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KKR Credit Advisors (US) LLC: investment adviser
KKR Credit Advisors (US) LLC is an investment adviser registered with the SEC (file 801-69633, CRD 146629). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $270.9B
- Discretionary
- 100%
- Accounts
- 204
- Employees
- 609
- In advisory roles
- 181
- Disclosures
- 1
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Registered funds | 5 | $1.9B | 0.7% |
| Private funds and other pooled vehicles | 167 | $93.2B | 34.4% |
| Pension and profit-sharing plans | 6 | $3.5B | 1.3% |
| State and local governments | 5 | $984.7M | 0.4% |
| Insurance companies | 21 | $171.4B | 63.3% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
- Other: Management fees
Services
- Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940)
- Portfolio management for pooled investment vehicles (other than investment companies)
- Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
- Publication of periodicals or newsletters
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Kohlberg Kravis Roberts & Co. | Company (U.S.) | Member of KKR credit | E 75% or more | Jun 2004 | Yes | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| KKR & Co. GP LLC | Kohlberg | Company (U.S.) | F General partner, trustee or managing member | Yes | |
| KKR Group Holdings Corp. | KKR Group | Company (U.S.) | F General partner, trustee or managing member | Yes | |
| KKR & Co. Inc. | KKR Group Co. | Company (U.S.) | E 75% or more | Yes | Yes |
| KKR Group Co. Inc. | KKR Group | Company (U.S.) | E 75% or more | Yes | |
| KKR Group Partnership L.P. | KKR Group Co. | Company (outside the U.S.) | E 75% or more | Yes | |
| KKR Group Partnership L.P. | KKR Holdco | Company (outside the U.S.) | E 75% or more | Yes | |
| KKR Holdco LLC | KKR & Co. GP | Company (U.S.) | E 75% or more | Yes | |
| KKR Group Holdings L.P. | KKR Group | Company (U.S.) | C 25% to 50% | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.
Item 11 questions answered Yes
These questions cover the firm and its advisory affiliates.
- Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
- Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: entered an order against you or any advisory affiliate in connection with investment-related activity?
- Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
- Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
- Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
- Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?
- Has any self-regulatory organization or commodities exchange ever: found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
Disclosures filed elsewhere
The firm's Form ADV names these and the kind of action only; the details are on the named firm's own filing.
- 1 regulatory action disclosure about Kohlberg Kravis Roberts &
Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
KKR Credit Advisors US LLC ADV Part 2A, filed Sep 25, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Overview of the Advisers’ Businesses This brochure details the advisory businesses of KKR Credit (as defined below), and in particular, KKR Credit Advisors US LLC (“KKR Credit U.S.”), and KKR Credit Advisors (Singapore) Pte. Ltd. (“KKR Credit Singapore,” and together with KKR Credit U.S., the “Advisers”). KKR Credit U.S. KKR Credit U.S. is a Delaware limited liability company founded in August 2004 and registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”). KKR Credit U.S. has approximately $270.8 1 billion in assets under management as of December 31, 2025, managed on a discretionary basis. 2 KKR Credit U.S.
Read the rest of Item 4 (2,629 more words)
advises pooled investment vehicles, dedicated separately managed account vehicles, collateralized loan obligation vehicles (“CLOs”), closed-end investment companies registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”) (the “RICs”), discretionary accounts established for third-party institutional investors, including pension plans, a closed-end management investment company that operates as an interval fund and side-by-side vehicles investing alongside other KKR Credit Funds and Other Clients (as defined below). KKR Credit also provides sub-advisory services to certain investment funds and investment vehicles established and managed by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (“KKR”), including non-U.S. listed and unlisted investment trusts that have investment exposure to funds and investments managed by KKR and its affiliates. Additionally, KKR Credit U.S. provides sub-advisory services to certain non-diversified closed-end management investment companies registered under the Investment Company Act of 1940 that operate as interval funds and are managed by an unaffiliated third-party investment adviser. KKR Credit U.S.’s alternative credit platform consists of private credit strategies, including asset-based finance, which focuses on multi-sector investments secured by portfolios of financial assets, and corporate credit, historically referred to as direct lending, the scope of which has expanded alongside market evolution into corporate private credit. KKR Credit U.S.’s alternative credit platform also includes a Strategic Investments Group, which provides partnership capital solutions to high quality mid-to-large cap companies, typically in situations requiring customized financing or strategic capital support. KKR Credit Singapore KKR Credit Singapore is a Singapore private limited company incorporated in February 2020 and is licensed by the Monetary Authority of Singapore (the “MAS”). KKR Credit Singapore is also registered as a non-investing Category I Foreign Portfolio Investor with the Securities and Exchange Board of India. KKR Credit Singapore has approximately $4.9 3 billion in assets under management as of December 31, 2025, managed on a discretionary basis. 4 KKR Credit Singapore advises pooled investment vehicles, dedicated separately managed account vehicles, discretionary accounts established for third-party Represents KKR Credit U.S.’s most recently published AUM as disclosed in Part 1. AUM calculations could differ from those used in other regulatory filings by KKR Credit U.S. in accordance with applicable requirements and guidelines. KKR Credit U.S. does not manage client assets on a non-discretionary basis as of December 31, 2025, although certain clients have consent or opt-out rights with respect to certain investments. Represents KKR Credit Singapore’s most recently published AUM as disclosed in Part 1. AUM calculations could differ from those used in other regulatory filings by KKR Credit Singapore in accordance with applicable requirements and guidelines. KKR Credit Singapore does not manage client assets on a non-discretionary basis as of December 31, 2025, although certain clients have consent or opt-out rights with respect to certain investments.
institutional investors including pension plans, and side-by-side vehicles investing alongside other KKR Credit Singapore Funds and Other Clients. KKR Credit Singapore’s investment management and advisory activities focus on private credit opportunities, including but not limited to senior and unitranche corporate lending, subordinated corporate lending (mezzanine and other subordinated debt investments), asset-based finance investments, and liquid credit investment opportunities through investment in a diversified portfolio of financial instruments throughout the Asia-Pacific credit markets. Overview of KKR Credit’s Business The use of the term “KKR Credit” throughout this brochure refers broadly to KKR’s credit advisory business made up of management entities that are controlled by KKR and its affiliates (the “KKR Credit Managers”) 5 pursuing a credit strategy, their participating affiliate and relying advisers, and the affiliated entities listed in Item 10. KKR Credit’s investment management and advisory activities focus on U.S. and European leveraged credit strategies, such as leveraged loans, high yield bonds, opportunistic credit and revolving credit strategies, structured credit and U.S., European and Asian alternative credit strategies, including special situations, strategic investments and private credit strategies, such as direct lending and private opportunistic credit (or mezzanine) investment strategies (including investments in mezzanine and mezzanine-like instruments, structured and illiquid credit, and direct senior loan origination), specific types of syndicated credit investments (i.e., investments in revolver credit facilities, special situations investments and credit investments relating to other assets held by funds and other investment vehicles and accounts advised by KKR, including private equity and real assets, such as infrastructure, energy and real estate. KKR Credit is affiliated with KKR Alternative Investment Management Unlimited Company (“KKR AIM”), which is authorized as an alternative investment fund manager under the European Union (Alternative Investment Fund Managers) Regulations 2013 (S.I. No. 257 of 2013), and regulated by the CBI, . KKR AIM separately files reports as an exempt reporting adviser with the SEC. KKR AIM enters into delegation and/or sub-advisory agreements with KKR Credit under which KKR Credit will provide certain portfolio management services to KKR AIM in connection with investment funds with respect to which KKR AIM serves as alternative investment fund manager for the purposes of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (“AIFMD”). The Advisers are also affiliated with KKR Registered Advisor LLC (“KRA”), an investment adviser that is separately registered with the SEC. KRA advises KKR Real Estate Select Trust Inc. (“KREST”), a closed-end management investment company registered under the Investment Company Act, which will invest primarily in stabilized, income-oriented commercial real estate, prime single tenant equity investments and real estate debt investments. KKR Credit Advisors (US) owns a 50% interest, alongside an affiliate of Franklin Square Holdings, L.P. (“FS Investments”) who owns the other 50% interest, in FS/KKR Advisor, LLC, an investment adviser registered with the SEC. FS/KKR Advisor, LLC provides investment advisory services to FS KKR Capital Corp., a business development company (“BDC”) registered under the Investment Company Act and listed on the New York Stock Exchange (“NYSE”), KKR FS Income Trust, a privately-placed BDC, and KKR FS Income Trust Select, also a privately-placed BDC. Kohlberg Kravis Roberts & Co. L.P.
The term “KKR Credit Managers” includes the Advisers and wholly owned and controlled management entities established with respect to one or more Clients for operational and other purposes.
The Advisers are affiliated with KKR & Co. Inc. (formerly KKR & Co. L.P.) (“KKR & Co.” or “KKR” the “KKR Public Company”) which, through its subsidiaries, acquires stakes in, or seeds, or otherwise holds interests in third-party hedge funds and fund of fund managers (the “Stakes and Seed Managers”). KKR Credit is affiliated with KKR and its subsidiaries, which operate under the name “KKR”. KKR advises and sub-advises private equity funds and other investment vehicles, including proprietary entities that invest capital for long-term appreciation, by acquiring controlling or minority positions in portfolio companies, and other assets. Such funds also make investments in publicly traded equity and debt securities and other marketable securities and instruments (collectively with any investments in derivative instruments, “Marketable Securities”). In addition, to its traditional private equity strategy, KKR advises funds and other investment vehicles focused on infrastructure, energy and real estate, which invest capital primarily through acquiring interests in companies or acquiring underlying assets. KKR also advises investment funds and other investment vehicles that make growth capital and core investments. KKR also advises vehicles that make real estate debt investments, including real estate investment trusts (“REITs”). KKR also offers and sponsors funds and other investment vehicles that make co-investments alongside KKR proprietary investments or in specific or multiple portfolio companies and other assets invested in by investment funds advised by KKR and its affiliates, a customized platform that invests in funds advised by KKR and its affiliates and funds sponsored and managed by unaffiliated investment managers (collectively, “third party funds”) and related co-investments, and strategic partnership vehicles or other multi-strategy or multi-asset arrangements that invest across multiple funds and investment strategies advised by KKR and its affiliates several publicly listed vehicles that are publicly traded on a stock exchange or are otherwise made available for investment by public investors, including a publicly listed energy company. KKR’s Global Institute (“KGI”) periodically publishes papers, highlighting views from KKR’s portfolio companies and portfolio managers and political, economic and social trends. KKR’s Global Macro and Asset Allocation Group also periodically publishes commentary on macro-economic trends and related topics through KGI and oversees a proprietary portfolio of investments in a variety of instruments and securities. KKR & Co. owns The Global Atlantic Financial Group LLC (together with its subsidiaries, “Global Atlantic”). KKR Credit U.S. and KKR Credit Singapore provide investment management services to Global Atlantic Accounts through a sub-advisory agreement with KKR. Global Atlantic is a retirement and life insurance company with an over 20-year track record of providing a broad suite of protection, legacy, and products to customers and across individual and institutional markets. In 2024, KKR & Co. completed the acquisition of the remaining interests in Global Atlantic that KKR did not own. KKR (including through KKR Credit) serves as Global Atlantic’s investment manager for certain assets. Based on preliminary financial results of Global Atlantic, the estimated value of Global Atlantic assets managed by KKR as of December 31, 2025, was approximately $49.1 billion. For additional information regarding KKR’s clients, including the definitions of “KKR Credit Advisors Funds” and “Other Clients,” please see Item 7 – “Types of Clients”. Additional information regarding the Advisers’ “relying advisers” which are investment advisory affiliates that rely on the Advisers, as their filing adviser, to file (and amend) a single umbrella SEC registration on their behalf, and other advisory affiliates that are separately registered with the SEC, is provided in Item 10 – “Other Financial Industry Activities and Affiliations.” KKR Credit also has an affiliated capital markets business operated through affiliated broker-dealers. Please see Item 10 – Other Financial Industry Activities and Affiliations for additional information regarding KKR’s affiliated broker dealers.
In addition, KKR Credit has a proprietary trading business. Please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for additional information regarding KKR’s proprietary investment activities. Ownership and Structure KKR Credit is wholly owned by KKR. KKR is an indirect subsidiary of the KKR Public Company, which is listed on the NYSE. KKR Management LLP (“KKR Management”) is the sole holder of Series I preferred stock of the KKR Public Company, which is entitled to vote for the election of directors among other matters relating to the KKR Public Company, until a date that will not be later than December 31, 2026. Various affiliates of KKR & Co. directly or indirectly own equity interests in KKR & Co.’s business, including KKR Holdings II L.P. (“KKR Holdings II”), KKR Holdings III L.P. (“KKR Holdings III”, and together with KKR Holdings II, “KKR Holdings”), and KKR Associates Holdings L.P. (“KKR Associates Holdings”). KKR Management, KKR Holdings and KKR Associates Holdings are owned by certain current and former KKR employees and their related persons. On October 8, 2021, the KKR Public Company through its subsidiaries, entered into a Reorganization Agreement (the “Reorganization Agreement”) with KKR Management, KKR Associates Holdings and certain other parties to undertake a series of integrated transactions, which were partially completed on May 31, 2022. In addition, on December 31, 2026, subject to exceptions that would accelerate this date, the KKR Public Company will (i) eliminate the Series I preferred stock held by KKR Management, (ii) establish voting rights for the KKR Public Company’s common stock on a one vote per share basis, including with respect to the election of directors, and (iii) acquire control of KKR Associates Holdings. Additional information regarding the Reorganization Agreement is provided in the KKR Public Company’s current public filings under the Securities Exchange Act of 1934, as amended. Further information can be found in KKR & Co.’s Annual Report on Form 10-K for the fiscal year that ended December 31, 2025, filed with the SEC on February 27, 2026, and its other periodic filings with the SEC, which are available at www.sec.gov. Nature of KKR Credit’s Clients KKR Credit provides investment management, advisory and administrative services directly and indirectly through KKR Credit Managers. KKR Credit generally provides these services (i) through affiliated general partners or managing members (“KKR Credit GPs”) and/or through KKR AIM, as applicable, in respect of investment funds, and dedicated investment vehicles established for institutional investors and certain high net worth investors sponsored and managed by KKR Credit (“KKR Credit Funds”), (ii) as adviser to the RICs (including Business Development Companies (“BDCs”)), (iv) as adviser to a number of CLO vehicles, (v) as sub-adviser to discretionary accounts established for third party institutional investors, (vi) as adviser to side-by-side vehicles that are established primarily for the benefit of KKR Credit and KKR employees, KKR Advisors, Senior Advisors, Executive Advisors, Industry Advisors, KKR Capstone and executives and certain other persons associated with KKR (“Manager Co-investment Vehicles”), and (vii) as adviser directly to other institutional clients, including U.S. and non-U.S. pension plans and sovereign wealth funds (“Other Clients”), pursuant to contractual relationships, such as investment management agreements. KKR Credit Funds are typically U.S. and non-U.S. investment limited partnerships, companies, limited liability companies and other vehicles that are not registered or required to be registered under the Investment Company Act with the exception of the RICs. The offering of the securities of the KKR Credit Funds are also typically not required to be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) with the exception of certain RICs. For purposes of this brochure, the term “KKR Credit Funds” includes the RIC. KKR Credit Funds and the Other Clients are collectively referred to in this brochure as KKR Credit’s “Clients.”
KKR has entered into investment management agreements with various Global Atlantic Accounts (as defined in Item 11) which were approved by applicable insurance regulators. KKR Credit U.S. and KKR Credit Singapore provide investment management services to Global Atlantic Accounts through subadvisory agreements with KKR. Unless otherwise specified herein, Global Atlantic Accounts are included in the definition of Other Clients. Please see Item 11 – “Allocations of Investment Opportunities – Global Atlantic” for further information. KKR Credit U.S. also provides sub-advisory services to statutory trusts that are registered under the Investment Company Act as non-diversified, closed-end management investment companies that operate as interval funds, and certain investment funds and investment vehicles established and managed by KKR, including an Australian listed investment trust which is listed on the Australian Securities Exchange. Additionally, KKR Credit U.S. provides sub-advisory services to certain non-diversified closed-end management investment companies registered under the Investment Company Act of 1940 that operate as interval funds and are managed by an unaffiliated third-party investment adviser. KKR Credit also, through KKR Credit GPs, provides certain operational and administrative services to co-investment vehicles that are not advisory clients of KKR, such as syndicated capital co-investment vehicles and syndication sidecars, as described in Item 11 – Allocation of Investment Opportunities, through which third-party investors coinvest alongside KKR Credit Funds and Other Clients. No Adviser participates as a manager in any wrap fee programs. Investment Mandates The terms upon which an Adviser serves as investment manager or adviser of a Client are established at the time each Adviser establishes its relationship with the relevant Client and are generally set out in the governing documents that the Advisers enter into with respect to the relevant Client. The terms are disclosed in the offering document, disclosure documents, or agreement applicable to the relevant Client. These terms, which vary among the Advisers and each Client, could limit the investments that an Adviser can invest on behalf of the relevant Client based on security classes, geographies, concentration limits, leverage limits and/or other criteria, among others. With limited exceptions in connection with certain sub-advisory relationships, the Advisers generally do not manage client assets on a non-discretionary basis as of December 31, 2025, although certain clients have consent, or opt-out, or opt-in rights with respect to certain investments.
Item 5. Fees and compensation
General Each Adviser (including, where applicable, KKR Credit GPs) generally receives management fees, carried interest allocations and/or performance fees in connection with the investment management and administrative services that it provides to Clients. Certain co-investment vehicles and Manager Coinvestment Vehicles (as defined in Item 6 – Performance-Based Fees and Side By Side Management), as discussed in Item 6, are not subject to such fees and/or carried interest allocations.
