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Issuer:
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KKR Group Finance Co. IX LLC
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Initial Guarantors:
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KKR & Co. Inc.
KKR Group Partnership L.P. |
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Securities:
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4.625% Subordinated Notes due 2061
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Ranking:
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Subordinated
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Principal Amount Offered:
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$500,000,000
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Trade Date:
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March 24, 2021
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Settlement Date*:
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March 31, 2021 (T+5)
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Maturity Date:
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April 1, 2061
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Coupon:
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4.625%
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Underwriting Discount:
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$0.7875 per subordinated note sold to retail investors and $0.50 per subordinated note sold to institutional investors
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Price to Public:
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$25 per subordinated note plus accrued interest, if any, from March 31, 2021 to the date of delivery.
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Interest Payment Dates:
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January 1, April 1, July 1 and October 1 of each year, commencing on July 1, 2021.
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Record Dates:
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Interest payments on the notes will be made to the holders of record at the close of business on December 15, March 15, June 15 or September 15, as the case may be, immediately preceding such January 1, April
1, July 1 and October 1, whether or not a business day.
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Optional Interest Deferral:
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The Issuer has the right on one or more occasions to defer the payment of interest on the notes for up to five consecutive years (each such period, an “optional deferral period”). During an optional deferral
period, interest will continue to accrue at the interest rate on the notes, compounded quarterly as of each interest payment date to the extent permitted by applicable law.
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Optional Redemption:
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The Issuer may elect to redeem the 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 notes are not redeemed in whole, at least $25 million aggregate principal amount of the notes must remain outstanding after giving effect to such redemption; | |
| • | in whole, but not in part, within 120 days of the occurrence of a “Tax Redemption Event”, at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption; or | |
| • | 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” 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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Day Count/Business Day Convention:
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30/360 Following, Unadjusted
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Gross Proceeds (before expenses and underwriting discount):
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$500,000,000
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Denominations:
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$25 and integral multiples of $25 in excess thereof.
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Expected Ratings**:
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S&P: BBB+ (Stable) / Fitch: BBB+ (Stable)
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CUSIP / ISIN:
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48253M 104 / US48253M1045
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Joint Book-Running Managers:
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Wells Fargo Securities, LLC
BofA Securities, Inc.
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
UBS Securities LLC
KKR Capital Markets LLC
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Co-Managers:
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Academy Securities, Inc.
Barclays Capital Inc.
Blaylock Van, LLC
BMO Capital Markets Corp.
Cabrera Capital Markets LLC
CastleOak Securities, L.P.
Citigroup Global Markets Inc.
Commerz Markets LLC
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
HSBC Securities (USA) Inc.
Loop Capital Markets LLC
Mizuho Securities USA LLC
Nomura Securities International, Inc.
Samuel A. Ramirez & Company, Inc.
RBC Capital Markets, LLC
Roberts & Ryan Investments, Inc.
R. Seelaus & Co., LLC
Scotia Capital (USA) Inc.
Siebert Williams Shank & Co., LLC
SMBC Nikko Securities America, Inc.
Tigress Financial Partners LLC
Truist Securities, Inc.
U.S. Bancorp Investments, Inc.
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