of August 6, 2024, of KKR Group Partnership) and (vi) any Permitted Transfer or Permitted Reorganization (as
such terms are defined in the Mirror Unit Certificate).
Series I Preferred Stock
Economic rights. Except for any distribution required by the DGCL to be made upon a dissolution event, the Series I Preferred Stockholder
does not have any rights to receive dividends.
Voting rights. The Series I Preferred Stock is voting and is entitled to one vote per share on any matter that is submitted to a vote of
our stockholders.
Except as otherwise expressly provided by applicable law, only the vote of the Series I Preferred Stockholder, together with the approval of our board of directors, shall be
required in order to amend certain provisions of our certificate of incorporation and none of our other stockholders shall have the right to vote with respect to any such amendments, which include, without limitation:
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(1)
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amendments to provisions relating to approvals of the transfer of the Class B units in KKR Group Partnership, Series I Preferred Stockholder approvals for certain actions and the appointment or removal of the
Chief Executive Officer or Co-Chief Executive Officers;
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(2)
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a change in our name, our registered agent or our registered office;
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(3) |
an amendment that our board of directors determines to be necessary or appropriate to address certain changes in U.S. federal, state and local income tax regulations, legislation or interpretation;
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an amendment that is necessary, in the opinion of our counsel, to prevent us or our indemnitees from having a material risk of being in any manner subjected to the provisions of the Investment Company Act, the
U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently
applied or proposed by the U.S. Department of Labor;
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a change in our fiscal year or taxable year;
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(6) |
an amendment that our board of directors has determined to be necessary or appropriate for the creation, authorization or issuance of any class or series of our capital stock or options, rights, warrants or
appreciation rights relating to our capital stock;
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any amendment expressly permitted in our certificate of incorporation to be made by the Series I Preferred Stockholder acting alone;
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an amendment effected, necessitated or contemplated by an agreement of merger, consolidation or other business combination agreement that has been approved under the terms of our certificate of incorporation;
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(9) |
an amendment effected, necessitated or contemplated by an amendment to the partnership agreement of KKR Group Partnership that requires unitholders of KKR Group Partnership to provide a statement, certification
or other proof of evidence regarding whether such unitholder is subject to U.S. federal income taxation on the income generated by KKR Group Partnership;
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(10) |
any amendment that our board of directors has determined is necessary or appropriate to reflect and account for our formation of, or our investment in, any corporation, partnership, joint venture, limited
liability company or other entity, as otherwise permitted by our certificate of incorporation;
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(11) |
a merger into, or conveyance of all of our assets to, another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger or conveyance other than those
it receives by way of the merger or conveyance consummated solely to effect a mere change in our legal form, the governing instruments of which provide the stockholders with substantially the same rights and obligations as provided by our
certificate of incorporation;
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(12) |
any amendment that our board of directors determines to be necessary or appropriate to cure any ambiguity, omission, mistake, defect or inconsistency; or
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(13) |
any other amendments substantially similar to any of the matters described in (1) through (12) above.
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In addition, except as otherwise provided by applicable law, the Series I Preferred Stockholder, together with the approval of our board of directors, can amend our certificate of
incorporation without the approval of any other stockholder to adopt any amendments that our board of directors has determined:
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do not adversely affect the stockholders considered as a whole (or adversely affect any particular class or series of stock as compared to another class or series) in any material respect;
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are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal, state, local or non-U.S. agency or judicial
authority or contained in any federal, state, local or non-U.S. statute (including the DGCL);
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(3) |
are necessary or appropriate to facilitate the trading of our stock or to comply with any rule, regulation, guideline or requirement of any securities exchange on which our stock are or will be listed for
trading;
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(4) |
are necessary or appropriate for any action taken by us relating to splits or combinations of shares of our capital stock under the provisions of our certificate of incorporation; or
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are required to effect the intent of or are otherwise contemplated by our certificate of incorporation.
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Actions requiring Series I Preferred Stockholder approval. Certain actions require the prior approval of the Series I Preferred
Stockholder, including, without limitation:
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(1) |
entry into a debt financing arrangement in an amount in excess of 10% of our then existing long-term indebtedness (other than with respect to intercompany debt financing arrangements);
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(2) |
issuances of securities that would (i) represent at least 5% of any class of equity securities or (ii) have designations, preferences, rights priorities or powers that are more favorable than the common stock;
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(3) |
adoption of a shareholder rights plan;
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(4) |
amendment of our certificate of incorporation, certain provisions of our bylaws relating to our board of directors and officers, quorum, adjournment and the conduct of stockholder meetings, and provisions
related to stock certificates, registrations of transfers and maintenance of books and records of the Company and the operating agreement of KKR Group Partnership;
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(5) |
the appointment or removal of our Chief Executive Officer or a Co-Chief Executive Officer;
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(6) |
merger, sale or other dispositions of all or substantially all of the assets, taken as a whole, of us and our subsidiaries, and the liquidation or dissolution of us or KKR Group Partnership; and
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(7) |
the withdrawal, removal or substitution of any person as the general partner of KKR Group Partnership or the transfer of beneficial ownership of all or any part of a general partner interest in KKR Group
Partnership to any person other than a wholly-owned subsidiary.