Read the rest of Item 5 (14,975 more words)
The allocation of a portion of the profits of a KKR Credit Fund, whether allocated to the capital account of a KKR Credit GP or distributed to a KKR Credit GP is referred to herein as “carried interest.” Management fees, carried interest, performance fees and other compensation payable to KKR Credit (including KKR Credit GPs) by KKR Credit Funds or Other Clients together with other terms governing the management of KKR Credit Funds or Other Clients by KKR Credit, are established by KKR Credit at the time of the establishment of the relevant KKR Credit Funds (and negotiated with participating investors prior to their investment) or at the beginning of the advisory relationship with the relevant Other Clients,
as applicable. Specific details of such compensation and its method of calculation are set out in the offering materials, disclosure documents, advisory agreements, investment management agreements and/or governing documents of the relevant KKR Credit Funds or Other Clients and vary among KKR Credit Funds or Other Clients. Fee terms of KKR Credit Funds or Other Clients will not generally be changed during the term of the relevant relationship. The share of compensation earned by KKR Credit or its affiliates in respect of a KKR Credit Fund or Other Client varies among investors in such KKR Credit Fund pursuant to the terms of the governing documents, side letter agreements or other arrangements with specific investors in such KKR Credit Fund whereby such investors receive direct or indirect reductions of management fees or other compensation otherwise payable with respect to their investments managed by KKR Credit. For example, each of KKR Credit, and KKR has entered into, and intends in the future to enter into, strategic partnerships or other multi-strategy or multi-asset class arrangements with investors that commit capital to a range of KKR Credit’s, and KKR’s platform of products, investment ideas and asset classes. Such arrangements generally (subject to applicable terms) include KKR Credit or KKR granting certain preferential terms to such investors, including blended fee and carried interest rates that are lower than those applicable to other investors in a particular KKR Credit Fund and/or investment fund managed by KKR, as applicable, when applied to the entire strategic partnership. Where a strategic investor participates in a KKR Credit Fund, investment fund managed by KKR through a dedicated investment vehicle or account as part of such arrangement, such investment vehicle or account will generally (subject to applicable terms) be granted terms, including management fees or carried interest, that are more favorable than those applicable to other investors. In cases where a strategic investor’s management fees and carried interest are due at the level of such vehicle and account, such terms will generally (subject to applicable terms) include a waiver of management fees and carried interest on such strategic investor’s investment in KKR Credit Funds, investment funds managed by KKR. In addition, where a strategic partner enters into such an arrangement with KKR Credit or KKR, other investors in KKR Credit Funds will not be notified of or receive documentation of such an arrangement. Please see Item 11 – Other Conflicts of Interest for further information regarding strategic partnerships. In addition, KKR Credit enters and is expected in the future to enter into arrangements with one or more third-party sponsors to establish conduit investment vehicles and other dedicated feeder vehicles to facilitate the indirect participation in a KKR Credit Fund by certain “high net worth” investors and other qualified Clients of such sponsor (each a “Dedicated Feeder”). Such third parties are expected to also solicit a direct investment in a KKR Credit Fund by certain of its Clients in consideration of the payment of a placement fee from KKR Credit or such KKR Credit Fund (each, a “Placed Investor”). In connection with the admission of any Dedicated Feeder to a KKR Credit Fund, the applicable KKR Credit GP will determine, in its discretion, whether to aggregate the indirect capital commitments of the investors in such Dedicated Feeder, including, without limitation, for purposes of calculating any reductions in management fees to which such Dedicated Feeder is entitled. In connection with the foregoing, there have been circumstances in which reductions, if any, are provided on an aggregated basis with respect to some, but not all, Dedicated Feeders, which would have the effect of establishing more favorable economic terms with respect to such Dedicated Feeders as compared to those applicable to other comparably sized Dedicated Feeders. Further, reductions in management fees generally do not apply to Placed Investors, but will be granted to Placed Investors at KKR Credit’s sole discretion. KKR Credit does not control the economic terms of such Dedicated Feeders, which are established independently by the relevant third parties and their underlying investors. In certain circumstances, such terms require third parties to use such payments in whole or in part to offset incremental fees and expenses applicable at the level of the relevant Dedicated Feeders or to otherwise pass on such fees and expenses to the benefit of the Dedicated Feeders and their investors. Management Fees
Management fees compensate KKR Credit generally for the various services KKR Credit’s business professionals provide in managing KKR Credit Funds or Other Clients. Typically, KKR Credit U.S. charges management fees at an annual rate of between 0.15% and 1.75% for most KKR Credit Funds or Other Clients. However, KKR Credit Singapore generally charges management fees at an annual rate of between 0.40% and 1.50%, depending on the strategy of the relevant KKR Credit Singapore Fund or Other Client, the amount of assets under management, and the point in time in the life cycle of the account. Management fees may be based on capital committed, net asset value, net invested capital, gross managed assets, aggregate collateral balance, or collateral pledged by the relevant client. For example, for certain KKR Credit Funds, investors in the same fund pay different management fees based on whether they invested in an early or later round of fundraising and the amount of their investment or the amount invested by investors with the same discretionary manager or consultant, with earlier or larger investors (or groups of investors) potentially paying lower management fees than other investors. Management fees may be paid monthly or quarterly in advance or arrears, depending on the KKR Credit Fund or Other Client. KKR Credit will, from time to time, accrue management fees for a given payment period but defer collecting such fees until a later payment period primarily for administrative purposes. KKR Credit generally does not charge interest on such deferred management fees. The KKR Credit GPs generally make capital calls on investors in KKR Credit Funds for the amount of management fees payable by the KKR Credit Funds to KKR Credit and then cause the KKR Credit Funds to pay the amounts received from the investors to KKR Credit, consistent with the governing documents of the KKR Credit Funds. KKR Credit generally invoices Other Clients for management fees. In some cases, management fees due to KKR Credit are deducted from proceeds otherwise distributable to investors in a KKR Credit Fund or Other Client or paid out of the assets of such KKR Credit Fund or Other Client, consistent with the governing documents of such KKR Credit Fund or Other Client. If a KKR Credit Fund obtains a subscription facility, management fees due from a KKR Credit Fund may also be paid by drawdowns by KKR Credit (or relevant KKR Credit GP) under such KKR Credit Fund’s subscription credit facility (which drawdowns are subsequently repaid through capital calls or investment proceeds) if consistent with the governing documents of such KKR Credit Fund or Other Client. For some KKR Credit Funds or Other Clients where management fees are paid in advance with respect to a KKR Credit Fund or Other Client, the terms applicable to the relevant KKR Credit Fund typically do not contemplate repayments of fees to the extent that KKR Credit’s services terminate (or an investor withdraws or redeems its interests in such KKR Credit Fund or Other Client) prior to the end of the relevant payment period. Where management fees are based on committed capital or the remaining invested capital of a KKR Credit Fund, the management fee payable by such KKR Credit Fund will be due to KKR Credit even if the fair value of the relevant remaining investments is below cost or even zero. When calculating the amount of remaining invested capital of a KKR Credit Fund or Other Client, KKR Credit includes any capital contributions used to pay fees or expenses of or relating to a portfolio company, including transaction, acquisition, or other fees paid to KKR Credit or an affiliated or related person thereof. In addition, unless otherwise provided in the applicable governing documents or management agreements of the KKR Credit Funds or Other Clients, or otherwise elected by KKR Credit, partial dispositions, write-downs, write-offs (except to the extent the KKR Credit Fund or Other Client has claimed a worthless securities deduction under section 165(g) of the U.S. Internal Revenue Code of 1986, as amended from time to time), reorganizations, dividend payments or recapitalizations, including dividend recapitalizations, refinancings or other similar transactions of portfolio investments in some situations do not reduce the remaining invested capital for purposes of calculating the management fees under the governing documents of the KKR Credit Funds or Other Clients. These practices involve a conflict of interest and, in certain instances, can result in the management fee base – and thus the management fee – not being decreased when a client or investor could otherwise expect it to be decreased.
Management fees payable to KKR Credit by certain KKR Credit Funds or Other Clients are also offset by certain other compensation received by KKR Credit or its affiliates that relate to the relevant KKR Credit Fund or Other Client and its activities or by certain organizational and other expenses borne by the KKR Credit Fund or Other Client. Certain KKR Credit Funds or Other Clients invest in securities issued by other KKR Credit Funds (including, in particular, CLOs). Management or advisory fees or performance-based compensation received by KKR Credit from such other KKR Credit Funds generally are but might not be related to the investing KKR Credit Fund or Other Client. KKR Credit U.S. receives from each RIC a management fee, payable monthly, at an annual rate between 0.50% and 25ranging from 0.50% to 1.30% of the applicable RIC’s average daily managed assets or as defined in a RIC’s prospectus. Carried Interest Allocations KKR Credit (including the KKR Credit GPs and their jurisdictional equivalents) generally receives carried interest allocations or other performance-related compensation from KKR Credit Funds or Other Clients (other than certain co-investment vehicles and Manager Co-investment Vehicles or Manager Co-investment Vehicles) in connection with its investment management services. For most KKR Credit Funds or Other Clients, carried interest is up to 20% of profits earned by third-party investors on their investments. However, with respect to funds and clients advised by KKR Credit Singapore, the applicable carried interest allocation is generally up to 15% of profits, reflecting jurisdictionspecific practices and client agreements. Carried interest is typically subject to a preferred return hurdle, catch-up allocations, and/or a claw-back mechanism, depending on the specific terms and structure of the relevant KKR Credit Fund or Other Client. KKR Credit GPs generally receive carried interest only upon realization of profitable investments. Investments that are realized early in a fund’s life and generate carried interest could be followed by later losses that reduce or eliminate overall fund profitability. In such circumstances, KKR Credit will typically be required to reimburse (i.e., “claw back”) the appropriate portion of carried interest previously received, net of taxes, to ensure that it does not retain more than the agreed-upon share of profits under the governing documents. With respect to KKR Credit Funds structured as hedge funds and other comparable open-ended investment vehicles, KKR Credit receives performance fees based on realized and unrealized profits generated by such KKR Credit Fund in the relevant performance period. The terms of such KKR Credit Funds will typically not require any reimbursement or claw-back of performance fees if such unrealized profits are reversed in whole or in part during subsequent performance periods however in order for performance fees to be earned in subsequent performance periods, previous negative performance will need to be recovered, consistent with the terms of the organizational documents with respect to such KKR Credit Funds. KKR Credit U.S. does not receive any performance fees with respect to the RICs. KKR Credit also receives a performance participation allocation from many of its open-ended or evergreen vehicles subject to a preferred return and a high-water mark. These fees, known as “Fee Related Performance Revenues,” are (i) expected to be received from KKR Credit’s investment funds, vehicles and accounts on a more recurring basis and (ii) not dependent on a realization event involving investments held by the investment fund, vehicle or account. Fee Related Performance Revenues are structurally distinct from traditional carried interest and are earned primarily from certain K-Series vehicles (as defined in Item 7) and other open-ended or evergreen vehicles and paid in kind.
Portfolio Company-Related Fees In addition to management fees for operating KKR Credit Funds or Other Clients, KKR Credit or its affiliates, from time to time, receive fees for work on the development and execution of core strategies for portfolio companies and for projects to increase portfolio company value. The Portfolio Company-Related Fees described in this section are generally applicable to KKR Credit U.S. Funds and Other Clients and KKR Credit Singapore Funds and Other Clients. These fees are often borne by (i) a specific portfolio company, (ii) holding companies or other vehicles through which certain, but not all, of the direct and indirect equity and/or debt owners of the portfolio company invest or (iii) a specific KKR Credit Fund or Other Client and can be broken down generally into two categories: shared fees and non-shared fees (see discussion below). When such fees are borne by holding companies or other vehicles or by a specific KKR Credit Fund or Other Client, such KKR Credit Fund or Other Client will bear a greater portion of such fees than would be the case if the relevant portfolio company paid such fees as only the investors in the holding company (or KKR Credit Funds or Other Client) will bear the cost of such fees. In addition, if a portfolio company is unable to pay or declines to pay for certain services (including services rendered by Consultants (defined below) or Affiliated Brokers), then the relevant KKR Credit Fund or Other Client, as applicable, will be charged for such services, which will also result in a greater portion of such fees being borne by such KKR Credit Fund or Other Client than would otherwise have been the case. A portion of the shared fees is generally offset against management fees payable by KKR Credit Funds or Other Clients, while non-shared fees do not reduce management fees. The overall amount of shared fees will also be reduced by certain sourcing and diligence expenses incurred by KKR Credit in pursuing unconsummated transactions for KKR Credit Funds or Other Clients. Portfolio company-related fees are paid regardless of a KKR Credit Fund or Other Client’s profitability and are not negotiated with investors in KKR Credit Funds or Other Clients, and will often be capitalized as part of the acquisition price of the relevant investment for consummated investments. Shared Fees Shared fees are fees for KKR Credit services, which offset management fees paid by KKR Credit Funds or Other Clients, and include transaction, monitoring, break-up and directors’ fees. KKR and its affiliates charge monitoring fees and transaction fees to portfolio companies, which are not generally negotiated on an arm’s length basis. KKR Credit Funds and Other Clients indirectly bear the costs of these fees. KKR Credit or its affiliates receive “monitoring fees” in exchange for providing KKR Credit portfolio companies with management, consulting, financial and other services. Monitoring fee agreements are typically renewed automatically on an annual basis and typically include multiple fee increases during their term. A portfolio company’s EBITDA (earnings before income, taxes, depreciation, and amortization) is generally taken into account in determining the amount of applicable monitoring fees. Monitoring fees are frequently based on a percentage of EBITDA or a specific dollar amount. On the occurrence of initial public offerings, sales or other change of control events related to the relevant company, KKR (or an affiliate) is typically entitled to all unpaid monitoring fees plus any unreimbursed expenses plus the net present value of future monitoring fees that would otherwise be payable by the relevant portfolio company (the “NPV Payment”). The NPV Payment is based on the net present value of the monitoring fees payable over a future fixed period calculated using discount rates equal to the yield on U.S. Treasury securities of like maturity based on the dates the fee payments would have been due. The fixed period of time used in the net present value calculation will typically be tied to the term of the relevant KKR Credit Fund or portfolio investment or in more recent agreements, a period within that term; however, in certain instances the calculation period has exceeded the relevant KKR Credit Fund’s (or investment’s)
term. Under more recent monitoring fee agreements for portfolio companies of KKR Credit Funds and Other Clients, the fixed period of time used in the NPV Payment calculation described above will be the lesser of (i) the remaining term of the relevant monitoring agreement (the term for each monitoring agreement generally will be fixed as the end of the last year of a KKR Credit Fund’s term) and (ii) threeand-a-half-years from the date of termination of the monitoring agreement (the three-and-a-half-year-period reflects the average length of time that it took for KKR Credit’s recent mature private equity funds to exit portfolio companies fully following an initial public offering or strategic sale where the fund continued to own securities, reflecting what KKR Credit believes is a reasonable approximation for the average number of years during which KKR Credit has historically remained actively involved with such companies). An NPV Payment will generally only be taken in respect of a portfolio company or other issuer where KKR Credit (or KKR or another affiliate) expects to continue to provide ongoing services and advice to the issuer after there has been an initial public offering, sale or other change of control event. As such, an NPV Payment generally will only be taken if (i) the relevant KKR Credit Fund, Other Client, co-investment vehicles and KKR Credit proprietary entities retain, directly or indirectly, 10% or more of the stock or other equity interests in the issuer (or the surviving entity) immediately following the relevant event and (ii) an employee of KKR Credit, KKR or another affiliate or a co-investor employee or designee serves or is expected to serve as a member of, or observer at, the board of directors or similar governing body of the issuer (or the surviving entity) (or in the absence of such service or expected service, KKR Credit, KKR or another affiliate retains the right to appoint or nominate such a director or observer) immediately following the relevant event. The contractual provisions described above and the KKR Credit methodology are amended from time to time, in KKR Credit’s sole discretion. KKR Credit or an affiliate (including KKR) also receives transaction fees for the work performed by KKR Credit or such affiliate in structuring investments in portfolio companies and with respect to significant transactions or exits for those portfolio companies or portfolio investments. Transaction fees are received in connection with the same portfolio company in which payments under a monitoring fee agreement are received. KKR Credit and its affiliates, such as an Affiliated Broker, have and could also receive fees in respect of administrative services provided to loan syndicates lending to the KKR Credit Fund or Other Client portfolio companies. Transaction fees are calculated as a percentage of the total enterprise value, or as a percentage of the aggregate price paid for the securities that are acquired by a KKR Credit Fund or Other Client. KKR Credit or its affiliates also from time to time receive “break-up” or similar fees in connection with unconsummated, canceled or terminated portfolio transactions. The agreements relating to the relevant transaction generally specify the amount and timing of such fees and such agreements generally contain conditions or limitations on such payment to KKR Credit or its affiliates. KKR Credit periodically discloses to investors in certain KKR Credit Funds and Other Clients, if applicable, the amount of monitoring fees, transaction fees and break-up fees allocated to the KKR Credit Funds or Other Clients in which they have invested. Monitoring fees (including NPV Payments) and transaction fees are generally allocated among KKR Credit Funds, Other Clients and Manager Co-investment Vehicles (and other participating KKR proprietary entities and co-investment vehicles, if applicable) based on ownership of the relevant portfolio company or investment to which they are charged. The amount of break-up fees is generally allocated among KKR Credit Funds, Other Clients, Manager Co-investment Vehicles (and other participating KKR proprietary entities and co-investment vehicles, if applicable) based on the anticipated ownership of the relevant company or investment had the transaction been consummated. If the expected equity source is not known for such deal, the waterfall methodology for allocating sourcing and diligence expenses for the identified strategy of such deal will generally be used to allocate the breakup fee. In addition to the fees described above, certain officers and employees of KKR Credit (“Employees”) currently receive and are expected in the future to receive directors’ fees for serving on the boards of KKR Credit portfolio companies, holding vehicles and other entities in or through which KKR Credit Funds or Other Clients invest. These directors’ fees are generally offset against KKR Credit Fund management fees.
Such management fee offsets are not applicable to directors’ fees paid to KKR Capstone executives (as defined below) who serve on the boards of KKR Credit portfolio companies and such directors’ fees are permitted to be retained in whole or in part by the KKR Capstone executives. Management fees will not be reduced or offset to the extent any Employee (including any KKR Capstone executive) receives directors’ fees relating to the continued director service after a KKR Credit Fund or Other Client has exited a portfolio company or other entity and/or following the termination of such Employee’s or KKR Capstone executive’s employment with KKR. A portion of the monitoring fees, transaction fees and break-up fees allocated to KKR Credit Funds or Other Clients will generally reduce or offset management fees otherwise payable by investors in such KKR Credit Funds or Other Clients as described in the offering materials, disclosure documents and/or governing documents of the relevant KKR Credit Funds or Other Clients. The portion of allocable compensation that reduces or offsets management fees varies between KKR Credit Funds and Other Clients. KKR Credit will retain the portion of such compensation that is allocated to KKR Credit Funds or Other Clients that does not reduce or offset management fees as well as the allocated portion that is attributable to the relevant KKR Credit GP. KKR Credit retains such compensation to the extent it is allocable to Manager Coinvestment Vehicles (except in the case of certain older investment funds managed by KKR and its affiliates) or co-investment vehicles. Fees allocated to co-investment vehicles and Manager Co-investment Vehicles will not be shared and will not offset the management fees payable by KKR Credit Funds or Other Clients. In addition, KKR Credit and its affiliates will from time to time receive origination fees, arranging fees, structuring fees and similar fees from portfolio companies or issuers in or through which KKR Credit Funds or Other Clients invest for originating, arranging or structuring debt financing in respect of such issuers. In negotiating originated loans and certain other originated credit investments on behalf of KKR Credit Funds or Other Clients, KKR Credit or its affiliates have the ability to negotiate the payment of arranging and other transaction-related fees by the relevant counterparty to KKR Credit and its affiliates and/or an original issue discount (“OID”). In such circumstances, KKR Credit will face a conflict of interest to the extent that a portion of any arranging or transaction-related fees payable to KKR Credit and its affiliates is retained by KKR Credit and its affiliates, whereas any OID provided by the relevant counterparty would solely benefit a KKR Credit Fund or Other Client. The treatment of such fees, including the extent to which they offset management fees, is determined by the offering materials, disclosure documents and/or governing documents of the relevant KKR Credit Fund or Other Client. Non-Shared Fees In addition to the shared fees described above, KKR Credit and its affiliates, and other Consultants (each defined below) will also receive fees for services provided to portfolio companies. KKR Credit Funds and Other Clients indirectly bear the cost of these fees. Such fees do not offset management fees due from KKR Credit Funds or Other Clients. Examples of non-shared fees for services include fees for third-party replacement services (i.e. fees received by KKR’s Consultants and Affiliated Brokers that would otherwise have been provided by other Consultants or broker dealers). In addition, KKR Credit and its affiliates will also from time to time enter into participation or other “backto-back” arrangements with third parties that provide services and products directly to or with respect to KKR Credit Funds and Other Clients and their portfolio companies, holding vehicles and other entities in or through which KKR Credit Funds and Other Clients invest and KKR Credit will receive fees from the third party in connection with such activities. Under these arrangements, although neither KKR Credit nor its affiliates will receive fees directly from KKR Credit Funds, Other Clients or their portfolio companies, holding vehicles and other entities in or through which KKR Credit Funds and Other Clients invest, KKR Credit or its affiliates could be viewed as indirectly receiving such fees from a KKR Credit Fund, Other
Client or their portfolio companies or holding entities. Such fees do not offset management fees or carried interest distributions due from KKR Credit Funds or Other Clients. KKR Credit and its affiliates have an incentive to select third parties that are likely to engage KKR Credit and its affiliates in such arrangements. Please see also Item 11 – “Financial Interest in KKR Credit Fund, Portfolio Company or Other Client Transactions”. Fees Paid to KKR Capstone and Other Consultants KKR Capstone Americas LLC (collectively with its related parties, “KKR Capstone”) provides consulting services to KKR and KKR Credit, investment funds managed by KKR and its affiliates and KKR Credit Funds, Other Clients and portfolio companies, holding companies and other entities (including noncontrolled entities) in or through which KKR Funds, KKR Credit Funds, Other Clients and KKR Credit invest. KKR Capstone provides value creation services to portfolio companies that KKR and KKR Credit’s investment professionals do not otherwise provide, including, without limitation, replacement services. KKR Capstone executives are expected to receive compensation in the form of (x) grants of equity in one or more of the parent entities of KKR (including equity awards from the KKR Public Company, which has listed certain securities on the NYSE), and/or (y) a portion of the carried interest distributions received by KKR GPs that are part of KKR’s “carry pool.” and/or (z) a profits interest in individual portfolio companies or assets of KKR Credit Funds or Other Clients. KKR Capstone executives could serve on the boards of directors of the portfolio companies of KKR Credit Funds and Other Clients and in such cases will from time to time receive directors’ fees and other compensation (including in the form of fixed and incentive compensation) in connection therewith from such companies. They also serve from time to time as interim executives of portfolio companies and KKR Capstone collects fees via portfolio engagement in connection therewith. Such compensation received by KKR Capstone executives will generally not be shared with KKR Credit Funds or Other Clients or offset against management fees or carried interest distributions payable by KKR Credit Funds or Other Clients. KKR Credit engages persons to provide various consulting services to KKR Credit Funds and other Clients (“Consultants”) including and in addition to KKR Capstone, including, without limitation, for sourcing, operational consulting, industry consulting, asset level consulting and operating services, debt servicing, engineering services, construction management, leasing management, development management, environmental compliance and remediation, purchasing, insurance negotiation and onboarding, and other property management or loan services in the real estate sector, cybersecurity reviews, reviews of sustainability-related issues, and general and administrative services, on terms similar to those described with respect to KKR Capstone. KKR Capstone and other Consultants are often involved in due diligence in connection with KKR Credit’s investment sourcing and portfolio company divestment/exit opportunities. KKR Credit engages and expects in the future to engage particular Consultants for multiple projects related to existing portfolio companies or potential investment opportunities. Consultants have included and could in the future include former employees of KKR Credit or its affiliates. Generally, KKR Capstone and certain other Consultants have master consulting agreements in place with KKR and/or KKR Credit for due diligence work and other projects, including non-implementation advisory or scoping work to identify and evaluate the potential for consulting or similar arrangements with existing portfolio companies and related operational changes and improvements contracted by KKR Credit on behalf of KKR Credit Funds or Other Clients and KKR Capstone have in the past and could in the future enter into engagement letters with KKR Credit Fund portfolio companies, holding companies and other entities (including non-controlled entities) for consulting services provided to such entities. Under those agreements and engagement letters, KKR Capstone and certain other Consultants are generally entitled to fees, other compensation and expense reimbursement (and expenses can be determined as a fixed percentage of KKR Capstone’s fee for a specific engagement). Compensation for KKR Capstone (and other Consultants) will
from time to time include a success fee based on pre-agreed targets or milestones. Capstone administrative fees will be charged for consultants utilized for engagements, such fees are incidental to amounts billed to Funds or PC for services rendered. Such fees and reimbursable expenses and other compensation paid to KKR Capstone and are believed by KKR Credit to be reasonable and generally at market rates for the relevant activities, such compensation is not negotiated at arm’s length and from time to time are in excess of fees, reimbursable expenses or other compensation charged by comparable third parties. However, KKR Capstone periodically conducts fee and rate benchmarking through a third party to confirm and validate that its rates remain generally at or below market and reasonable and customary relative to industry peers. Other companies provide similar services as KKR Capstone and other Consultants, but KKR Credit believes they are less customized to the business of KKR Credit Funds and Other Clients. Fees and compensation and expense reimbursement received by KKR Capstone and other Consultants in connection with their services are generally not shared with KKR Credit Funds or Other Clients or offset against management fees or carried interest distributions payable by KKR Credit Funds or Other Clients. Moreover, under the terms of more recent KKR Credit Funds or Other Clients, fees received by KKR Capstone or any Other Consultant would not be shared with KKR Credit Funds or Other Clients or offset against management fees or carried interest distributions payable by KKR Credit Funds or Other Clients in the event that they were to become a subsidiary or an affiliate of KKR. With respect to operating partners, KKR Credit will generally retain such operating partners on an ongoing basis through a consulting or joint venture arrangement, which involves the payment of annual retainer fees. Further, such operating partners have in the past or may in the future receive success fees, performance-based compensation and other compensation for assistance provided by such operators in sourcing and diligencing investments for a KKR Credit Fund or Other Client and may co-invest alongside KKR Credit Funds and/or Other Clients. Such annual retainer fees, success fees, performance-based compensation and other costs of retaining such operating partners may be borne directly by a KKR Credit Fund or Other Client as fund expenses. Although an operating partner may be providing services on an exclusive basis to KKR Credit, a KKR Credit Fund or Other Client may have acquired an interest in such operating partner, members of such operating partner will not be treated as affiliates of the relevant KKR Credit GP for purposes of the governing documents of the KKR Credit Fund or Other Client. Accordingly, none of the compensation or expenses described above will be offset against any management fees or carried interest distributions payable to KKR Credit or its affiliates in respect of such KKR Credit Fund or Other Client. Such operating partners (including operating partners in which a KKR Credit Fund or Other Client could own an interest) will generally operate assets on behalf of a KKR Credit Fund or Other Client as well as other KKR Credit investment vehicles and may also operate assets for third parties, generally according to similar prevailing rates for such services, although the rates for such services often do not have readily available benchmarks for comparison. For further information, please see also “Platforms, Joint Ventures and Other Portfolio Asset Arrangements” below and in Item 8 – “Operating Partners and Joint Venture Partners.” Affiliated Brokers Affiliated U.S. and non-U.S. broker-dealers of KKR (including their respective related lending vehicles) (or “Affiliated Brokers” as defined in Item 10) manage or otherwise participate in underwriting syndicates and/or selling groups with respect to the securities and/or loans and debt instruments of portfolio companies and other non-controlled entities in or through which certain KKR Credit Funds or Other Clients invest, including in respect of securities or other instruments of such portfolio companies in which KKR Credit Funds or Other Clients have not have invested. Affiliated Brokers also manage or otherwise participate in underwriting syndicates and/or selling groups with respect to securities and/or loans and other instruments held directly or indirectly by certain co-investment vehicles.
Further, Affiliated Brokers will be involved in the public offering or private placement of such securities and/or loans and other instruments, and/or sometimes provide capital markets advisory services to portfolio companies and other non-controlled entities in or through which KKR Credit Funds or Other Clients invest, including in connection with mergers, acquisitions, and restructurings; and will alone, or with other counterparties, which might include other KKR Credit investment vehicles, third party banks or other unaffiliated finance providers, provide acquisition financing, lines of credit and other corporate lending or financing products and services to such entities in addition to financing provided through a KKR Credit Fund’s or Other Client’s investment. Such financing and underwriting services could also be provided to a third party in which a KKR Credit Fund or Other Client (or portfolio company) invests. Affiliated Brokers also provide syndication services to such entities including co-investments in transactions participated in by KKR Credit Funds or Other Clients. Affiliated Brokers will generally receive fees, including underwriting placement fees, syndication fees, financing fees, transaction fees, commissions, underwriting discounts, interest payments and other compensation, payable in cash or securities and/or loans, in respect of the activities described above (as well as the expenses, charges and costs of any benchmarking, verification or other analysis related thereto). Affiliated Brokers from time to time waive such fees. Affiliated Brokers and other KKR entities will, as a consequence of such activities, from time to time hold positions in instruments or securities and/or loans issued by portfolio companies. While such fees, commissions, interest payments and other compensation are believed by KKR Credit to be reasonable and charged at market rates for the relevant activities, such compensation is generally determined through negotiations with related parties. No compensation received by Affiliated Brokers for the foregoing activities is offset against management fees, carried interest distributions payable by KKR Credit Funds or Other Clients or otherwise shared with KKR Credit Funds or Other Clients. Affiliated Brokers do not share in any transaction fees or monitoring fees earned by KKR Credit, which are generally allocated among KKR Credit Funds, Other Clients and Manager Co-investment Vehicles as discussed above. Global Atlantic has a registered brokerdealer, Global Atlantic Distributors, LLC (“GAD”), which constitutes an Affiliated Broker. GAD serves as wholesaler in furtherance of the distribution of several RICs managed by affiliates of KKR Credit and one or more K-Series Vehicles (as defined in Item 7) structured as a U.S. holding company conglomerate. GAD is compensated by an Affiliated Broker for such services. Please see Item 10 – Other Financial Industry Activities and Affiliations for further information regarding Affiliated Brokers. Platforms, Joint Ventures and Other Portfolio Asset Arrangements KKR Credit Funds or Other Clients form, enter into or invest in investment platforms, joint ventures, buildups and other arrangements with third-parties or KKR Credit or its affiliates with respect to specified portfolio investments or categories of portfolio investments. In particular, such KKR Credit Funds or Other Clients invest in opportunities through joint ventures, investment platforms or build-ups that provide one or more of the following services: origination or sourcing of potential investment opportunities, due diligence and negotiation of potential investment opportunities and/or servicing, development and management (including turnaround) and disposition of investments. Such investments in joint ventures, platforms and build-ups are made in or alongside existing or newly formed operators, consultants and/or managers (collectively, “Platform Managers”) that pursue such opportunities. Platform Managers could be established or otherwise invested in by KKR proprietary entities, and these Platform Managers could therefore constitute affiliates of KKR or otherwise represent proprietary interests of KKR. As set forth in the governing documents for such KKR Credit Fund, fees paid to such Platform Manager will not reduce management fees or other fees or carried interest distributions payable to KKR Credit or its affiliates in respect of such KKR Credit Fund. KKR Credit Funds or Other Clients also invest in or own Platform Managers, which involve joint ownership with KKR proprietary entities and/or third-party investors. Similarly, such joint ventures, platforms and build-ups could include capital and/or assets contributed by KKR proprietary entities, KKR Credit Funds or Other Clients and/or Platform Managers and/or third-party
investors, which could include, without limitation, Global Atlantic Accounts (such joint ventures and investments in platforms and build-ups, collectively, “Platform Arrangements”). KKR Credit maintains policies and procedures to provide guidance to its investment professionals regarding the types of investments in Platform Arrangements and Platform Managers that are within the relevant investment strategies of KKR Credit Funds and Other Clients. Platform Arrangements also include certain investment vehicles, including, without limitation, Global Atlantic Accounts, that, directly or indirectly, hold or otherwise participate in aircraft, ships or financial assets or related financing arrangements (“Portfolio Asset Vehicles”) managed in whole or in part by joint venture partners or third party asset administrators, servicers or other persons (collectively, “Asset Servicers”) or otherwise pursuant to arrangements with such Asset Servicers. Asset Servicers are entitled to fees and other expense reimbursements for sourcing such portfolio investments, success fees or carried interest distributions in respect of such portfolio investments and/or other compensation tied to the success of such portfolio investments and/or servicing fees and expense reimbursements for assistance with due diligence of such assets, negotiation of financing relating to asset acquisitions, administration and other services provided in respect of the relevant assets (including in particular asset leasing services provided in respect of hard assets held through such vehicles) (collectively, “Asset Servicing Fees”). KKR Credit determines such compensation is appropriate where KKR Credit believes such Asset Servicers have particular expertise, capability or knowledge with respect to the relevant category of assets, they have sourced such assets, or for regulatory reasons, in order to assist KKR Credit in building relationships that KKR believes to be beneficial to a KKR Credit Fund or Other Client and/or that will create opportunities for future investments or otherwise optimize returns for such KKR Credit Fund or Other Client. Certain Asset Servicers have been established or otherwise invested in by KKR proprietary entities, and such Asset Servicers are therefore affiliates of KKR Credit or otherwise represent the proprietary interests of KKR. For example, affiliates of KKR have made a proprietary investment into a joint venture partnership with a commercial aviation finance company which sources and provides services to investments by certain KKR Funds, KKR Credit Funds and Other Clients, including, without limitation, Global Atlantic Accounts, related to asset leasing arrangements for commercial aircraft, including assistance with sourcing of leasing opportunities and negotiating financing related to such opportunities as well as repurposing and maintenance services. KJRM, which is a proprietary investment of the KKR Public Company, has and is expected from time to time in the future to be engaged to assist KKR in sourcing, executing and managing real estate investments in Japan for certain KKR Funds and Other Clients, and/or to be engaged as an Asset Servicer for such investments. In addition, the JREITs have and are expected from time to time in the future to purchase real property or other assets from (or sell assets to) portfolio investments of KKR Funds or Other Clients, and/or to serve as lessor of such assets in sale leaseback transactions. There is currently minimal overlap between the investment strategies pursued by the JREITs and KKR Funds and Other Clients. However, the JREITs could from time to time participate in certain real estate investment strategies by co-investing alongside KKR Funds or Other Clients, or certain KKR Funds or Other Clients could participate in the JREITs’ investment strategies by co-investing alongside the JREITs. Please see Item 11 – “Allocations of Investment Opportunities – KJRM” for further information. Further, KKR has established KREATE Asset Management Co., Ltd. (“KREATE”) a private asset management company in Korea which offers real estate and credit asset management and operating capabilities to certain KKR Funds and/or KKR Credit Funds and Other Clients and, potentially to third parties not affiliated with, or under control of, KKR. In circumstances where KKR Credit or its affiliates’ proprietary entities hold an economic interest in a Platform Manager or Platform Arrangement, KKR Credit or its affiliates will receive an indirect economic benefit from asset originations and/or services provided by the Platform Arrangement to KKR Credit or its affiliates Funds or Other Clients, and the success of KKR & Co.’s new Strategic Holdings segment (as defined in Item 11 Proprietary Investments), depends in part on the investment performance and level of asset originations and/or services provided by such Platform Arrangements to KKR Credit or its affiliates Funds and Other Clients.