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Amount payable in liquidation. Upon any voluntary or involuntary liquidation, dissolution or winding-up of us, each holder of the Series I
Preferred Stock will be entitled to a payment equal to $0.01 per share of Series I Preferred Stock.
Transferability. The Series I Preferred Stockholder may transfer all or any part of the Series I Preferred Stock held by it with the
written approval of our board of directors and a majority of the controlling interest of the Series I Preferred Stockholder without first obtaining approval of any other stockholder so long as the transferee assumes the rights and duties of the
Series I Preferred Stockholder under our certificate of incorporation, agrees to be bound by the provisions of our certificate of incorporation and furnishes an opinion of counsel regarding limited liability matters. The foregoing limitations do
not preclude the members of the Series I Preferred Stockholder from selling or transferring all or part of their limited liability company interests in the Series I Preferred Stockholder at any time.
Conflicts of Interest
Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers,
directors or stockholders. Our certificate of incorporation, to the maximum extent permitted from time to time by Delaware law, renounces any interest or expectancy that we have in any business ventures of the Series I Preferred Stockholder and
its affiliates and any member, partner, Tax Matters Partner (as defined in U.S. Internal Revenue Code of 1986, as amended (the “Code”), in effect prior to 2018), Partnership Representative (as defined in the Code), officer, director, employee
agent, fiduciary or trustee of any of KKR or its subsidiaries, the KKR Group Partnership, the Series I Preferred Stockholder or any of our or the Series I Preferred Stockholder’s affiliates and certain other specified persons (collectively, the
“Indemnitees”). Our certificate of incorporation provides that each Indemnitee has the right to engage in businesses of every type and description, including business interests and activities in direct competition with our business and
activities. Our certificate of incorporation also waives and renounces any interest or expectancy that we may have in, or right to be offered an opportunity to participate in, business opportunities
that are from time to time presented to the Indemnitees. Notwithstanding the foregoing, pursuant to our certificate of incorporation, the Series I Preferred Stockholder has agreed that its sole business will be to act as the Series I Preferred
Stockholder and as a general partner or managing member of any partnership or limited liability company that we may hold an interest in and that it will not engage in any business or activity or incur any debts or liabilities except in connection
therewith.
Anti-Takeover Provisions
Our certificate of incorporation and bylaws and the DGCL contain provisions, which are summarized in the following paragraphs, that are intended to enhance the likelihood of
continuity and stability in the composition of our board of directors and to discourage certain types of transactions that may involve an actual or threatened acquisition of our company. These provisions are intended to avoid costly takeover
battles, reduce our vulnerability to a hostile change in control or other unsolicited acquisition proposal, and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us.
However, these provisions may have the effect of delaying, deterring or preventing a merger or acquisition of our company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best
interest, including attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.
Election of directors. Subject to the rights granted to one or more series of preferred stock then outstanding, the Series I Preferred
Stockholder has the sole authority to elect directors.
Removal of directors. Subject to the rights granted to one or more series of preferred stock then outstanding, the Series I Preferred
Stockholder has the sole authority to remove and replace any director, with or without cause, at any time.
Vacancies. In addition, our bylaws also provide that, subject to the rights granted to one or more series of preferred stock then
outstanding, any newly created directorship on the board of directors that results from an increase in the number of directors and any vacancies on our board of directors will be filled by the Series I Preferred Stockholder.
Loss of voting rights. If at any time any person or group (other than the Series I Preferred Stockholder and its affiliates, or a direct
or subsequently approved transferee of the Series I Preferred Stockholder or its affiliates) acquires, in the aggregate, beneficial ownership of 20% or more of any class of our stock then outstanding, that person or group will lose voting rights
on all of its shares of stock and such shares of stock may not be voted on any matter as to which such shares may be entitled to vote and will not be considered to be outstanding when sending notices of a meeting of stockholders, calculating
required votes, determining the presence of a quorum or for other similar purposes, in each case, as applicable and to the extent such shares of stock are entitled to any vote.
Requirements for advance notification of stockholder proposals. Our bylaws establish advance notice procedures with respect to stockholder
proposals relating to the limited matters on which our common stock may be entitled to vote. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days or more than 120 days prior to
the first anniversary date of the immediately preceding annual meeting of stockholders. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. Our bylaws allow the chairman of the meeting at a meeting of the
stockholders to adopt rules and regulations for the conduct of meetings, which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may deter, delay or
discourage a potential acquirer from attempting to influence or obtain control of our company.
Special stockholder meetings. Our certificate of incorporation provides that special meetings of our stockholders may be called at any
time only by or at the direction of our board of directors, the Series I Preferred Stockholder or, if at any time any stockholders other than the Series I Preferred Stockholder are entitled under applicable law or our certificate of incorporation
to vote on specific matters proposed to be brought before a special meeting, stockholders representing 50% or more of the voting power of the outstanding stock of the class or classes of stock which are entitled to vote at such meeting.
Stockholder action by written consent. Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special
meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless the certificate of incorporation provides otherwise or it
conflicts with the rules of the New York Stock Exchange. Our certificate of incorporation permits stockholder action by written consent by stockholders other than the Series I Preferred Stockholder only if consented to by the board of directors
in writing.
Actions requiring Series I Preferred Stockholder approval. Certain actions require the prior approval of the Series I Preferred
Stockholder. See “Preferred Stock-Series I Preferred Stock-Actions requiring Series I Preferred Stockholder approval” above.
Amendments to our certificate of incorporation requiring Series I Preferred Stockholder approval. Except as otherwise expressly provided
by applicable law, only the vote of the Series I Preferred Stockholder, together with the approval of our board of directors, shall be required in order to amend certain provisions of our certificate of incorporation and none of our other
stockholders shall have the right to vote with respect to any such amendments. See “Preferred Stock-Series I Preferred Stock-Voting Rights” above.
Super-majority requirements for certain amendments to our certificate of incorporation. Except for amendments to our certificate of
incorporation that require the sole approval of the Series I Preferred Stockholder, any amendments to our certificate of incorporation require the vote or consent of stockholders holding at least 90% in voting power of our common stock unless we
obtain an opinion of counsel confirming that such amendment would not affect the limited liability of such stockholder under the DGCL. Any amendment of this provision of our certificate of incorporation also requires the vote or consent of
stockholders holding at least 90% in voting power of our common stock.
Merger, sale or other disposition of assets. Our certificate of incorporation provides that we may, with the approval of the Series I
Preferred Stockholder and with the approval of the holders of at least a majority in voting power of our common stock, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related
transactions, or consummate any merger, consolidation or other similar combination, or approve the sale, exchange or other disposition of all or substantially all of the assets of our subsidiaries, except that no approval of our common stock
shall be required in the case of certain limited transactions involving our reorganization into another limited liability entity. See “-Common Stock-Voting Rights.” We may in our sole discretion mortgage, pledge, hypothecate or grant a security
interest in all or substantially all of our assets (including for the benefit of persons other than us or our subsidiaries) without the prior approval of the holders of our common stock. We may also sell all or substantially all of our assets
under any forced sale of any or all of our assets pursuant to the foreclosure or other realization upon those encumbrances without the prior approval of the holders of our common stock.
Series D Mandatory Convertible Preferred Stock. Holders of our Series D Mandatory Convertible Preferred Stock have the right to convert
their shares upon the occurrence of a “fundamental change,” which could have the effect of discouraging third parties from pursuing certain transactions with us, which may otherwise be in the best interest of our stockholders. See “Preferred
Stock” above.
Choice of forum. Unless we consent in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware
(or, solely to the extent that the Court of Chancery lacks subject matter jurisdiction, the federal district court located in the State of Delaware) is the exclusive forum for resolving (i) any derivative action, suit or proceeding brought on
behalf of the corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of the corporation to the corporation or the corporation’s
stockholders, (iii) any action, suit or proceeding asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State
of Delaware or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine, and (b) the federal district courts of the United States shall be the exclusive forum for the resolution of any action, suit or
proceeding asserting a cause of action arising under the Securities Act of 1933, as
amended, in each case except as otherwise provided in our certificate of incorporation for any series of our preferred stock.
Business Combinations
We have opted out of Section 203 of the DGCL, which provides that an “interested stockholder” (a person other than the corporation or any direct or indirect majority-owned
subsidiary who, together with affiliates and associates, owns, or, if such person is an affiliate or associate of the corporation, within three years did own, 15% or more of the outstanding voting stock of a corporation) may not engage in
“business combinations” (which is broadly defined to include a number of transactions, such as mergers, consolidations, asset sales and other transactions in which an interested stockholder receives or could receive a financial benefit on other
than a pro rata basis with other stockholders) with the corporation for a period of three years after the date on which the person became an interested stockholder without certain statutorily mandated approvals.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock and Series D Mandatory Convertible Preferred Stock is Equiniti Trust Company, LLC (formerly known as American Stock Transfer
and Trust Company, LLC).
2061 SUBORDINATED NOTES
General
On March 31, 2021, Group Finance IX issued $500 million aggregate principal amount of its 2061 Subordinated Notes, pursuant to the terms of the 2061 Indenture, in denominations of
$25 and multiples of $25 in excess thereof. The 2061 Indenture, 2061 Subordinated Notes and related Guarantees (as defined below) are governed by, and construed in accordance with, the laws of the State of New York. The Bank of New York Mellon
Trust Company, N.A. is the trustee for holders of the 2061 Subordinated Notes under the 2061 Indenture.
As of the date of issuance and through the effective date of the Mergers, the 2061 Subordinated Notes were fully and unconditionally guaranteed, jointly and severally, on a
subordinated basis by Old Pubco and KKR Group Partnership (the “Guarantees”). On the effective date of the Mergers, as evidenced by a supplemental indenture to the 2061 Indenture, New Pubco replaced Old Pubco as a Guarantor under the 2061
Indenture, and Old Pubco was released and discharged from all liabilities and obligations under the 2061 Indenture and its Guarantee.
Unless earlier redeemed, the entire principal amount of the 2061 Subordinated Notes will mature on April 1, 2061. The 2061 Subordinated Notes are not subject to any sinking fund
provision.
The 2061 Subordinated Notes are unsecured and subordinated obligations of Group Finance IX. The Guarantees are unsecured obligations of the Guarantors.
Interest
The 2061 Subordinated Notes bear interest at a rate of 4.625% per annum. Interest on the 2061 Subordinated Notes is payable quarterly in arrears on January 1, April 1, July 1 and
October 1 of each year and ends on the maturity date.
Interest payments on the 2061 Subordinated Notes will be made to the holders of record at the close of business on the immediately preceding December 15, March 15, June 15 and
September 15, as applicable, whether or not a business day, subject to certain exceptions.