In connection with Platform Arrangements, personnel of platform companies, joint venture companies, partners or Platform Managers or other persons, including personnel of Platform Managers affiliated with KKR, or of other entities formed by KKR Credit or its affiliates to provide services to vehicles in which a KKR Credit Fund or Other Client holds an investment could receive management fees or other fees (including, without limitation, consulting, servicing and/or origination fees), performance-based payments (including, without limitation, carried interest, incentive fees and/or transaction fees), equity (including, without limitation, options, warrants and restricted stock) and/or other compensation (including, without limitation, salaries, bonus, benefits and/or reimbursement of expenses) from Platform Managers or other vehicles which manage or advise such Platform Arrangements or through which such Platform Arrangements invest or conduct their business. Certain Platform Managers provide services exclusively to one or more Platform Arrangements. KKR Credit Funds or Other Clients will bear the expenses of the Platform Arrangements and Platform Managers, such as formation costs, ongoing general or administrative costs (including compensation of related personnel, rent and other overhead), due diligence expenses, working capital costs and other related expenses in connection with backing the Platform Arrangements, and Platform Managers. Such expenses are borne directly by the relevant KKR Credit Funds or Other Clients (or as sourcing and diligence expenses, if applicable) or indirectly as KKR Credit Funds or Other Clients fund the startup and ongoing expenses of a newly formed portfolio company. Although a platform or build up portfolio entity is generally controlled by a KKR Credit Fund or Other Client, the compensation or expenses described above are not expected to be offset against any management or other fees or carried interest distributions payable to KKR Credit or its affiliates in respect of such KKR Credit Fund or Other Client. The services provided by Platform Managers in respect of such Platform Arrangements have been and could be similar to and overlap with services provided by KKR Credit to KKR Credit Funds or Other Clients and a Platform Manager have and could also provide the same or similar services for assets owned by third parties, which could sometimes compete with KKR Credit Funds or Other Clients for investment opportunities. Multiple KKR Credit Funds or Other Clients could invest in the same Platform Arrangements. KKR Credit Funds or Other Clients could potentially realize investments held through Platform Arrangements (in whole or in part) through a sale of all or a portion of such Platform Arrangements or a disposition of assets held through such Platform Arrangements (including a payoff of any loans held through such Platform Arrangements), including to one or more KKR Credit Funds, Other Clients or third parties. Certain Platform Managers and Asset Servicers include former KKR personnel, Senior Advisors or Industry Advisors (each defined below), or KKR Capstone executives, and such individuals are generally permitted to also provide the same or similar services with respect to other Platform Arrangements or Portfolio Asset Vehicles of a KKR Credit Fund or Other Client. In certain instances, KKR Credit will have little influence over certain unaffiliated Platform Managers and Asset Servicers invested in by a KKR Credit Fund or Other Client, and there is no assurance that these investments will benefit such KKR Credit Fund or Other Client, either economically or by achieving access to attractive future investment opportunities. Any compensation paid to Platform Managers or Asset Servicers, including Platform Managers and Asset Servicers that are KKR affiliates and including personnel that are former KKR Credit personnel, Senior Advisors, Industry Advisors, or KKR Capstone executives , will increase the costs of and reduce the KKR Credit Fund’s or Other Client’s returns from the relevant portfolio investments and will not offset carried interest or management fees or any other compensation paid by the KKR Credit Fund or Other Client to the KKR Credit GP. Please see the “Expenses” and “Other” sections below and Item 8 – “Operating Partners and Joint Venture Partners” for further information regarding the payment of fees, other compensation, and expense reimbursement to KKR Capstone, and other Consultants. Loan Servicing and Administrative Services
Affiliates of KKR Credit also engage in loan servicing and other administrative services provided to borrowers, loan syndicates, lenders, and similar arrangements. One or more of such KKR Credit affiliates are generally entitled to provide these services to portfolio companies of KKR Credit Funds and Other Clients and/or to lenders to such portfolio companies and receive or will receive fees in connection with such services. Affiliates of KKR Credit have established K-Star Asset Management LLC (“K-Star”), our wholly-owned subsidiary which serves as a special servicer for certain commercial mortgage-backed securities (“CMBS”) and CLO transactions in which funds and/or accounts managed by our investment adviser subsidiaries have controlling positions. K-Star also provides loan administration services, special servicing, loan or asset resolution, restructuring and other loan-related services (including due diligence, underwriting and surveillance) to certain KKR Credit Funds and vehicles that invest in CMBS, residential mortgage backed securities (“RMBS”), CLO transactions, consumer loans, commercial/residential real estate loans and securities, or to portfolio entities and/or borrowers to which they provide financing or in which they invest (including non-controlled entities) or to lending syndicates in which they participate, and will generally be entitled to servicing and ancillary fees and expense reimbursements for such activities. With the exception of certain older KKR Credit Funds advised by KKR Credit Ireland (in its capacity as a relying investment adviser), generally, any such loan servicing or administration or similar fees received by an Adviser or its affiliates from or with respect to a KKR Credit Fund’s or Other Client’s portfolio companies will not be shared with the KKR Credit Fund or Other Client or offset against management fees or carried interest distributions payable by such KKR Credit Fund or Other Client. The Advisers and their affiliates also receive payments from portfolio companies or from investment vehicles through which KKR Credit Clients invest in portfolio companies. These payments are generally for local administration or management services related to a portfolio company, entity, or investment that (i) is determined by the relevant Adviser to be reasonably necessary in order to achieve a beneficial legal, tax, or regulatory treatment with respect to the relevant investment and (ii) would otherwise be payable to a third party for such services. The amount and timing of the payment of such amounts will be determined by the relevant legal, tax or regulatory treatment that a KKR Credit Fund or Other Client is seeking to achieve, having regard to the circumstances in which such amounts are paid and the jurisdiction of establishment of the relevant portfolio company or intermediary entity. Generally, any such service costs received by an Adviser or its affiliate with respect to a KKR Credit Fund or Other Client will not be shared with the KKR Credit Fund or Other Client or offset against management fees or carried interest distributions payable by such KKR Credit Fund or Other Client. In certain circumstances, KKR Credit will also utilize and provide administrative services to a foreign holding structure which could also result in compensation payable to an Adviser or its affiliates. For example, certain KKR Credit Funds utilize a Singapore holding structure for investments in Asia. Fees earned by an Adviser or another KKR Credit affiliate including administrative or management fees will accrue entirely to the benefit of its KKR Credit-affiliated equity owners, which will not include KKR Credit Funds or Other Clients. Moreover, the remuneration will not offset management fees or carried interest distributions due from KKR Credit Funds or Other Clients. Warehoused Investments KKR Credit Funds or Other Clients have and will acquire one or more portfolio investments acquired by the Advisers or other KKR Credit affiliates prior to the first closing date or subscription period of such KKR Credit Fund or Other Client. KKR Credit or its affiliates receive certain fees, including fees paid to Affiliated Brokers, in connection with any such investments. Subject to any required insurance regulatory approvals and the governing agreements of applicable KKR Credit Funds and Other Clients, Global Atlantic
Accounts will warehouse such portfolio investments for KKR Credit Funds or Other Clients for certain fees. KKR Capstone fees and other Consultants are also paid with respect to such investments. Any fees received by KKR or its affiliates with respect to such investments prior to the date of transfer of such warehoused investments to the relevant KKR Credit Fund or Other Client will generally be retained by KKR Credit or its affiliates and will not be shared with the KKR Credit Fund or Other Client or otherwise reduce management fees payable by the KKR Credit Fund or Other Client to KKR Credit. The decision of the relevant KKR Credit GP or KKR Credit regarding the timing of the first closing date or transfer date of the KKR Credit Fund or Other Client could therefore generally affect the portion of fees received by KKR Credit and its affiliates with respect to the warehoused investments that are shared with the KKR Credit Fund or Other Client and that otherwise reduce management fees payable by the KKR Credit Fund or Other Client to KKR Credit. In addition, the KKR Credit Fund or Other Client could be required to pay an additional amount on the acquisition cost of any warehoused investment equal to a certain percentage per annum from the date of closing of such warehoused investment until the date of transfer of such warehoused investment to the KKR Credit Fund or Other Client. KKR or its affiliates will also make loans to KKR Credit Funds or Other Clients to acquire portfolio investments prior to the KKR Credit Fund or Other Client obtaining a subscription facility, and subject to any required insurance regulatory approvals and the governing agreements of applicable KKR Credit Funds and Other Clients, Global Atlantic Accounts will serve as a lender in such circumstances. The decision of the KKR Credit GP or KKR Credit regarding the timing of the transfer of the warehoused investment to the KKR Credit Fund or Other Client will therefore affect the quantum of the foregoing additional amount that is paid by the KKR Credit Fund or Other Client to KKR Credit or its affiliates. Senior Advisors, Executive Advisors, Industry Advisors and Other Consultants Senior advisors (“Senior Advisors”), executive advisors (“Executive Advisors”), and industry advisors (“Industry Advisors”) are typically senior business leaders who provide advisory and consulting services to KKR, KKR Credit, investment funds managed by KKR and its affiliates, KKR Credit Funds, Other Clients and portfolio companies of the foregoing. Senior Advisors, Executive Advisors, and Industry Advisors are engaged as consultants rather than employees of KKR or KKR Credit and are compensated for services provided in relation to KKR, KKR Credit, investment funds managed by KKR and its affiliates, KKR Credit Funds, Other Clients and such portfolio companies. A significant portion of the compensation and reimbursement of expenses paid to Senior Advisors, Executive Advisors, Industry Advisors and other Consultants are allocated to investment funds managed by KKR and its affiliates, KKR Credit Funds or Other Clients as expenses, and as a result, these items are described in detail below under Expenses – Senior Advisors and Industry Advisors. Senior Advisors, Industry Advisors and other Consultants also receive compensation and expense reimbursement for providing services to portfolio companies, which includes compensation for services on boards of directors, compensation for service as interim executives and consulting related compensation, which involves both fixed and incentive compensation. Accordingly, KKR Credit Funds and Other Clients indirectly bear the cost of such compensation and expense reimbursement. Such compensation and expense reimbursements are not offset against management fees or performance-based compensation paid by KKR Credit Funds or Other Clients. Compensation and expense reimbursement received by Senior Advisors, Executive Advisors and Industry Advisors do not offset management fees payable by KKR Credit Funds and Other Clients. Please see the “Expenses” section below for further information regarding allocation to KKR Credit Funds or Other Clients of compensation and other payments received by Senior Advisors and Industry Advisors.
KKR Advisors KKR advisors (“KKR Advisors”) are individuals who were former employees of KKR within the past 5years that are subsequently engaged as consultants for KKR or its affiliates. Compensation of KKR Advisors is not generally borne by KKR Credit Funds or Other Clients. However, KKR Advisors serve on the boards of portfolio companies, or are otherwise engaged to provide services to portfolio companies, of KKR Credit Funds or Other Clients and any fees paid to KKR Advisors by portfolio companies, such as director or consulting fees, will not be shared with or credited against any management fees payable by KKR Credit Funds or Other Clients. Former KKR or KKR Credit employees have and could also join a portfolio company (including a joint venture between a KKR Credit Fund or Other Client and a third party manager or other persons) as full time employees of such portfolio company and any compensation received by such former employees will not offset management fees payable by the applicable KKR Credit Fund or Other Client. Such individuals may serve in board or advisory capacities at portfolio companies and may receive fees for such roles. These fees will not reduce or offset management fees payable by the applicable fund or client. Expenses Three general categories of expenses are allocated to and among KKR Credit Funds or Other Clients, coinvestment vehicles, and Manager Co-investment Vehicles as further detailed in “Allocation of Investments” section below and certain KKR proprietary entities. These categories are discussed below under: (1) fund organizational and administrative expenses; (2) sourcing and diligence expenses; and (3) oversight expenses. The offering and governing documents of each KKR Credit Fund or Other Client contain more detailed information on the type of expenses that will be charged to such KKR Credit Fund or Other Client. In addition to calling capital to pay expenses, KKR Credit (or an affiliate) from time to time advances funds on behalf of KKR Credit Funds or Other Clients for the payment of expenses and then be reimbursed through a reduction of current income or gain or subsequent distributions by the relevant KKR Credit Fund or Other Client (or subsidiary of a KKR Credit Fund or Other Client) or by reducing the amount of monitoring fees, transaction fees and break-up fees allocable to such KKR Credit Fund or Other Client that would otherwise reduce management fees. When a portfolio company bears an expense directly, each direct and indirect equity owner of such company will indirectly bear a portion of such expenses. Expenses are also reimbursed to KKR Credit by portfolio companies, with the same effect. However, expenses are also borne by (i) holding companies or other vehicles through which certain, but not all, of the direct and indirect equity owners of the portfolio company invest or (ii) a specific KKR Credit Fund or Other Client. When such expenses are borne by such holding companies or other vehicles or by a specific KKR Credit Fund or Other Client, such KKR Credit Fund or Other Client will bear a greater portion of such expenses than would be the case if the relevant portfolio company paid such expenses as only the investors in the holding company (or KKR Credit Fund or Other Client) will bear the cost of such expenses. Fund Organizational and Administrative Expenses These expenses are related to the organization, operation and administration of KKR Credit Funds or Other Clients and are not directly related to sourcing investments or to any particular portfolio company. These include expenses related to activities, operations, meetings, and the eventual termination and liquidation of KKR Credit Funds or Other Clients. Examples of organizational expenses are legal, accounting, and filing expenses incurred in connection with the organization and establishment of any KKR Credit Fund and the related KKR Credit GP, and the marketing and offering of interests in such KKR Credit Fund or Other
Client, including commissions, costs, fees, and expenses of any placement agent or finder and legal, accounting, filing, capital raising, travel (including first or business class airfare and black car service) and accommodation (including first class lodging), printing and other similar costs, fees, and expenses. Certain KKR Credit Funds or Other Clients have and could pay the cost of the fund administration services KKR Credit employees provide (including compensation otherwise payable by KKR Credit), and/or internal costs (including compensation and overhead costs) attributable to certain Consultants. Such services typically consist of services that would otherwise be provided by a third-party whose fees, costs, and expenses would be paid by the KKR Credit Fund or Other Client. Investors in KKR Credit Funds (other than Manager Co-investment Vehicles, which do not bear management fees) or Other Clients will receive a reduction in management fees in respect of offering and organizational expenses in excess of specific amounts as described in the offering materials, disclosure documents and/or governing documents of the relevant KKR Credit Fund or Other Client. KKR Credit or one or more of its affiliates will generally bear the allocable share of organizational costs and other expenses attributable to Manager Co-investment Vehicles without seeking reimbursement from such vehicles. In addition, organizational expenses of a feeder fund (other than a Manager Co-investment Vehicle) investing in any KKR Credit Fund have and could be borne by such KKR Credit Fund or such feeder funds, as specified in the offering materials, disclosure documents and/or governing documents of the relevant KKR Credit Fund. Examples of direct and indirect operational and administrative expenses that fall within this category are professional fees directly attributable to a specific KKR Credit Fund or Other Client, such as legal fees and audit fees; insurance premiums; fund borrowings; indemnification obligations; expenses relating to legal and regulatory compliance; fees, costs and expenses relating to the administration of any fund and its assets, including without limitation those incurred in connection with the preparation of financial statements, tax returns, K-1s, administration of assets, financial planning and treasury activities; fees, costs and expenses incurred in the preparation of and providing access to fund reports and information (including through websites or other portals) and related operational, secretarial or postage expenses (including technology and other administrative support); general and administrative costs (including salary, bonus, benefits and an allocated portion of overhead of certain Employees); compensation and expenses of Senior Advisors, Executive Advisors, and Industry Advisors; fees, other compensation and expenses of KKR Capstone, and other Consultants; principal, interest on and fees and expenses arising out of, all fund borrowings; the costs of advisory committee meetings and the annual investors conference (or other investor meetings) and portfolio management committee meetings for the relevant KKR Credit Fund or Other Client (including costs and expenses of meals, events, entertainment and travel and accommodation costs of KKR Credit personnel, Senior Advisors, Industry Advisors, KKR Advisors and employees of other Consultants attending such meetings); fees, costs and expenses incurred in connection with any amendments, restatements or other modifications to, or the monitoring of compliance with, fund agreements, side letters (including “most favored nations” provisions) and other constituent or related documents of the relevant KKR Credit Fund or Other Client or KKR Credit GP (including costs and expenses relating to investor and advisory committee consent, waiver or similar acknowledgment solicitations, and the preparation of compliance checklists and other comparable compliance and compliance monitoring-related materials); fees, costs and expenses relating to procuring, developing, implementing or maintaining information technology, data subscription and license-based services, including computer software and hardware, electronic equipment or information technology services purchased from third party vendors related thereto, risk analysis tools, research publications, materials, equipment and services, computer software or hardware and other electronic equipment used in connection with a fund and its operation, administration and investment activities and otherwise used in connection with providing services to a KKR Credit Fund or Other Client; expenses of any actual or potential litigation or other dispute or investigation or inquiry related to any KKR Credit Fund or Other Client or any actual or potential portfolio investment (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation and
the appointment of any agents for service of process on behalf of such KKR Credit Fund, Other Client, KKR Credit or investors and other extraordinary expenses related to any KKR Credit Fund or Other Client or such portfolio investments (including fees, costs and expenses classified as extraordinary expenses under generally accepted accounting principles in the U.S.). This list is not intended to be exhaustive; other situations and expenses could arise in the course of operations of KKR Credit Funds or Other Clients. KKR Credit Funds or Other Clients will also pay comparable costs, fees and expenses relating to any feeder funds (other than a Manager Co-investment Vehicle), alternative vehicles, portfolio companies or entities through which a KKR Credit Fund or Other Client invests that are not otherwise borne by such entities. KKR Credit Fund and Other Client expenses and the repayment of any borrowings incurred by a KKR Credit Fund or Other Client are allocated against and satisfied from investment proceeds received by such KKR Credit Fund or Other Client in a manner reasonably determined by the KKR Credit or the applicable KKR Credit GP. Generally, out-of-pocket expenses associated with completed portfolio investments are expected to be reimbursed to KKR Credit by the seller or the portfolio company or capitalized as part of the acquisition price of the transaction. As noted above, certain KKR Credit Funds or Other Clients will also pay or otherwise bear the costs and expenses associated with administration of KKR Credit Funds, Other Clients and their assets, including allocable compensation and overhead of applicable KKR Credit employees (the “Applicable Employees”). Applicable Employees estimate their time engaged in a variety of matters that can be generally categorized as relating to (i) administration of KKR Credit Funds and Other Clients, (ii) administration of KKR Credit Fund or Other Client assets, and (iii) administration of non-KKR Credit Fund or Other Client-related activities. The time estimates are aggregated for all Applicable Employees across the categories for purposes of calculating the portion of the aggregate compensation and overhead of all Applicable Employees that is allocable to the applicable KKR Credit Fund or Other Client, which, for the avoidance of doubt, is limited to clauses (i) and (ii). KKR Credit bears the portion of compensation and overhead of Applicable Employees that is allocable to non-fund related activities (if any). Compensation of each Applicable Employee will generally include three elements: (a) salary and cash bonus; (b) payroll taxes and (c) healthcare and other benefits costs. Overhead will generally include rent, property taxes and utilities that are allocable to workspaces and shared spaces used by Applicable Employees. KKR Credit determines compensation of Applicable Employees in accordance with internally established methodologies. KKR Credit does not obtain pricing information from unaffiliated third-party service providers and accordingly compensation and overhead of Applicable Employees charged to a KKR Credit Fund or Other Client could be in excess of the cost of comparable services if they were to be provided in an arm’s length transaction. While the KKR employee group included in the scope of Applicable Employees is generally limited at present to finance, tax, legal, compliance, technology, public affairs, client partners group, client services, sustainability, and operations, KKR Credit expects from time to time, to expand the scope of Applicable Employees to apply to additional KKR Credit employees (or categories of personnel) devoting time to fund administration matters, including potentially in-house attorneys, compliance professionals, accountants and tax advisers engaged in legal and regulatory compliance. Sourcing and Diligence Expenses These expenses relate more generally to investment sourcing and diligence for a particular investment strategy and include fees, costs and expenses of identifying, investigating (including conducting diligence with respect to), evaluating, structuring and negotiating potential investments for such strategy. The largest category of sourcing and diligence expenses are those expenses incurred with respect to the pursuit of particular investments that are never actually consummated. Examples of such “broken deal” expenses include fees and expenses of any legal, financial, accounting, consulting or other advisors or lenders, investment banks and other financing sources in connection with arranging financing for transactions that
are not consummated; any travel and accommodation expenses; and any deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, unconsummated transactions. Other sourcing and diligence expenses include certain organizational expenses (for example, those related to the establishment of a multi-investment arrangement for a strategy); legal, accounting and other professional fees and expenses; travel costs (including first or business class airfare, lodging (including first class lodging), ground transportation (including black car services), and premium meals; costs and expenses of attending trade association meetings, conferences or similar meetings to source and evaluate investment opportunities; fees and expenses of consultants (including Senior Advisors, Executive Advisors and Industry Advisors, KKR Capstone and other Consultants); and costs and expenses of research and technology (including costs of specialty data subscription and license-based services and risk analysis software).These expenses are allocated to the KKR Credit Funds and Other Clients (and if applicable, certain KKR proprietary entities) that participate in the relevant investment strategy. The proportion of such expenses allocated to any relevant KKR Credit Fund, Other Client or KKR Credit proprietary entity varies from period to period, but as a general matter, the significant majority of such expenses will typically be borne by the primary investment vehicle for such strategy, which is generally the KKR Credit Fund that has a minimum investment right in relation to investment opportunities within the relevant strategy. Transaction expenses for consummated investments not reimbursed by a third party are generally allocated based on the percentages of the investment held by the relevant KKR Credit Funds or Other Clients. Oversight Expenses These expenses are incurred in connection with the oversight of portfolio companies and other issuers of portfolio investments. Examples of expenses that fall within this category include: travel expenses (including first or business class airfare, premium lodging and ground transportation, such as a black car service) for an Employee to attend a board of directors meeting of a portfolio company, directors’ fees, KKR Capstone (and other Consultant) fees, other compensation and expenses for services provided to or on behalf of a portfolio company, expenses relating to the disposition or management of the portfolio investment, portfolio company consulting fees, expenses, equity grants and other compensation of Senior Advisors, Executive Advisors, or Industry Advisors, KKR Capstone, and other Consultants for services provided to a KKR Credit portfolio company, and fees and expenses of any other consultants, counsel, accountants or other experts for services provided to (or on behalf of) a KKR Credit portfolio company. Other examples include: (i) brokerage commissions, clearing and settlement charges, investment banking fees and expenses, bank charges, placement, syndication and solicitation fees, arranger fees, sales commissions, bridge financing expenses (which in certain cases will be payable to another KKR Credit Fund or Other Client co-investing in the bridged transaction or to KKR Credit or an affiliate, including KKR entities, in each instance to the KKR entity that provides bridge financing to the relevant KKR Credit Fund or Other Client) and other investment, execution, closing and administrative fees, costs and expenses of portfolio companies; (ii) costs (including administrative and filing fees) of maintaining the holding structure for portfolio investments; (iii) portfolio and risk management expenses (including hedging transactions and related costs); (iv) anti-money laundering and anti-bribery, corruption and other compliance costs; (v) sustainability-related costs; (vi) cybersecurity costs; (vii) expenses of any actual or potential litigation or other dispute or investigation or inquiry related to any portfolio company or any actual or potential portfolio investment (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation and the appointment of any agents for service of process on behalf of such portfolio company or KKR) and other extraordinary expenses related to any portfolio investments (including fees, costs and expenses classified as extraordinary expenses under generally accepted accounting principles in the U.S.); and (viii) expenses related to industry conferences directly related to a particular portfolio company or portfolio investment.
Oversight expenses are from time to time paid to KKR Credit affiliates, including Affiliated Brokers and also include amounts for service costs paid to KKR Credit (or any affiliate) by a portfolio company or any entity through which a KKR Credit Fund, Other Clients or KKR Credit Associates or Manager Coinvestment Vehicles (and if applicable, certain KKR affiliated entities and proprietary entities) invests in a portfolio company for local administration or management services related to such portfolio company or entity. Senior Advisors, Executive Advisors, Industry Advisors and Other Consultants The terms of engagement, including the financial package, for Senior Advisors, Executive Advisors, Industry Advisors and other Consultants are generally agreed (“Terms of Engagement”) between the Senior Advisors, Industry Advisors or other Consultants and KKR (or one of its affiliates) at the time of engagement. Terms of Engagement are negotiated individually with each counterparty, depending upon anticipated services, and differ based on the parties to the Terms of Engagement. Terms of Engagement will be updated from time to time, taking into account considerations such as, but not limited to, performance or current market practices for similar consulting services. Senior Advisors, Executive Advisors, and Industry Advisors typically receive a financial package comprised of one or more of the following: (i) an annual fee or retainer, (ii) a discretionary performancerelated bonus, (iii) a portion of the carried interest distributions received by a general partner(s) of a KKR, KKR Credit Fund or Other Client that are part of KKR’s “carry pool,” (iv) grants of equity in one or more of the parent entities of KKR (including equity awards from the KKR Public Company) and (v) an opportunity to invest in KKR or KKR Credit Funds or specific transactions on a no-fee/no-carry basis. Senior Advisors, Executive Advisors, and Industry Advisors are also entitled to reimbursement for expenses incurred while providing services to KKR Credit, KKR, KKR Credit Funds, investment funds managed by KKR and its affiliates, Other Clients and their portfolio companies. Senior Advisors, Executive Advisors and Industry Advisors also receive consulting related compensation in the form of fixed and incentive compensation. KKR Credit Funds and Other Clients bear, directly or indirectly, a portion of the costs of consulting services provided by Senior Advisors, Executive Advisors, Industry Advisors or other Consultants. KKR Credit will generally seek to engage Senior Advisors, Executive Advisors, and Industry Advisors and other external Consultants on the basis of the overall quality of advice and other services they provide as well as cost. Such external Consultants, however, will often charge rates or establish other terms in respect of advice and other services provided to KKR Credit Funds, Other Clients or their portfolio companies that differ from rates or terms applicable to engagements of KKR Capstone or other affiliated Consultants for similar services. KKR Credit allocates Senior Advisors, Executive Advisors, Industry Advisors or other Consultants compensation (i.e., the annual fee and cash bonus) and expense reimbursement according to how the relevant Senior Advisor or Industry Advisor spends his or her time. The time of each Senior Advisor, Industry Advisor or Other Consultant is allocated on a quarterly basis among three general categories: (i) investment sourcing activities (which are allocated as sourcing and diligence expenses (see description above of such expenses)); (ii) activities related to monitoring or working with portfolio companies (which are allocated as portfolio company-related expenses (see description above of such expenses); and (iii) KKR Credit related activities, such as meetings with investors and strategic planning, expenses of which are borne by KKR Credit or its affiliates and not KKR Credit Funds or Other Clients. The expenses related to equity grants in one or more of the parent entities of KKR Credit have historically been borne by KKR (or one of its affiliates) and not allocated to KKR Credit Funds or Other Clients. The expense created by the payment of a legacy Phantom Equity (described below) grant is borne indirectly by the KKR Credit Funds and Other Clients that participated in the relevant portfolio company.
In addition, some Senior Advisors historically were granted “phantom equity” in certain portfolio companies of investment funds managed by KKR and its affiliates, which is a form of incentive compensation based on the performance of the relevant portfolio company (“Phantom Equity”). Phantom Equity grants were discontinued in 2009; however, certain Senior Advisors, Executive Advisors, Industry Advisors or other Consultants continue to receive payments under legacy grants. Certain Senior Advisors also receive profit participation or similar equity interests in portfolio companies or investment assets and/or a portion of performance-related compensation from certain KKR Credit GPs that in turn receive carried interest allocations from KKR Credit Funds or Other Clients. Senior Advisors, Executive Advisors, Industry Advisors or other Consultants also serve on the boards of directors of KKR Credit Fund or Other Client portfolio companies and could otherwise serve directly as consultants or interim executives to KKR Credit portfolio companies and could receive directors’ fees, consulting fees, equity grants and other compensation in connection therewith from KKR Credit portfolio companies. Such directors’ fees or other compensation earned by Senior Advisors, Industry Advisors or other Consultants do not offset management fees payable by KKR Credit Funds or Other Clients. Certain Terms of Engagement provide KKR the discretion to determine whether this additional compensation paid by KKR Credit Fund portfolio companies will offset the cash compensation to Senior Advisors, Executive Advisors, Industry Advisors or other Consultants will offset the cash compensation paid under the Terms of Engagement, although KKR Credit typically does not offset such cash compensation. Expense Allocation KKR Credit allocates expenses among KKR Credit Funds, Other Clients, and Manager Co-investment Vehicles that participate in a relevant KKR Credit investment strategy. Expenses will also be allocated to those KKR Funds (as defined under Item 10), Other Clients or Stakes and Seeds Funds (as defined in Item 11) that have a right to co-invest alongside or otherwise participate in KKR Credit investments opportunities on an excess capacity basis (“Secondary Accounts”) (as defined under Item 11). Expenses may also be allocated to Manager Co-investment Vehicles where applicable. KKR Credit allocates expenses among KKR Credit Funds, Other Clients and KKR Credit based on the nature of the expenses and from time to time will make corrective allocations if it determines that they are necessary or prudent. Expenses related to due diligence for a potential investment are generally either capitalized, where applicable, as part of the acquisition price of the relevant investment for consummated investments or treated as sourcing and diligence expenses for investments, including those investments that are not consummated. In the event of any error in the calculation of allocable expenses for which reimbursement from KKR Credit Funds or Other Clients is sought, KKR Credit will endeavor to correct such error as soon as reasonably practicable, including by refunding any over-reimbursement or netting such amount out of subsequent amounts payable to KKR Credit. Interest will not accrue on any refunds or additional reimbursement payments to rectify any such error. “Fund Organizational and Administrative Expenses” generally are charged to the KKR Credit Funds, Other Clients or Manager Co-investment Vehicles to which they relate in accordance with the offering and governing documents of each KKR Credit Fund and Other Client. Expenses are charged to KKR Credit Funds, Other Clients, Manager Co-investment Vehicles, Secondary Accounts and KKR proprietary entities based on an allocation methodology that seeks to fairly allocate such administrative expenses among relevant KKR Credit Funds or Other Clients, Manager Co-investment Vehicles and KKR proprietary entities. For fund organizational and administrative expenses not directly attributable to a certain vehicle, the allocation methodology is based on their respective proportionate share
of assets under management and management fee revenues. If not directly attributable, these expenses are allocated based on each vehicle’s proportionate share of assets under management and/or management fee revenues. “Oversight Expenses” are charged to the portfolio company to which they relate, or, if not, are generally allocated based on percentages of the investment held by the relevant KKR Credit Funds and Other Clients, Manager Co-investment Vehicles, Secondary Accounts (as defined in Item 11) as well as KKR proprietary entities, co-investment relationships including third party co-investment relationships (“Third Tier Accounts”) (as defined in Item 11), Manager Co-investment Vehicles and other participating entities to the extent applicable. When the portfolio company bears an expense directly, each direct and indirect equity owner of such company will indirectly bear a portion of such expenses. However, expenses could be borne by (i) holding companies or other vehicles through which certain, but not all, of the direct and indirect equity owners of the portfolio company invest or (ii) a specific KKR Credit Fund, Other Client, KKR Associates Vehicle, KKR proprietary entity or other co-investment relationship, as applicable. When such expenses are borne by such holding companies or other vehicles or by a specific KKR Credit Fund or Other Client, such KKR Credit Fund or Other Client will bear a greater portion of such expenses than would be the case if the relevant portfolio company paid such expenses as only the investors in the holding company (or the relevant KKR Credit Fund or Other Client, as applicable) will bear the cost of such expenses. Transaction expenses for consummated investments will typically be borne by the relevant portfolio company or a related investment vehicle through which the investment is made and capitalized as part of the acquisition price of the relevant transaction to the extent not reimbursed by a third party. In addition, ongoing expenses that are specific to a portfolio company are borne by the relevant portfolio company. “Sourcing and diligence expenses” are generally attributable to the KKR Credit Funds, Other Clients Manager Co-investment Vehicles, and KKR proprietary entities that participate in the relevant investment strategy for which the particular investment opportunity relates. For consummated transactions, these expenses are generally charged to the portfolio company or issuer to which they relate, or, if not, are generally allocated based on percentages of the investment held by the relevant KKR Credit Funds, Other Clients, Manager Co-investment Vehicles, Secondary Accounts and KKR proprietary entities, as well as other co-investment relationships that have participated in the consumated transaction as applicable. Sourcing and diligence expenses for unconsummated, or “broken” transactions above an established materiality threshold, are generally charged pro rata to KKR Credit Funds, Other Clients and Manager Coinvestment Vehicles, and KKR proprietary entities participating in the relevant investment strategy for which the particular investment opportunity relates, as well as charged to Secondary Accounts, Manager Co-investment Vehicles and KKR proprietary entities, which have and will co-invest alongside or otherwise participate in certain KKR Credit investment opportunities. The allocation is based on actual or historical participation in the relevant investment strategy for which the particular investment opportunity relates. Sourcing and diligence expenses for unconsummated, or broken transactions, below the materiality threshold, are generally charged to KKR Credit Funds, Other Clients Manager Co-investment Vehicles and KKR proprietary entities participating in the relevant strategy for which the particular investment opportunity relates based on several factors, including but not limited to such KKR Credit Funds, Other Clients and Manager Co-investment Vehicles available capacity for the relevant investment strategy based on their respective governing documents and investment mandate as well as their current net asset value, as applicable.