Interest payments will include accrued interest from, and including, the original issue date, or, if interest has already been paid, from the last date in respect of which
interest has been paid or duly provided for to, but excluding, the next succeeding interest payment date, the maturity date or the redemption date, as the case may be. The amount
of interest payable for any interest payment period will be computed on the basis of a 360-day year comprised of twelve 30-day months.
So long as no Event of Default (as defined in the 2061 Indenture) with respect to the 2061 Subordinated Notes has occurred and is continuing, Group Finance IX may, on one or more
occasions, defer interest payments on the 2061 Subordinated Notes for one or more optional deferral periods of up to five consecutive years without giving rise to an Event of Default under the terms of the 2061 Subordinated Notes. A deferral of
interest payments cannot extend, however, beyond the maturity date or the earlier acceleration, repurchase or redemption of the 2061 Subordinated Notes. During an optional deferral period, interest will continue to accrue on the 2061 Subordinated
Notes, and deferred interest payments will accrue additional interest at the then applicable interest rate on the 2061 Subordinated Notes, compounded quarterly as of each interest payment date to the extent permitted by applicable law. During an
optional deferral period, Group Finance IX will be prohibited from paying current interest on the 2061 Subordinated Notes until all accrued and unpaid deferred interest plus any accrued interest thereon has been paid. No interest otherwise due
during an optional deferral period will be due and payable on the 2061 Subordinated Notes until the end of such optional deferral period except upon an acceleration, repurchase or redemption of the 2061 Subordinated Notes during such deferral
period. After the commencement of an optional deferral period, until all accrued and unpaid interest on the 2061 Subordinated Notes has been paid, Group Finance IX and the Guarantors will be subject to certain other restrictions.
At the end of five years following the commencement of an optional deferral period, Group Finance IX must pay all accrued and unpaid deferred interest, including compounded
interest if it has not been paid before that time. If, at the end of any optional deferral period, Group Finance IX has paid all deferred interest due on the 2061 Subordinated Notes, including compounded interest, Group Finance IX can again defer
interest payments on the 2061 Subordinated Notes as described above.
Group Finance IX will provide to the trustee and the holders of 2061 Subordinated Notes written notice of any deferral of interest or continuation of deferral of interest at least
one and not more than 60 business days prior to the applicable interest payment date.
Redemption
Group Finance IX may elect to redeem the 2061 Subordinated Notes:
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in whole at any time or in part from time to time on or after April 1, 2026, at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption;
provided that if the 2061 Subordinated Notes are not redeemed in whole, at least $25 million aggregate principal amount of the 2061 Subordinated Notes must remain outstanding after giving effect to such redemption;
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in whole, but not in part, within 120 days of the occurrence of a “Tax Redemption Event,” (as defined in the 2061 Indenture) at a redemption price equal to their principal amount plus accrued and unpaid interest
to, but excluding, the date of redemption; or
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in whole, but not in part, at any time prior to April 1, 2026, within 90 days after the occurrence of a “Rating Agency Event” (as defined in the 2061 Indenture) at a redemption price equal to 102% of their
principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption.
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Guarantees
In addition to the Guarantees provided by the Company and KKR Group Partnership, any “New KKR Entity” (other than a Non-Guarantor Entity as defined in the 2061 Indenture) must
provide a Guarantee, whereupon such New KKR Entity shall be an “Additional Guarantor.” A “New KKR Entity” means any direct or indirect subsidiary of the Company other than (i) a then-existing Guarantor, (ii) any person in which the Company
directly or indirectly owns its interest through one or more then-existing Guarantors or (iii) any person through which the Company directly or indirectly owns its interests in one or more then-existing Guarantors.
Subordination
The payment of the principal of, premium, if any, and interest on the 2061 Subordinated Notes and the payment of any Guarantee:
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ranks junior in right of payment to all existing and future Senior Indebtedness (as defined in the 2061 Indenture) of Group Finance IX or the relevant Guarantor;
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ranks equal in right of payment with all existing and future Indebtedness Ranking on a Parity with the 2061 Subordinated Notes (as defined in the 2061 Indenture) of Group Finance IX or the relevant Guarantor;
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is effectively subordinated to all existing and future secured Indebtedness (as defined in the 2061 Indenture) of Group Finance IX or the relevant Guarantor, to the extent of the value of the assets securing
such Indebtedness; and
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is structurally subordinated in right of payment to all existing and future Indebtedness, liabilities and other obligations (including policyholder liabilities and other payables) of each subsidiary of Group
Finance IX or the relevant Guarantor that is not itself Group Finance IX or a Guarantor.
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The 2061 Indenture does not contain any limitations on the amount of additional Indebtedness that Group Finance IX or any of the Guarantors or their respective subsidiaries may
incur, including Senior Indebtedness.
Upon any payment or distribution of assets to creditors upon any receivership, liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors,
marshaling of assets or any bankruptcy, insolvency, or similar proceedings, the holders of Senior Indebtedness of Group Finance IX or the relevant Guarantor will first be entitled to receive payment in full in cash or other satisfactory
consideration of all amounts due or to become due, including interest accruing after the filing of a bankruptcy or insolvency proceeding on or in respect of such Senior Indebtedness before the holders of the 2061 Subordinated Notes will be
entitled to receive or retain any payment in respect of the 2061 Subordinated Notes or the relevant Guarantee.
In the event of the acceleration of the maturity of the 2061 Subordinated Notes, the holders of all Senior Indebtedness of Group Finance IX or the relevant Guarantor outstanding
at the time of such acceleration will first be entitled to receive payment in full in cash or other satisfactory consideration of all such Senior Indebtedness before the holders of the 2061 Subordinated Notes will be entitled to receive or retain
any payment in respect of the 2061 Subordinated Notes or the relevant Guarantee.
In the event and during the continuation of any default in any payment with respect to any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has
been or would be permitted upon notice or the passage of time to be accelerated because of a default, then, unless and until such default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been
rescinded or annulled, no payments on account of principal or premium, if any, or interest in respect of the 2061 Subordinated Notes may be made, in each case unless and until all amounts due or to become due on such Senior Indebtedness are paid
in full in cash or other satisfactory consideration.
Events of Default, Notice and Waiver
The following constitute “Events of Default” under the 2061 Indenture with respect to the 2061 Subordinated Notes:
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Group Finance IX’s failure to pay any interest, including compounded interest, on the 2061 Subordinated Notes when due and payable after taking into account any optional deferral period as set forth in the 2061
Indenture, continued for 30 days;
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Group Finance IX’s failure to pay principal (or premium, if any) on any 2061 Subordinated Notes when due, regardless of whether such payment became due because of maturity, redemption, acceleration or otherwise;
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Group Finance IX’s failure to pay the redemption price when due in connection with a “Tax Redemption Event” or a “Rating Agency Event;”
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any failure by Group Finance IX or the Guarantors to observe or perform any other covenants or agreements with respect to the 2061 Subordinated Notes for 90 days after Group Finance IX receives notice of such
failure from the trustee or 90 days after Group Finance IX and the trustee receive notice of such failure from the holders of at least 25% in aggregate principal amount of the outstanding 2061 Subordinated Notes;
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certain events of bankruptcy, insolvency or reorganization of Group Finance IX or of any Guarantor (other than an “Insignificant Guarantor” (as defined in the 2061 Indenture)); and
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a Guarantee of any Guarantor (other than an Insignificant Guarantor) ceases to be in full force and effect or is declared to be null and void and unenforceable or such Guarantee is found to be invalid or a
Guarantor (other than an Insignificant Guarantor) denies its liability under its Guarantee (other than by reason of release of such Guarantor in accordance with the terms of the 2061 Indenture).
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If an Event of Default with respect to the 2061 Subordinated Notes shall occur and be continuing, the trustee or the holders of at least 25% in aggregate principal amount of the
outstanding 2061 Subordinated Notes may declare, by notice as provided in the 2061 Indenture, the principal amount of all outstanding 2061 Subordinated Notes to be due and payable immediately; provided that, in the case of an Event of Default
involving certain events of bankruptcy, insolvency or reorganization, acceleration is automatic; and, provided further, that after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate
principal amount of the outstanding 2061 Subordinated Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, have been cured or waived.
Group Finance IX is required to furnish the trustee annually a statement by certain of its officers to the effect that, to the best of their knowledge, Group Finance IX is not in
default in the fulfillment of any of its obligations under the 2061 Indenture or, if there has been a default in the fulfillment of any such obligation, specifying each such default.
Modification and Waiver
Group Finance IX, the Guarantors and the trustee may supplement the 2061 Indenture and 2061 Subordinated Notes without the consent of holders to:
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add to the covenants for the benefit of the holders of any 2061 Subordinated Notes or surrender any right or power the 2061 Indenture confers upon us;
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evidence the assumption of Group Finance IX’s obligations or the obligations of any Guarantor under the 2061 Indenture by a successor;
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add any additional events of default for the benefit of the holders of any 2061 Subordinated Notes;
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provide for the release of any Guarantor in accordance with the 2061 Indenture;
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secure the 2061 Subordinated Notes;
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provide for a successor trustee;
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provide for the issuance of additional notes of any series;
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establish the form or terms of notes of any series;
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comply with the rules of any applicable depositary;
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add to or change any of the provisions of the 2061 Indenture to permit or facilitate the issuance of 2061 Subordinated Notes in uncertificated form;
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add to, change or eliminate any provisions of the 2061 Indenture so long as any such addition, change or elimination (i) does not apply to or modify the rights of the holders of 2061 Subordinated Notes of any
Series created prior to such addition, change or elimination or (ii) becomes effective only when there are no 2061 Subordinated Notes created prior to the execution of the supplemental indenture then outstanding which are entitled to the
benefit of such provision;
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cure any ambiguity, to correct or supplement any provision of the 2061 Indenture which may be defective or inconsistent with any other provision therein;
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make any change that does not adversely affect the rights of any holder of 2061 Subordinated Notes in any material respect; or
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to conform to the “Description of the Notes” in the Prospectus Supplement related to the offering of the 2061 Subordinated Notes to the extent that such provision in the “Description of the Notes” was intended
to be a verbatim recitation of such provision in the 2061 Indenture or 2061 Subordinated Notes.