Because KKR Credit does not source investment opportunities generally within a strategy on behalf of third-party investors who invest on a deal by deal or “syndicated” basis, KKR Credit does not allocate sourcing and diligence expenses to syndicated capital co-investment vehicles or syndication side cars. Captive Insurance KKR Credit and its affiliates, KKR Credit Funds, Other Clients and/or their portfolio entities could, in certain circumstances, self-insure through a captive insurance company (the “Captive”) owned entirely by one or more of such participants. An affiliate of KKR Credit could provide oversight of the Captive’s management, sit on the boards of the Captive’s cells, provide a guarantee for a letter of credit to help capitalize the Captive, own one or more cells (including the central cell) and receive a fee based on a percentage of the premiums. A Captive’s “cells” are risk-bearing entities consisting of a core or central cell and an indefinite number of individual cell entities which are kept legally separate and insulated from the liabilities of each other. An individual “cell” is an insurance facility that can be utilized by a single company to underwrite its specific risks. A third-party insurance services firm, a portfolio entity of a KKR Credit Fund or Other Client and/or a KKR Credit affiliate could provide brokerage, placement, administration and insurer management services to the Captive. The fees and expenses of the Captive, including insurance premiums and fees paid to its manager, will be borne by KKR Credit Funds, Other Clients and/or their respective affiliates and portfolio entities pro rata based on estimates of insurance premiums that would have been payable for each party’s respective assets, as benchmarked against amounts paid by or to third parties where practicable, and are paid by each participant annually. While KKR Credit Funds and Other Clients do not expect to provide any funding in addition to such annual contribution, it is possible that each member of the Captive, including any relevant KKR Credit Fund and its portfolio entities, is required to make additional capital contributions in certain circumstances. This arrangement, if implemented, is expected to provide a KKR Credit Fund with greater control over its insurance programs and reduce overall costs of insurance through efficiencies and lower insurance costs. A KKR Credit Fund, however, could be negatively affected to the extent there are disproportionate losses incurred on assets held by other KKR Credit Funds or Other Clients participating in the Captive, including through increased future premiums or the lost ability to recoup capital contributions, and there can be no assurance that the arrangement will not result in under- or over-allocation of costs to a KKR Credit Fund relative to other KKR Credit Funds or Other Clients or that different allocations or arrangements than those provided above would not result in a KKR Credit Fund and its portfolio entities bearing less (or more) premiums, deductibles, fees, costs and expenses for insurance policies. The Captive could engage a portfolio entity of a KKR Credit Fund or Other Client to provide corporate support services in respect of the Captive’s activities (including assisting with Captive structuring, related insurance brokerage and placement and oversight and administration of claims). In connection therewith, such portfolio entity is expected to earn commissions for such services related to the Captive’s insurance programs and could earn additional commissions during each such policy year. Any such services and fees are in addition to any services provided and fees received by KKR Credit and its affiliates. Other Portfolio companies or portfolio investments of KKR Credit Funds or Other Clients are counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other KKR Credit Funds or Other Clients (for example, a portfolio company of a KKR Credit Fund has retained a portfolio company of another KKR Credit Fund to provide services or acquires an asset from such portfolio company). Generally, transactions between portfolio companies of KKR Credit Funds or Other Clients (or KKR Credit) would not give rise to a conflict of interest as these transactions are typically negotiated between members of management of the portfolio companies that are independent of KKR Credit and without the participation of KKR Credit. Where KKR Credit determines that there is a conflict, including when members of management are not sufficiently independent of KKR Credit, KKR Credit will take
actions to resolve the conflict, in accordance with its established policies and procedures for addressing conflicts, including potentially having other independent parties approve the transaction. Other agreements, transactions and arrangements among portfolio companies involve fees, servicing payments, rebates, discounts and/or other benefits to KKR Credit and its employees(including KKR Capstone). For example, KKR Credit and its affiliates encourage portfolio companies to enter into agreements regarding group procurement and/or vendor discounts. In certain cases, KKR Credit and its affiliates (including KKR Capstone) also participate in these agreements, and realize better pricing or discounts as a result of the participation of portfolio companies. Certain of these agreements provide for commissions or similar payments and/or discounts or rebates to be paid (directly or indirectly) to KKR Capstone, a portfolio company, KKR Credit (or one of its affiliates), or Other Consultant. Fees, payments, rebates, discounts and other benefits paid or otherwise provided by portfolio companies pursuant to these arrangements are not subject to management fee offsets or otherwise shared with KKR Credit Funds or Other Clients. Under these arrangements, one particular portfolio company might benefit to a greater degree than the other participants in the arrangements, and the KKR Credit Fund(s) and/or Other Client(s) that own an interest in such portfolio company will receive a greater relative benefit from the arrangement than other KKR Credit Funds or Other Clients that do not own an interest in such portfolio company. KKR Credit or its affiliates, or the officers, directors and employees of KKR or its affiliates from time to time hold equity or other investments in companies or businesses that provide services or goods to or otherwise contract with portfolio companies of KKR Credit Funds or Other Clients, subject to KKR Credit’s policies and procedures for addressing conflicts. Payments made by portfolio companies for such services, goods or contracts will not offset management fees payable by KKR Credit Funds or Other Clients. In addition, portfolio companies of KKR Credit Funds or Other Clients make discounts and other benefits available to employees of KKR Credit and its affiliates and to Consultants, Senior Advisor, Industry Advisors and KKR Advisors and other persons associated with KKR with respect to products or services offered by such companies. Furthermore, airline travel or hotel stays incurred as KKR Credit Fund or Other Client expenses typically result in “miles” or “points” or credit in loyalty/status programs, and such benefits or discounts will, whether or not de minimis or difficult to value, inure exclusively to KKR Credit and/or its personnel (and not KKR Credit Funds, Other Clients or portfolio companies) even though the cost of the underlying service is often borne by the KKR Credit Funds, Other Clients or portfolio companies. The amount of such discounts and other benefits will not offset management fees payable by KKR Credit Funds or Other Clients. KKR Credit also earn fees as a result of its subsidiaries’ providing loan servicing or asset leasing services to certain KKR Credit Funds or Other Clients that invest in loan participations or certain hard assets (or to related portfolio companies or lending syndicates), which fees are shared with the relevant KKR Credit Funds or Other Clients, depending on the applicable offering materials, disclosure documents, investment management agreements and/or governing documents. In connection with the management and oversight of the KKR Credit Funds and Other Clients, neither KKR Credit nor any of its supervised persons accept compensation from third parties for the sale of securities and/or loans or other investment products except as described above.
Item 6. Performance-based fees and side-by-side management
As noted in Item 5 – Fees and Compensation above, KKR Credit (including the KKR Credit GPs) generally receives carried interest allocations and fees from KKR Credit Funds or Other Clients. From time to time, KKR Credit has an incentive to favor, or take increased investment risk with respect to KKR Credit Funds or Other Clients from which it receives higher carried interest allocation (or which are subject to lower
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preferred return hurdles) or higher fees over KKR Credit Funds or Other Clients from which lower or no carried interest allocation or fees is received (and notwithstanding that such accounts do not give rise to carried interest allocations, KKR Credit in any event will in certain cases have an incentive to favor a certain KKR proprietary entity over any other KKR Credit Fund or Other Client). KKR Credit has in place policies and procedures to address these conflicts, including policies and procedures designed to ensure allocation of investment opportunities among all client and KKR proprietary entities on a fair and equitable basis, taking into account the client’s investment objectives. These policies and procedures are described in more detail below in Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. KKR Credit advises certain KKR Credit Funds that are either feeder funds investing in other KKR Credit Funds or side-by-side vehicles investing alongside other KKR Credit Funds established primarily for the benefit of Employees, Senior Advisors, Industry Advisors and KKR Advisors and certain other persons associated with KKR and KKR Credit (including, without limitation, executives of KKR and KKR Credit portfolio companies, external consultants, service providers and their affiliated entities) (“Manager Coinvestment Vehicles”). Manager Co-investment Vehicles are not subject to management fees or carried interest allocations but are generally allocated monitoring fees, transaction fees, break-up fees and other similar fees based on their respective ownership (including indirect ownership through KKR Credit Funds) of the portfolio company or investment as discussed above in Item 5 – Fees and Compensation (except in the case of investments made alongside certain older KKR Credit Funds). KKR Credit or its affiliates retains such compensation to the extent it is allocable to Manager Co-investment Vehicles (except in the case of investments made alongside certain older investment funds managed by KKR and its affiliates). KKR Credit or its affiliates bears the allocable share of KKR Credit Fund organizational costs and other expenses on behalf of the Manager Co-investment Vehicles. As the investment activities of these vehicles are implemented indirectly through the other KKR Credit Funds in which they invest or alongside other KKR Credit Funds, as applicable, KKR Credit does not view these arrangements as giving rise to the types of conflicts of interest described above.
Item 7. Types of clients
KKR Credit provides investment management, advisory and administrative services, as described above in response to Item 4 – Advisory Business, to the KKR Credit Funds and Other Clients. With limited exceptions (including, currently, with respect to KKR Credit Funds established as RICs and Manager Co-investment Vehicle), investment in KKR Credit Funds is generally only available to institutional investors and certain high net worth investors that are “accredited investors” and “qualified purchasers” or in the case of Employees, “knowledgeable employees”, within the meaning of the Securities Act and the Investment Company Act, as applicable.
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KKR Credit Funds or Other Clients, from time to time, have a specified minimum investment amount as set forth in their offering materials, disclosure documents and/or governing documents. These minimum amounts generally are subject to discretion, on the part of KKR Credit or the relevant KKR Credit GP, to permit investments of a smaller amount generally or with respect to any investor. Investment minimums and the circumstances under which they are waived are set forth in their respective offering materials, disclosure documents and/or governing documents. A broad range of U.S. and non-U.S. institutional investors, including, among others, governmental and corporate pension and profit-sharing plans, endowments and foundations, insurance companies, financial institutions, sovereign wealth funds, funds of funds, private wealth and other third party distribution platforms and certain high net worth individuals and family offices, invest in KKR Credit Funds and Other Clients. Additionally, Employees and other persons associated with KKR Credit and/or its affiliates and portfolio companies, including, for example, current or former portfolio company executives, and certain KKR proprietary entities, make capital contributions to KKR Credit Funds, generally though special
purpose vehicles set up as feeder funds that invest in those KKR Credit Fund, or alongside KKR Credit Funds, including, in particular, Manager Co-investment Vehicles. Some of these investment vehicles accept qualified individual (non-institutional) investors primarily sourced through third party brokerage firms, banks, third-party feeder providers, and independent investment advisors (“K-Series Vehicles”). Certain of the K-Series Vehicles advised by KKR Credit affiliates have been structured as RICs, BDCs, or as holding company conglomerates that are structured and operated in reliance on exclusions from the definition of “investment company” under the Investment Company Act. Given the large number of investors, U.S. K-Series Vehicles are typically registered under the Securities Exchange Act of 1934, as amended.
Item 8. Methods of analysis, investment strategies and risk of loss
Investment Strategies and Methods of Analysis The investment strategies employed by KKR Credit (US) in respect of the KKR Credit (US) Funds or Other Clients focus, primarily, on global leveraged credit strategies, such as leveraged loan and high yield bond strategies, alternative credit strategies (including mezzanine and mezzanine-like instruments, junior debt, special situation instruments, structured and illiquid credit, asset based lending and direct senior loan origination and related instruments), preferred equity, equity, and real assets. Certain KKR Credit (US) Funds might also accommodate co-investments alongside investment funds managed by KKR and its affiliates, including private equity funds and funds that invest in real assets.
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In pursuit of these strategies, KKR Credit (US), on behalf of KKR Credit Funds or Other Clients, from both a long or short investment perspective, will sometimes invest in a broad range of securities and/or loans and other financial instruments including: U.S. and non-U.S. debt securities and/or loans including public and privately placed corporate and government bonds and other debt securities, equity securities, hybrid securities, stock market indices, exchange traded funds, convertibles, asset backed and other structured debt securities, emerging market debt, warrants, bank loans and participations in bank loans, direct lending loans, accounts receivable loans, repurchase agreements, foreign currency and interest rate forward contracts, swap agreements (including credit default swaps), options, commodities, futures contracts on intangibles and interests in partnerships investing in oil and gas and real estate interests and other derivative or synthetic investment instruments, and joint venture equity investments. The investment strategies employed by KKR Credit Singapore in respect of the KKR Credit Singapore Funds or Other Clients focus, on (a) private credit opportunities, including direct lending, which focuses primarily on originated secured first lien financings, including stretch senior and unitranche investments, capital solutions, which focuses on originated second lien, mezzanine and other junior capital investments with debt-like characteristics, and collateral-backed opportunities, which focuses on debt instruments originated against financial assets, hard assets or structured credit, typically targeting more developed credit markets; and (b) liquid credit investment opportunities through investment in a diversified portfolio of financial instruments throughout the Asia-Pacific credit markets. KKR Credit Singapore Funds might also accommodate co-investments alongside investment funds managed by KKR Credit, KKR and its affiliates including private equity funds and funds that invest in real assets. In pursuit of these strategies, KKR Credit Singapore, on behalf of KKR Credit Singapore Funds or Other Clients, from both a long or short investment perspective, will sometimes invest in a broad range of securities and/or loans and other financial instruments including: U.S. and non-U.S. debt securities and/or loans including public and privately placed corporate and government bonds and other debt securities, equity securities, hybrid securities, stock market indices, exchange traded funds, convertibles, asset backed and other structured debt securities, emerging market debt, warrants, bank loans and participations in bank loans, repurchase agreements, foreign currency and interest rate forward contracts, swap agreements (including credit).