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Group Finance IX, the Guarantors and the trustee may also modify the 2061 Indenture in a manner that affects the interests or rights of the holders of 2061 Subordinated Notes with
the consent of the holders of at least a majority in aggregate principal amount of the 2061 Subordinated Notes at the time outstanding. However, the 2061 Indenture will require the consent of each holder of 2061 Subordinated Notes affected by any
modification which would:
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change the fixed maturity of the 2061 Subordinated Notes, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof;
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reduce the amount of principal payable upon acceleration of the maturity thereof;
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change the currency in which the 2061 Subordinated Notes or any premium or interest is payable;
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impair the right to enforce any payment on or with respect to the 2061 Subordinated Notes;
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reduce the percentage in principal amount of outstanding 2061 Subordinated Notes the consent of whose holders is required for modification or amendment of the 2061 Indenture or for waiver of compliance with
certain provisions of the 2061 Indenture or for waiver of certain defaults;
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modify the subordination provisions of the 2061 Subordinated Notes in any manner adverse to the holders;
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modify the Guarantees in any manner adverse to the holders; or
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modify any of the above bullet points.
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The 2061 Indenture permits the holders of at least a majority in aggregate principal amount of the outstanding 2061 Subordinated Notes or of any other series of debt securities
issued under the 2061 Indenture which is affected by the modification or amendment to waive compliance with certain covenants contained in the 2061 Indenture.
Other Provisions
The 2061 Indenture also includes covenants, including limitations on Group Finance IX’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 2061 Indenture also contains customary provisions on defeasance and
discharge.
About the Trustee
Subject to the provisions of the Trust Indenture Act of 1939, as amended, the trustee is under no obligation to exercise any of its powers vested in it by the 2061 Indenture at
the request of any holder of the 2061 Subordinated notes unless the holder offers the trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities which might result. The trustee is not required to expend or risk
its own funds or otherwise incur any financial liability in performing its duties if the trustee reasonably believes that it is not reasonably assured of repayment or adequate indemnity. We have entered, and from time to time may continue to
enter, into trust, administration or other relationships with The Bank of New York Mellon Trust Company, N.A. or its affiliates.
2065 SUBORDINATED NOTES
General
On May 28, 2025, the Company issued $590 million aggregate principal amount of its 2065 Subordinated Notes, pursuant to the terms of the 2065 Indenture, in denominations of $25
and multiples of $25 in excess thereof. The 2065 Indenture, 2065 Subordinated Notes and related Guarantees (as defined below) are governed by, and construed in accordance with, the laws of the State of New York. The Bank of New York Mellon Trust
Company, N.A. is the trustee for holders of the 2065 Subordinated Notes under the 2065 Indenture.
The 2065 Subordinated Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, on a subordinated basis by KKR Group Partnership (the “Initial
Guarantor”) and any Additional Guarantors (as defined below) (Additional Guarantors, if any, together with the Initial Guarantor, the “Guarantors”).
Unless earlier redeemed, the entire principal amount of the 2065 Subordinated Notes will mature on June 1, 2065. The 2065 Subordinated Notes are not subject to any sinking fund
provision.
The 2065 Subordinated Notes are unsecured and subordinated obligations of the Company. The Guarantees are unsecured obligations of the Guarantors.
Interest
The 2065 Subordinated Notes bear interest at a rate of 6.875% per annum. Interest on the 2065 Subordinated Notes is payable quarterly in arrears on March 1, June 1, September 1
and December 1 of each year and ends on the maturity date.
Interest payments on the 2065 Subordinated Notes will be made to the holders of record at the close of business on the immediately preceding February 15, May 15, August 15 and
November 15, as applicable, whether or not a business day, subject to certain exceptions.
Interest payments will include accrued interest from, and including, the original issue date, or, if interest has already been paid, from the last date in respect of which
interest has been paid or duly provided for to, but excluding, the next succeeding interest payment date, the maturity date or the redemption date, as the case may be. The amount of interest payable for any interest payment period will be
computed on the basis of a 360-day year comprised of twelve 30-day months.
So long as no Event of Default (as defined in the 2065 Indenture) with respect to the 2065 Subordinated Notes has occurred and is continuing, the Company may, on one or more
occasions, defer interest payments on the 2065 Subordinated Notes for one or more optional deferral periods of up to five consecutive years without giving rise to an Event of Default under the terms of the 2065 Subordinated Notes. A deferral of
interest payments cannot extend, however, beyond the maturity date or the earlier acceleration, repurchase or redemption of the 2065 Subordinated Notes. During an optional deferral period, interest will continue to accrue on the 2065 Subordinated
Notes, and
deferred interest payments will accrue additional interest at the then applicable interest rate on the 2065 Subordinated Notes, compounded quarterly as of each interest payment date to the extent
permitted by applicable law. During an optional deferral period, the Company will be prohibited from paying current interest on the 2065 Subordinated Notes until all accrued and unpaid deferred interest plus any accrued interest thereon has been
paid. No interest otherwise due during an optional deferral period will be due and payable on the 2065 Subordinated Notes until the end of such optional deferral period except upon an acceleration, repurchase or redemption of the 2065
Subordinated Notes during such deferral period. After the commencement of an optional deferral period, until all accrued and unpaid interest on the 2065 Subordinated Notes has been paid, the Company and the Guarantors will be subject to certain
other restrictions.