KKR Credit employs both “top-down” and “bottom-up” analyses when making investments. KKR Credit’s top-down analysis involves a macro analysis of relative asset valuations, long-term industry trends, business cycles, interest rate expectations, credit fundamentals and technical factors to target specific industry sectors and asset classes in which to invest. KKR Credit’s bottom-up analysis includes, in the case of credit/debt strategies, a rigorous analysis of the credit fundamentals and capital structure of each credit considered for investment and a thorough review of the impact of credit and industry trends and dynamics and dislocation events on such potential investment. In implementing its strategic investments, special situations, private credit and mezzanine investment strategies, KKR Credit also uses internally developed proprietary industry and company-specific models as a basis for forecasting market and company specific trends. KKR Credit utilizes multiple sources of information in analyzing investments, including financial newspapers and magazines, inspections of corporate activities, research material prepared by others, corporate rating services, annual reports, prospectuses, filings with the SEC, and company press releases. KKR Credit also uses industry magazines, third party consultants, expert networks, lawyers, accountants, asset operators, regulatory filings filed with U.S. and non-U.S. regulators, its global network of contacts at major companies and corporate executives, commercial and investment banks, financial intermediaries, other investment and advisory institutions and its direct and indirect contacts through its affiliation with KKR. KKR Credit employees also participate in on-site visits, industry group and portfolio company management meetings, creditors’ committees, steering committees or on the boards of directors of portfolio companies, which will also be a source of information in respect of such companies subject to policies and procedures related to nonpublic and proprietary information. In addition, KKR Capstone, other Consultants, Senior Advisors, Executive Advisors, Industry Advisors and KKR Advisors often provide supplemental insights to KKR and KKR Credit from a management consulting perspective and from the perspective of a C-level executive (i.e., “chief” executive officers or other senior officers) or board of directors. KKR has a roster of active Senior Advisors, Executive Advisors, and Industry Advisors globally, many of whom have extensive corporate management expertise, having served as Chief Executive Officer, Chief Financial Officer, Chairman of the Board, or other comparable positions at large, industry-leading companies or governmental regulatory agencies. In conducting due diligence on investments in third party funds, KKR Credit will use many of the above due diligence methods, as appropriate, in addition to a detailed review of fund governing documents in conjunction with external counsel and consultants. Material Risks of Significant Investment Strategies The risk factors briefly summarized below are not applicable to all KKR Credit Funds or Other Clients. Such summary does not purport to be a complete list or explanation of the risks involved in an investment in a KKR Credit Fund or Other Client. The offering materials, disclosure documents and/or governing documents of each KKR Credit Fund or Other Client will typically include a more detailed summary of material risks applicable to the KKR Credit Fund or Other Client and its investment strategy and structure and should be read in conjunction with the risks below. Investments and General Risks relating to KKR Credit Funds and Other Clients Investments made by KKR Credit Funds involve a number of material risks including (but not limited to) the risks discussed below. Illiquid and Long-Term Investments Investments in KKR Credit Funds or Other Clients are speculative in nature and require a long-term commitment, with no certainty of return of capital or gains. The investments are expected to be
predominantly private, subordinated, illiquid loans and corporate bonds, in addition to certain equity investments, and there can be no assurance that a KKR Credit Fund or Other Client will be able to generate returns for investors. The realizable value of a highly illiquid investment is often less than its intrinsic value. Furthermore, there are no readily ascertainable market prices for a substantial majority of illiquid investments held by KKR Credit Funds or Other Clients. KKR generally determines the fair value of the investments of KKR Credit Funds in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). U.S. GAAP requires the application of accounting guidance and policies that often involve a significant degree of judgment. These accounting estimates require the use of assumptions, some of which are highly uncertain at the time of estimation and can be incomplete or inaccurate despite our engagement of third parties to assist with certain aspects of our valuations. The amount of judgment and discretion inherent in valuing assets renders valuations uncertain and susceptible to material fluctuations over possibly short periods of time. KKR’s determination of an investment’s fair value may differ materially from the value that would have been determined if a ready market for the securities had existed and the valuations the general partners of other funds or other third parties ascribe to the same investment. There can be no assurance that our policies will address all necessary valuation factors or completely eliminate potential conflicts of interest in such determinations. Although certain investments by KKR Credit Funds and Other Clients generate current income, the return of some or all of their capital and the realization of gains, if any, from an investment generally will occur only upon the partial or complete disposition of such investment, and the timing of and returns that may be generated by such credit dispositions is uncertain. While investments of KKR Credit Funds and Other Clients can generally be sold at any time, realization events such as sales typically only occur a number of years after the investment is made. KKR Credit Funds and Other Clients will generally not be able to sell securities and/or loans comprising an investment publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. In addition, in some cases, a KKR Credit Fund or Other Client will be prohibited by contract from selling certain securities and/or loans for a period of time, which will restrict their ability to exit the relevant investment and sometimes means that the KKR Credit Fund or Other Client is unable to take advantage of favorable market prices when doing so. In view of such limitations on liquidity, which are illustrative and not exhaustive, KKR Credit Funds or Other Clients will generally not be able to realize on an investment until the sale of such investment. Furthermore, such illiquidity sometimes continues even if the underlying portfolio companies or other relevant issuers obtain listings on securities exchanges. There can be no assurance that a KKR Credit Fund or Other Client will be able to dispose of its investments at any particular price and at the time it wishes to do so, and investors should expect that they will likely not receive a return of some or all of their capital for a long period of time even if the valuations of the investments of the KKR Credit Fund or Other Client in which they are invested appreciate. Valuation Risk KKR Credit Funds and Other Clients will rely on the relevant KKR Credit GP or KKR Credit and its affiliates, as applicable, for valuation of their assets and liabilities. KKR Credit Funds and Other Clients will primarily hold securities and/or loans and other assets that will not have readily ascertainable market values. In such instances, the relevant KKR Credit GP or KKR Credit will determine the fair value of such securities and/or loans and assets in its reasonable judgment based on various factors and in reliance on internal pricing models, in accordance with KKR Credit’s valuation policies and procedures. KKR Credit makes use of, and relies on, valuation information and data developed and provided by certain third parties. Such valuations sometimes vary from similar valuations performed by other independent third parties for similar types of securities or assets. In addition, KKR Credit Funds and Other Clients rely on the valuations or valuation information provided by, or determined in consultation with, the relevant KKR general partner or KKR and its affiliates, as applicable (for example, when KKR Credit Funds or Other Clients are investing in KKR investment strategies). The valuation of illiquid securities and other assets is inherently subjective
and subject to increased risk that the information utilized to value such assets or to create the price models could be inaccurate or subject to other error. The value of a KKR Credit Fund or Other Client’s portfolio is sometimes also be affected by changes in accounting standards, policies or practices as well as general economic, political, regulatory and market conditions and the actual operations of portfolio investments are not predictable and can have a material impact on the reliability and accuracy of such valuations. The credit markets directly impact the valuations of the credit investments that we (including our insurance subsidiaries) and KKR Credit Funds and Other Clients own. Interest income earned from debt investments with floating interest rates should increase if the applicable benchmark interest rate were to rise, and the reverse is true if the applicable benchmark interest rate were to decline. However, during periods of rising interest rates, the obligor of such floating rate debt may become less able to pay its debt obligations, which could have the effect of impairing the value of its debt obligations. For debt investments with fixed interest rates, changes in interest rates generally will also cause the value of the fixed rate debt to vary inversely to such changes, although any losses or gains would in most cases not be realized if the fixed rate debt is held to maturity. Increased or unexpected payment delinquencies, foreclosures or losses could adversely affect KKR Credit’s or KKR Credit Funds’ and Other Clients’ ability to invest in, sell and securitize loans, which would materially and adversely affect KKR Credit’s or KKR Credit Funds’ and Other Clients’ results of operations, financial condition, liquidity and business. Foreign exchange rates can materially impact the valuations of KKR Credit’s investments that are denominated in currencies other than the U.S. dollar. KKR Credit makes investments and receive capital commitments and have liabilities that are denominated in currencies other than the U.S. dollar. The appreciation or depreciation of the U.S. dollar is expected to contribute to a decrease or increase, respectively, in the U.S. dollar value of our non-U.S. investments to the extent unhedged. For our investments denominated in currencies other than the U.S. dollar, the depreciation in such currencies will generally contribute to the decrease in the valuation of such investments, to the extent unhedged, and adversely affect the U.S. dollar equivalent revenues of portfolio companies with substantial revenues denominated in such currencies, while the appreciation in such currencies would be expected to have the opposite effect. Conditions in commodity markets can also impact the valuations of KKR Credit’s investments in a variety of ways, including through the direct or indirect impact on the cost of the inputs used in their operations, as well as the pricing and profitability of the products or services that they sell. The price of commodities has historically been subject to substantial volatility, which among other things, could be driven by economic, monetary, geopolitical or other factors. Further, if the operating partners for certain of our investments are unable to raise prices to offset increases in the cost of raw materials or other inputs, including the cost of energy and transportation, or if customers defer purchases of or seek substitutes for these products, these investments could experience lower operating income which may in turn reduce their valuation. With respect to KKR Credit’s investments in energy-related companies, when commodity prices decline or if a decline is not offset by other factors, the revenues, operating results, profitability and liquidity of the businesses related to such energy-related companies may be adversely affected. The market values of real estate assets may be adversely affected by a number of factors, including national, regional and local economic conditions; construction quality, age and design; demographic factors; tenant demand, market occupancy and rental rate trends; and capitalization rates. Declining real estate values significantly increase the likelihood that KKR Credit or KKR Credit Funds and Other Clients will incur losses on loans in the event of default because the value of our collateral may be insufficient to cover the costs on the loan. Financial markets and economic conditions are outside our control and may affect the level and volatility of securities prices and liquidity and as a result, the value of our investments and our financial results. In
addition, if KKR Credit is unable to or choose not to manage our exposure to these conditions and/or events and such impact is not otherwise offset, then declines in the equity, commodity and debt markets would likely cause us to write down our investments and the investments of KKR Credit Funds and Other Clients. For example, during the global financial crisis in 2008 and 2009, valuations of our private equity funds declined across all geographies. Due to a wide variety of market factors and the nature of certain securities and/or loans and assets to be held by KKR Credit Funds and Other Clients, there is no guarantee that the value determined by a KKR Credit GP or KKR Credit will represent the value that will be realized by a KKR Credit Fund or Other Client on the eventual disposition of an investment or that would, in fact, be realized upon an immediate disposition of the investment. KKR Credit regularly reports to investors and prospective investors certain metrics of KKR Credit Funds and Other Clients performance, such as rates of return and multiples of money. Such calculations depend on the value of KKR Credit Funds and Other Clients investments, including unrealized investments, and involves uncertainties and subjective determinations, including for difficult to value assets. The amount and timing of carried interest distributions received by KKR Credit or a KKR Credit GP with respect to a KKR Credit Fund or Other Client will depend in part on the valuations of a KKR Credit Fund’s or Other Client’s assets and liabilities. If the valuations made by the KKR Credit GP or KKR Credit are incorrect, the amount of carried interest distributions received by the KKR Credit GP or KKR Credit or the timing of receipt of carried interest distributions would also be expected to be incorrect. The valuations of our investments can be impacted by many other factors unrelated to market or economic conditions, including: (i) global, regional and local events outside of our control, including geopolitical events, natural disasters, and catastrophes; (ii) climate-related risks, including the impacts of changes in the physical climate, such as extreme weather or temperature changes, which may damage physical assets as well as disrupt connectivity and supply chains, in addition to climate-related transition risks that may arise from exposure to the transition to a low-carbon economy through policy, regulatory, technology, market changes, differing perspectives of stakeholders regarding climate impacts, business trends, and changes in consumer behavior related to climate change and technology; and (iii) developments in and adoption of artificial intelligence technologies, which may render existing products, services, or business models of the companies in which we invest to become obsolete, less competitive, or require significant and unanticipated additional investment to remain viable. Due Diligence KKR Credit seeks to conduct reasonable and appropriate analysis and due diligence of its investments based on the facts and circumstances applicable to each investment. The objective of such analysis and due diligence is to identify attractive investment opportunities based on the facts and circumstances surrounding an investment to identify possible risks associated with that investment. When conducting due diligence, KKR typically evaluates a number of important business, financial, tax, accounting, sustainability, technological, cybersecurity, data privacy, regulatory and legal issues, and macroeconomic trends. Consultants, legal advisors, accountants, investment banks and other third parties are generally involved in the due diligence process to varying degrees depending on the type of investment. Involvement of third party advisors or consultants present a number of risks primarily relating to KKR Credit’s reduced control of the functions that are outsourced. In addition, if KKR Credit is unable to timely engage third-party providers, their ability to evaluate and acquire more complex targets could be adversely affected.
When conducting due diligence and making an assessment regarding a public markets investment, KKR Credit relies primarily on publicly available information and resources. In connection with certain alternative credit strategies, KKR Credit also relies on information provided by the target of the investment and, in some circumstances, third-party information. The due diligence that KKR Credit carries out with respect to any investment opportunity will not always reveal or highlight all relevant facts that are necessary or helpful in evaluating such investment opportunity. For some strategies or investment opportunities, our due diligence may be limited to only publicly available information. Accordingly, we cannot be certain that the due diligence investigation that we will carry out with respect to any investment opportunity will reveal or highlight all relevant considerations that may be necessary or helpful in evaluating such investment opportunity, including the existence of contingent liabilities. In addition, instances of fraud and other deceptive practices committed by the management teams of portfolio companies in which a KKR Credit Fund or Other Client has an investment could undermine KKR Credit’s due diligence efforts with respect to such companies. Moreover, such an investigation will not necessarily result in the investment being successful. Conduct occurring at portfolio companies, even activities that occurred prior to a KKR Credit Fund or Other Client investment therein, could have an adverse impact on a KKR Credit Fund or Other Client. Additionally, in connection with the evaluation of potential investment opportunities, KKR Credit engages with individuals retained by expert networks who are under an obligation not to disclose confidential information. KKR Credit seeks to avoid inadvertently obtaining confidential information from such sources and has therefore implemented procedures to mitigate the risk that the use of expert networks could result in the receipt of confidential information by investment professionals. However, no assurance can be made that such individuals do not share confidential information. In such cases, KKR Credit could become restricted from pursuing investments, which could adversely impact on a KKR Credit Fund or Other Client. As a part of due diligence on a potential investment, KKR Credit sometimes invest in the securities or interests of a portfolio company on the basis of the company’s financial projections. Management judgments are generally the basis for projected operating results. Projections are merely estimates of future results based on assumptions made when the projections were developed. There is no certainty that a company will achieve its projected results, and actual results can vary significantly from projections. Unpredictable general economic conditions can have a material adverse impact on the reliability of such projections and the performance of an investment. Instances of bribery, fraud, accounting irregularities, and other corrupt practices can be difficult to detect and may be more prevalent in certain emerging markets. Several KKR Credit Funds or Other Clients invest in emerging market countries that do not have established laws and regulations that are as stringent as in more developed nations, or where there exists insufficient coordination of anti-corruption initiatives and/or other existing laws and regulations are not consistently enforced. For example, KKR Credit Funds invest throughout jurisdictions that have material perceptions of corruption according to international rating standards (such as “Transparency International” and “Corruption Perceptions Index”). Due diligence on investment opportunities in these jurisdictions is frequently more complicated because consistent and uniform commercial practices in such locations may not have developed. Bribery, fraud, accounting irregularities and corrupt practices can be especially difficult to detect in such locations. Accordingly, KKR Credit cannot be certain that the due diligence investigation that it will carry out with respect to any investment opportunity will reveal or highlight all relevant facts (including fraud, bribery and other illegal activities and contingent liabilities) that are necessary or helpful in evaluating such investment opportunity, including the existence of contingent liabilities. KKR Credit also cannot be certain that its due diligence investigations will result in investments being successful or that the actual financial performance of an investment will not fall short of the financial projections KKR Credit used when evaluating that investment.
Additionally, in connection with the evaluation of potential investment opportunities, KKR Credit may engage with individuals retained by certain expert networks, consultants or research firms who are under an obligation not to disclose proprietary and/or confidential information. KKR Credit seeks to avoid inadvertently obtaining proprietary and/or confidential information from such sources and has therefore implemented policies, procedures and processes to mitigate this risk. However, no assurance can be made that consultants of expert networks, consultancy firms or research providers do not share proprietary and/or confidential information. In such cases, KKR Credit will become restricted from pursuing an investment opportunity, which could adversely impact a KKR Credit Fund or Other Client. Further, due to jurisdictional limitations, matters of comity and other factors, the SEC, the U.S. Department of Justice (the “DOJ”) and other U.S. and non-U.S. authorities will be limited in their ability to pursue enforcement or other actions against companies in certain emerging market jurisdictions that engage in fraud or other wrongdoings. For example, in certain jurisdictions, there are significant legal and other obstacles to obtaining information needed for investigations or litigation. Similar limitations also apply to pursuit of actions against individuals in certain emerging markets and other jurisdictions, including officers, directors and individual gatekeepers who could have engaged in fraud or other wrongdoing. Risks Arising from Provision of Oversight Rights KKR Credit Funds or Other Clients sometimes seek or obtain oversight rights with respect to KKR Credit Funds’ or Other Clients’ portfolio companies, and KKR, KKR Credit or KKR Capstone executives and/or Senior Advisors often will serve on the boards of directors of portfolio companies. The designation of directors and other types of participation could expose the assets of a KKR Credit Fund or Other Client to liability for environmental damage, product defects, pension and other fringe benefits, failure to supervise management, violation of laws and government regulations (including securities laws) and other types of liability, for which the limited liability generally afforded to investors could be ignored. Such risks include claims by a portfolio company, its security holders, creditors, governmental authorities, or other third parties, which could exceed the value of a KKR Credit Fund’s or Other Client’s initial investment in that portfolio company. Regulators and courts in some jurisdictions could find a basis for attributing liability to a KKR Credit Fund or Other Client even where the nexus between the KKR Credit Fund or Other Client and the activities at the portfolio company that led to the liability being incurred in the first place are attenuated. While KKR Credit GPs intend to reduce exposure to these risks to the extent practicable, the possibility of successful claims cannot be precluded. From time to time, KKR employees and affiliates serve on the board of directors of one or more KKR Credit Fund or Other Client portfolio company and other issuers in which it invests. Serving in such capacity could give rise to conflicts to the extent that an employee’s fiduciary duties to an issuer as a director conflict with the interests of KKR Credit Funds or Other Clients. In addition, the provision of managerial assistance to a portfolio company could result in KKR Credit Funds or Other Clients being characterized as “a trade or business” for purposes of ERISA controlled group liability, and, in the event that KKR Credit Funds or Other Clients have a significant ownership interest (generally 80% or more) in such portfolio company, there is a potential risk that KKR Credit Funds or Other Clients and such portfolio company could be subject to controlled group liability under ERISA. As a result, such portfolio companies and KKR Credit Funds or Other Clients could be held jointly responsible for certain employee benefit obligations or liabilities under ERISA, including funding obligations to singleemployer pension plans and withdrawal liability from union-sponsored multi-employer pension plans, particularly if the ownership interests of parallel funds and/or related funds or vehicles are required to be aggregated when applying the controlled group ownership tests. Recent legal developments relating to the