At the end of five years following the commencement of an optional deferral period, the Company must pay all accrued and unpaid deferred interest, including compounded interest if
it has not been paid before that time. If, at the end of any optional deferral period, the Company has paid all deferred interest due on the 2065 Subordinated Notes, including compounded interest, the Company can again defer interest payments on
the 2065 Subordinated Notes as described above.
The Company will provide to the trustee and the holders of 2065 Subordinated Notes written notice of any deferral of interest or continuation of deferral of interest at least one
and not more than 60 business days prior to the applicable interest payment date.
Redemption
The Company may elect to redeem the 2065 Subordinated Notes:
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in whole at any time or in part from time to time on or after June 1, 2030, at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption;
provided that if the 2065 Subordinated Notes are not redeemed in whole, at least $25 million aggregate principal amount of the 2065 Subordinated Notes must remain outstanding after giving effect to such redemption;
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in whole, but not in part, within 120 days of the occurrence of a “Tax Redemption Event” (as defined in the 2065 Indenture) at a redemption price equal to their principal amount plus accrued and unpaid interest
to, but excluding, the date of redemption; or
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in whole, but not in part, at any time prior to June 1, 2030, within 90 days after the occurrence of a “Rating Agency Event” (as defined in the 2065 Indenture) at a redemption price equal to 102% of their
principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption.
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Guarantees
In addition to the Guarantee provided by KKR Group Partnership, any “New KKR Entity” (other than a Non-Guarantor Entity as defined in the 2065 Indenture) must provide a Guarantee,
whereupon such New KKR Entity shall be an “Additional Guarantor.” A “New KKR Entity” means any direct or indirect subsidiary of the Company other than (i) a then-existing Guarantor, (ii) any person in which the Company directly or indirectly owns
its interest through one or more then-existing Guarantors, (iii) any person through which the Company directly or indirectly owns its interests in one or more then-existing Guarantors, or (iv) any person if such person’s guarantee of the
obligations of the Company pursuant to the 2065 Subordinated Notes and the 2065 Indenture would be reasonably likely to result in material and adverse tax consequences to the Company, the Initial Guarantor, or any other Guarantor as determined by
the Company or the Initial Guarantor in good faith.
Subordination
The payment of the principal of, premium, if any, and interest on the 2065 Subordinated Notes and the payment of any Guarantee:
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ranks junior in right of payment with all existing and future Senior Indebtedness (as defined in the 2065 Indenture) of the Company or the relevant Guarantor;
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ranks equal in right of payment to all existing and future Indebtedness Ranking on a Parity (as defined in the 2065 Indenture) with the 2065 Subordinated Notes of the Company or the relevant Guarantor;
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is effectively subordinated to all existing and future secured Indebtedness (as defined in the 2065 Indenture) of the Company or the relevant Guarantor, to the extent of the value of the assets securing such
Indebtedness; and
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is structurally subordinated in right of payment to all existing and future Indebtedness, liabilities and other obligations of each subsidiary of the Company or the relevant Guarantor that does not guarantee the
2065 Subordinated Notes.
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The 2065 Indenture does not contain any limitations on the amount of additional Indebtedness that the Company or any of the Guarantors or their respective subsidiaries may incur,
including Senior Indebtedness.
Upon any payment or distribution of assets to creditors upon any receivership, liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors,
marshaling of assets or any bankruptcy, insolvency, or similar proceedings, the holders of Senior Indebtedness of the Company or the relevant Guarantor will first be entitled to receive payment in full in cash or other satisfactory consideration
of all amounts due or to become due, including interest accruing after the filing of a bankruptcy or insolvency proceeding on or in respect of such Senior Indebtedness before the holders of the 2065 Subordinated Notes will be entitled to receive
or retain any payment from the Company or the relevant Guarantor in respect of the 2065 Subordinated Notes or the relevant Guarantee.
In the event of the acceleration of the maturity of the 2065 Subordinated Notes, the holders of all Senior Indebtedness of the Company or the relevant Guarantor outstanding at the
time of such acceleration will first be entitled to receive payment in full in cash or other satisfactory consideration of all such Senior Indebtedness before the holders of the 2065 Subordinated Notes will be entitled to receive or retain any
payment in respect of the 2065 Subordinated Notes or the relevant Guarantee.
In the event and during the continuation of any default in any payment with respect to any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has
been or would be permitted upon notice or the passage of time to be accelerated because of a default, then, unless and until such default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been
rescinded or annulled, no payments on account of principal or premium, if any, or interest in respect of the 2065 Subordinated Notes may be made, in each case unless and until all amounts due or to become due on such Senior Indebtedness are paid
in full in cash or other satisfactory consideration.
Events of Default, Notice and Waiver
The following constitute “Events of Default” under the 2065 Indenture with respect to the 2065 Subordinated Notes:
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the Company’s failure to pay any interest, including compounded interest, on the 2065 Subordinated Notes when due and payable, after taking into account any optional deferral period as set forth in the 2065
Indenture, continued for 30 days;
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the Company’s failure to pay principal (or premium, if any) on any 2065 Subordinated Notes when due, regardless of whether such payment became due because of maturity, redemption, acceleration or otherwise;
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the Company’s failure to pay the redemption price when due in connection with a “Tax Redemption Event” or a “Rating Agency Event;”
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any failure by the Company or the Guarantors to observe or perform any other covenants or agreements with respect to the 2065 Subordinated Notes for 90 days after the Company receives notice of such failure from
the trustee or 90 days after the Company and the trustee receive notice of such failure from the holders of at least 25% in aggregate principal amount of the outstanding 2065 Subordinated Notes;
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certain events of bankruptcy, insolvency or reorganization of the Company or of any Guarantor (other than an “Insignificant Guarantor” (as defined in the 2065 Indenture)); and
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a Guarantee of any Guarantor (other than an Insignificant Guarantor) ceases to be in full force and effect or is declared to be null and void and unenforceable or such Guarantee is found to be invalid or a
Guarantor (other than an Insignificant Guarantor) denies its liability under its Guarantee (other than by reason of release of such Guarantor in accordance with the terms of the 2065 Indenture).
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If an Event of Default with respect to the 2065 Subordinated Notes shall occur and be continuing, the trustee or the holders of at least 25% in aggregate principal amount of the
outstanding 2065 Subordinated Notes may declare, by notice as provided in the 2065 Indenture, the principal amount of all outstanding 2065 Subordinated Notes to be due and payable immediately; provided that, in the case of an Event of Default
involving certain events of bankruptcy, insolvency or reorganization, acceleration is automatic; and, provided further, that after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate
principal amount of the outstanding 2065 Subordinated Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, have been cured or waived.
The Company is required to furnish the trustee annually a statement by certain of its officers to the effect that, to the best of their knowledge, the Company is not in default in
the fulfillment of any of its obligations under the 2065 Indenture or, if there has been a default in the fulfillment of any such obligation, specifying each such default.
Modification and Waiver
The Company, the Guarantors and the trustee may supplement the 2065 Indenture and 2065 Subordinated Notes without the consent of holders to:
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add to the covenants for the benefit of the holders of any 2065 Subordinated Notes or surrender any right or power the 2065 Indenture confers upon us;
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evidence the assumption of the Company’s obligations under the 2065 Indenture by a successor;
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add any additional events of default for the benefit of the holders of any 2065 Subordinated Notes;
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secure the 2065 Subordinated Notes;
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provide for a successor trustee;
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provide for the issuance of additional notes of any series;
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establish the form or terms of notes of any series;
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comply with the rules of any applicable depositary;
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add to or change any of the provisions of the 2065 Indenture to permit or facilitate the issuance of 2065 Subordinated Notes in uncertificated form;
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add to, change or eliminate any provisions of the 2065 Indenture so long as any such addition, change or elimination (i) does not apply to or modify the rights of the holders of 2065 Subordinated Notes of any
Series created prior to such addition, change or elimination or (ii) becomes effective only when there are no 2065 Subordinated Notes created prior to the execution of the supplemental indenture then outstanding which are entitled to the
benefit of such provision;
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cure any ambiguity, to correct or supplement any provision of the 2065 Indenture which may be defective or inconsistent with any other provision therein;
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make any change that does not adversely affect the rights of any holder of 2065 Subordinated Notes in any material respect; or
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to conform to the “Description of the Notes” in the Prospectus Supplement related to the offering of the 2065 Subordinated Notes to the extent that such provision in the “Description of the Notes” was intended
to be a verbatim recitation of such provision in the 2065 Indenture or 2065 Subordinated Notes.
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The Company, the Guarantors and the trustee may also modify the 2065 Indenture in a manner that affects the interests or rights of the holders of 2065 Subordinated Notes with the
consent of the holders of at least a majority in aggregate principal amount of the 2065 Subordinated Notes at the time outstanding. However, the 2065 Indenture will require the consent of each holder of 2065 Subordinated Notes affected by any
modification which would:
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change the fixed maturity of the 2065 Subordinated Notes, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof;
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reduce the amount of principal payable upon acceleration of the maturity thereof;
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change the currency in which the 2065 Subordinated Notes or any premium or interest is payable;
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impair the right to enforce any payment on or with respect to the 2065 Subordinated Notes;
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reduce the percentage in principal amount of outstanding 2065 Subordinated Notes the consent of whose holders is required for modification or amendment of the 2065 Indenture or for waiver of compliance with
certain provisions of the 2065 Indenture or for waiver of certain defaults;
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modify the subordination provisions of the 2065 Subordinated Notes in any manner adverse to the holders;
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modify the Guarantees in any manner adverse to the holders; or
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modify any of the above bullet points.
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The 2065 Indenture permits the holders of at least a majority in aggregate principal amount of the outstanding 2065 Subordinated Notes or of any other series of debt securities
issued under the 2065 Indenture which is affected by the modification or amendment to waive compliance with certain covenants contained in the 2065 Indenture.
Other Provisions
The 2065 Indenture also includes covenants, including limitations on the Company’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 2065 Indenture also contains customary provisions on defeasance and
discharge.
About the Trustee
Subject to the provisions of the Trust Indenture Act of 1939, as amended, the trustee is under no obligation to exercise any of its powers vested in it by the 2065 Indenture at
the request of any holder of the 2065 Subordinated notes unless the holder offers the trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities which might result. The trustee is not required to expend or risk
its own funds or otherwise incur any financial liability in performing its duties if the trustee reasonably believes that it is not reasonably assured of repayment or adequate indemnity. We have entered, and from time to time may continue to
enter, into trust, administration or other relationships with The Bank of New York Mellon Trust Company, N.A. or its affiliates.