controlled group ownership tests, notably Sun Capital Partners v. New England Teamsters and Trucking Industry Pension Fund, indicate that there is an increased risk that courts could conclude that controlled groups exist with respect to such structures. Complex Investments KKR Credit often pursues complex investment opportunities. This can often take the form of substantial business, regulatory or legal complexity that might deter other investment managers. KKR Credit’s tolerance for complexity presents risks, as such transactions can be more difficult, expensive and timeconsuming to finance and execute; it can be more difficult to manage or realize value from the assets acquired in such transactions; and such transactions sometimes entail a higher level of regulatory scrutiny, the application of complex tax laws or a greater risk of contingent liabilities. KKR Credit Fund (and potentially Other Client) transactions involve complex tax structures that are costly to establish, monitor and maintain, and as KKR Credit pursues a larger number of transactions across multiple assets classes and in multiple jurisdictions, such costs will increase and the risk that a tax matter is overlooked or inadequately or inconsistently addressed will increase. Consequently, KKR Credit is subject to the risk of failing to achieve the desired tax benefit or otherwise decrease the returns of KKR Credit Fund and Other Client investments. Changes in law and regulation and in the enforcement of existing law and regulation, such as antitrust laws, data privacy and data protection laws and tax laws, also add complexity and risk to KKR Credit’s investment strategies. KKR Credit also relies on the management of portfolio companies or other third-party operators to provide financial projections and other information about their companies, businesses or assets, which may not be accurate or realistic and thus could result in performance that falls short of expectations. Further, there is a risk that KKR Credit Funds or Other Clients will acquire an investment that is subject to contingent liabilities, which could be unknown to KKR at the time of acquisition or, if they are known to KKR Credit, KKR Credit will not accurately assess or protect against the risks that they present, including, e.g., if we are required to make a representation about an investment and are required to indemnify the purchasers of such investment for misrepresentations. Acquired contingent liabilities could thus result in unforeseen losses for KKR Credit Funds or Other Clients. New Business Opportunities KKR Credit could expand into new investment strategies, geographic markets, businesses, types of investors and investment products. KKR Credit seeks to grow our businesses by, among other things, increasing AUM in existing businesses, pursuing new investment strategies (including investment opportunities in new asset classes), developing new types of investment structures and products (such as publicly listed vehicles, separately managed accounts and structured products), expanding into new geographic markets and businesses and seeking investments from investor bases KKR Credits has traditionally not pursued, such as individual investors. Introducing new types of investment structures and products could increase the complexities and conflicts of interest involved in managing such investments, including ensuring compliance with applicable regulatory requirements and terms of the investment vehicles. There is no assurance that all areas of our business will achieve a satisfactory level of scale and profitability. For example, in February 2026, KKR & Co. announced an agreement to acquire Arctos Partners, an investment management firm that invests in professional sports teams and that provides strategic capital to other asset management firms. The acquisition is subject to the satisfaction or waiver of certain regulatory and specified sports league approvals and other closing conditions. As part of KKR & Co.’s proposed acquisition of Arctos, KKR & Co. has applied for approvals by certain sports leagues as indirect owners of sports teams. Following the closing of the Arctos acquisition, KKR Credit and our investment vehicles and portfolio companies must comply with the league rules applicable to owners. These league rules prohibit or restrict certain investments, for example control investments in gambling businesses or business that
sponsor professional athletes. Complying with these rules could restrict investment opportunities of KKR Credit Funds, Other Clients, or portfolio companies, or raising potential conflicts of interest. Investment Ranking In many cases, the portfolio companies in which a KKR Credit Fund or Other Client invests have, or are permitted to have, outstanding indebtedness or equity securities that rank senior to such investments. By their terms, such instruments generally provide that their holders are entitled to receive payments of distributions, interest or principal on or before the dates on which payments are to be made in respect of such investments. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company in which an investment is made, holders of securities ranking senior to a KKR Credit Fund’s or Other Client’s investment would typically be entitled to receive payment in full before distributions could be made in respect of their investment. Dividends and distributions paid to KKR Credit Funds or Other Clients, as well as fees such as transaction fees and monitoring fees which could be creditable in whole or in part, depending on the applicable terms of the relevant KKR Credit Funds or Other Clients, against management fees payable by KKR Credit Funds or Other Clients, are potentially subject to clawback under various legal theories in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy. In addition, debt investments made by KKR Credit Funds or Other Clients in portfolio companies could be equitably subordinated to the debt investments made by third parties in such portfolio companies. After repaying senior security holders, such companies might not have any remaining assets to use for repaying amounts owed in respect of such investments. To the extent that any assets remain, holders of claims that rank equally with a KKR Credit Fund or Other Client investment would be entitled to share on an equal and ratable basis in distributions that are made out of those assets. Also, during periods of financial distress or following insolvency, the ability of a KKR Credit Fund or Other Client to influence a company’s affairs and to take actions to protect an investment might be substantially less than that of the senior creditors. For investments in companies and assets that are based outside of the United States, greater application of concepts like equitable subordination could, in a bankruptcy or insolvency, result in the subordination of debt or other senior interests held by KKR Credit Funds or Other Clients in circumstances where they also hold equity interests. Investments Longer Than Fund Term KKR Credit Funds and Other Clients will generally be terminated and dissolved in accordance with the provisions set forth in their governing documents, including any permissible extensions of the terms of the relevant KKR Credit Fund or Other Client. KKR Credit Funds and Other Clients might make investments that are not advantageously disposed of prior to the date that a KKR Credit Fund will be dissolved or an Other Client relationship will terminate, as applicable, either by expiration of the term or otherwise pursuant to their governing documents. Limited Number of Investments KKR Credit Funds and Other Clients are permitted to participate in a relatively limited number of investments and, as a consequence, the aggregate return of a KKR Credit Fund or Other Client could be substantially adversely affected by the unfavorable performance of even a single investment. In addition, KKR Credit Funds or Other Clients’ investment programs are often concentrated in a limited number of sectors and geographies and could be further limited due to the limited availability of suitable investment opportunities. During periods of difficult market conditions or slowdowns in certain regions or geographies, the adverse effect on a KKR Credit Fund or Other Client could be exacerbated by the geographic or sectoral concentration of its investments. If a KKR Credit Fund or Other Client is unable to sell, assign or otherwise syndicate out loan, bond or other positions that it holds that are greater than the KKR Credit Fund’s or Other Client’s target positions, such KKR Credit Fund or Other Client will be forced to hold its excess
interest in such investments for an indeterminate period of time. This could result in a KKR Credit Fund or Other Client’s investments being over-concentrated in certain borrowers. To the extent that a KKR Credit Fund or Other Client concentrates investments in a particular borrower, investment, sector or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. In addition, to the extent an investor in a KKR Credit Fund or Other Client is also an investor in one or more other KKR Credit Funds or Other Clients that coinvest alongside each other in a particular investment, such investor’s exposure to and risk of loss with respect to such investment will be further concentrated. In addition, the market, economic and political conditions globally and in the jurisdictions and sectors in which KKR Credit Funds invest will often differ materially from those in which predecessor KKR Credit Funds invested, and therefore the types of investments and their performance could differ materially among KKR Credit Fund vintages. Further, notwithstanding KKR Credit Funds’ and Other Clients’ investment objectives and focus, during the term of KKR Credit Funds and Other Clients, general economic conditions, and other market, political and/or industry-specific developments could change significantly, which could result in KKR Credit Funds or Other Clients targeting significantly different types of investment opportunities than originally anticipated. Investment Leverage; Availability of Financing KKR Credit Funds’ and Other Clients’ investments typically include investments in companies and assets whose capital structures include significant indebtedness (including to the extent KKR Credit Funds or Other Clients hold second-lien debt interests, certain leverage senior to KKR Credit Funds’ or Other Clients’ investment). Such investments are inherently more sensitive to declines in revenues, competitive pressures and increases in expenses and interest rates. A highly leveraged entity or asset often will be subject to restrictive covenants in its lending agreement restricting its activity, or could be limited in making strategic acquisitions, or obtaining additional financing, and will have increased exposure to adverse economic factors such as downturns in the economy or deterioration in the condition of the portfolio company or its industry. To the extent KKR Credit Funds or Other Clients hold second lien or other subordinated debt interests therein, such companies or assets could be subject to restrictive financial and operating covenants in more senior debt instruments and contracts that adversely impact KKR Credit Funds’ or Other Clients’ investments. In addition, leveraged entities or assets could be subject to restrictions on making interest payments and other distributions. If an event occurs that prohibits a portfolio company or other portfolio investment from making distributions for a particular period, this could affect the levels and timing of any returns of a KKR Credit Fund or Other Client. This leverage could result in more serious adverse consequences to such companies or assets (including their overall profitability or solvency) in the event these factors or events occur than would be the case for less leveraged investments. If a highly leveraged company or asset cannot generate adequate cash flow to meet debt obligations, it could default on its loan agreements or bonds or be forced into bankruptcy resulting in a restructuring of its capital structure or liquidation. Furthermore, to the extent companies or assets in which KKR Credit Funds or Other Clients have invested become insolvent, KKR Credit Funds or Other Clients might determine, in cooperation with other debt holders or on their own, to engage, at the KKR Credit Funds’ and Other Clients’ expense in whole or in part, counsel and other advisors in connection therewith. In addition to leverage in the capital structure of companies and other assets, KKR Credit could incur leverage on behalf of KKR Credit Funds or Other Clients. Because KKR Credit Funds and Other Clients typically make equity investments in portfolio companies, the equity securities received by KKR Credit Funds and Other Clients will typically be the most junior or some of the most junior securities in the case of a levered capital structure, and thus subject to the greatest risk of loss in the case of the portfolio company’s financial difficulty, or if an event of default occurs under
the terms of the relevant financing and a lender decides to enforce its creditor rights. Events of default could in some cases be triggered by events not related directly to the borrower itself. A KKR Credit Fund’s or Other Client’s ability to achieve attractive rates of return in many cases will depend on the availability and terms of any borrowings that are required or desirable with respect to its investment strategy. For example, from time to time the market for private equity transactions has been adversely affected by a decrease in the availability of senior or subordinated financings for transactions. A decrease in the availability of financing or an increase in either interest rates or risk spreads demanded by financing sources, whether due to changes in economic or financial market conditions or a decreased appetite for risk by lenders, could also make it more expensive to finance investments by KKR Credit Funds or Other Clients on acquisition and throughout the term of their investment and could make it more difficult to compete for new investments with other potential buyers that have a lower cost of capital. A portion of the indebtedness used to finance investments on acquisition and throughout the term of a KKR Credit Fund’s or Other Client’s investment often includes high-yield debt securities issued in the capital markets. Availability of capital from the high-yield debt markets is subject to significant volatility, and there are times when a KKR Credit Fund or Other Client will not be able to access those markets at attractive rates, or at all, when completing an investment or as otherwise required during the term of the KKR Credit Fund’s or Other Client’s investment. Leverage is also applied with respect to a KKR Credit Fund’s or Other Client’s portfolio in entirety or with respect to one or more investments, and the presence of such borrowings will magnify the volatility of such KKR Credit Fund’s or Other Client’s investment portfolio and could substantially increase the risk profile of a KKR Credit Fund or Other Client and its investments. When existing portfolio companies reach the point when debt incurred to finance those investments matures in significant amounts and must be either repaid or refinanced, those investments could be materially adversely affected if they have generated insufficient cash flow to repay maturing debt and there is insufficient capacity and availability in the financing markets to permit them to refinance maturing debt on satisfactory terms, or at all. If the financing for such purposes were to be unavailable or uneconomic when significant amounts of the debt incurred to finance existing portfolio investments start to come due, these investments could be materially and adversely affected. In the event of default or potential default under applicable financing arrangements, one or more portfolio companies could go bankrupt, which could give rise to substantial investment losses, adverse claims or litigation against KKR Credit or KKR Credit Funds or Other Clients. Any failure by lenders to provide previously committed financing can also expose KKR Credit Funds or Other Clients to potential claims by sellers of businesses which KKR Credit Funds or Other Clients have contracted to purchase. Certain KKR Credit Funds or Other Clients may have exposure to collateralized loan obligation (“CLO”) markets, which may exacerbate risks associated with leverage and borrowing. CLOs generally involve a higher degree of risk than investment grade-rated debt. In many cases, CLO holdings are deeply subordinated, representing the CLO vehicle’s substantial leverage, which increases both the opportunity for higher returns as well as the magnitude of losses when compared to holders or investors that rank more senior in right of payment. During any time that a CLO issuer exceeds applicable contractual limits on certain obligations it can hold, the ability of the CLO’s manager to sell assets and reinvest available principal proceeds into substitute assets is restricted. In such circumstances, CLOs may fail certain overcollateralization tests, which would cause diversions of cash flows away from holders of the more junior notes, which may impact cash flows to KKR Credit Funds or Other Clients. The ability of CLOs to make interest payments to the holders of the senior notes of those structures is highly dependent upon the performance of the CLO collateral. If the collateral in those structures were to experience a significant decrease in cash flow due to an increased default level, payment of all principal and interest outstanding may be accelerated. As a result of their use of large amounts of leverage, CLOs are at greater risk of incurring material losses.
In addition, the leveraged lending guidelines published by U.S. federal bank regulatory agencies and the European Central Bank (“ECB”) (or similar guidelines or restrictions published or enacted in the future) could limit the willingness or ability of banks or other financing sources to provide financing sought by KKR Credit Funds or Other Clients or their portfolio companies, and could result in an inability of a KKR Credit Fund or Other Client or their portfolio companies to establish their desired financing or capital structures. Please see “Credit Facilities; Guarantees; Contractual Obligations” below for further information. Availability of Suitable Investment Opportunities The success of a KKR Credit Fund’s or Other Client’s investment strategy depends on the ability of KKR Credit to identify and select appropriate investment opportunities and to acquire these investments. Over the past several years, a number of private investment vehicles, in particular, have been formed to make investments in similar strategies to KKR Credit Funds and Other Clients (and many such existing entities have grown in size). Additional entities with similar investment objectives also could be formed in the future by unrelated parties. It is possible that competition for appropriate investment opportunities could increase, thus reducing the number of opportunities available to KKR Credit Funds. These competing investors could make competing offers for investment opportunities identified by the KKR Credit GP. In addition, such competition could mean that the prices and terms on which investments are made could be less beneficial to KKR Credit Funds than would otherwise have been the case. Furthermore, the industries and sectors in which a KKR Credit Fund or Other Client invests are highly competitive. KKR Credit Funds and Other Clients compete for investments with operating companies, financial institutions, and other institutional investors as well as traditional and alternative asset manager sponsors of public and private investment vehicles in various asset classes real estate development companies, business development companies, investment banks (including activities conducted by their investment advisers), and commercial finance companies. We compete across expanded investment strategies and asset classes, including traditional private equity, leveraged credit, alternative credit, infrastructure, energy, real estate, growth equity, (including technology, health care, and impact strategies), and core private equity, private equity, hedge, growth equity, venture capital and other investment funds, and this competition could adversely impact the availability of investments and the terms upon which KKR Credit effects and exits them. International Investments KKR Credit Funds and Other Clients invest globally and in emerging or developing market countries (including in Asia, Central and South America, Eastern Europe, countries in the Middle East, including Israel, and Africa). 6 Investments in emerging and developing markets, as well as in certain more developed non-U.S. markets, involve certain factors not typically associated with investing in more developed countries and economies, including, without limitation, risks relating to: (i)
differences between the U.S. and non-U.S. debt markets, including potential price volatility in, and relative illiquidity of, some non-U.S. markets;
(ii)
the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements which could result in unreliable financial information or otherwise
KKR Credit Advisors (Singapore), KKR Credit Advisors (Singapore) Funds and Other Clients invest globally and could invest in Australia and New Zealand, Southeast Asia, India, Japan, Korea and Greater China as well as emerging or developing market countries.
adversely affect the ability to perform due diligence; (iii)
less government supervision and regulation in some countries, which could result in lowerquality information being available and less developed corporate laws regarding fiduciary duties and the protection of investors, less developed bankruptcy laws and difficulty in bringing suit and enforcing contractual obligations;
(iv)
certain economic and political risks, including potential economic, political or social instability, exchange control regulations, restrictions on non-U.S. investment and repatriation of capital (possibly requiring government approval), expropriation or confiscatory taxation, political hostility to investments by foreign investors and higher rates of inflation and reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms;
(v)
unpredictable governmental influence on the national and local economies including the risk of nationalization of key industries or changes in a country’s policies on privatizations;
(vi)
limitations on permissible counterparties in transactions or consolidation rules that effectively restrict the types of businesses in which KKR Credit Funds or Other Clients can invest;
(vii)
risks relating to financial crime laws that are likely to limit investment and capital raising activities and subject KKR Credit Funds or Other Clients to adverse regulatory consequences;
(viii)
fewer or less attractive financing and structuring alternatives and exit strategies;
(ix)
the possible imposition of local taxes on income and gains recognized with respect to investments;
(x)
increased currency, interest rate and credit risks; and
(xi)
different corporate governance frameworks.
In addition, various countries and regulatory bodies from time to time implement controls on foreign exchange and outbound remittances of currency, which could impact not only the timing and amount of capital contributions that are required to be made to KKR Credit Funds and Other Clients but also the value, in U.S. dollars, of the investments and investment proceeds of KKR Credit Funds and Other Clients. For example, China has implemented stricter controls on foreign exchange and outbound remittances. In addition, local authorities in certain emerging markets are often constrained in their ability to assist foreign authorities and foreign investors more generally. The risks of investing in emerging and developing markets, including the risks described above, are usually greater than the risks involved in investing in more developed markets and also increase counterparty risks for investments in those markets. In addition, investor risk aversion to developing or emerging markets can have a significant adverse effect on the value and/or liquidity of investments made in or exposed to such markets and can accentuate any downward movement in the actual or anticipated value of such investments which is caused by the factors described above. Further, the occurrence of war or hostilities in a country in which KKR Credit Funds or Other Clients have an investment could have a material adverse effect on such KKR Credit Funds or Other Clients. These risks have increased in both scale and complexity due to intensifying geopolitical competition and conflicts,
including the ongoing Russian invasion of Ukraine and unrest in the Middle East, heightened geopolitical competition between China and other major world economies, heightened levels of political populism leading to regulatory volatility and increased attention to global threats, including climate change. Most recently, on February 28, 2026, the security situation in the Middle East escalated significantly with the commencement of a major military conflict involving the United States, Israel and Iran, which may cause significant market disruptions and volatility globally, including significant spikes in global energy prices and broader effects on the global economy. These conflicts could result in further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates, exchange controls and financial markets. The severity and duration of the conflict and its impact on global economic and market conditions are impossible to predict, and as a result, present material uncertainty and risk with respect to the operations and investment performance of KKR Credit Funds and Other Clients. Additionally, to the extent that portfolio investments, related customer bases, service providers or certain other parties with which KKR Credit Funds or Other Clients interact have material operations or assets in war affected countries they could be materially adversely affected in relation to the ongoing conflict, which in turn would be expected to adversely affect KKR Credit Funds and Other Clients. Global Limitations on Trade and Foreign Investment The economies of many countries are heavily dependent upon international trade and, accordingly, could be materially and adversely affected by protective trade barriers, exchange controls, managed adjustments in relative currency values and the economic conditions in the countries with which they trade. There is a high degree of government regulation of economics and trade in the financial markets. Moreover, political leaders in the U.S. and certain European nations have in the recent past been elected on protectionist economic policies, fueling doubts about the future of global free trade. The U.S. government, among others, has altered its approach to international trade policy, and in some cases, chosen to renegotiate or potentially terminate certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries. More recently, the U.S. government has implemented and expanded a number of economic and trade sanctions programs and export controls that target Chinese entities and nationals on national security grounds and has imposed restrictions on acquiring and retaining interests in the securities of certain Chinese entities. The U.S. has also enacted rules aimed at restricting China’s ability to obtain advanced computing chips, develop and maintain supercomputers, and manufacture advanced semiconductors, as well as expanded export control laws to reach additional items produced outside of the United States, restricted the ability of U.S. persons to support the development or production of integrated circuits at certain semiconductor fabrication facilities in China, and added new license requirements for certain items destined for China. In return, China has issued rules and laws to counteract the impact of these measures, including by enabling Chinese citizens, legal persons, and other organizations to seek remedies as a result of prohibitions or restrictions on normal economic, trade, and related activities with persons of other countries, and by authorizing the imposition of countermeasures such that a company that complies with U.S. sanctions against a Chinese entity could face penalties in China. China has also instituted tariffs on certain U.S. goods and may impose additional tariffs on U.S. products in the future. Any escalation in an actual or perceived trade war or barriers to investment between the U.S. and other countries or regions could chill or limit business opportunities, and otherwise negatively affect KKR Credit Funds or Other Clients. The value of our investments made by KKR Credit, KKR Credit Funds, and Other Clients can be materially impacted by tariffs, export controls, sanctions, or other governmental actions related to international trade agreements and policies that materially constrain cross-border flows of investment, goods, or data, which have the potential to increase costs, decrease margins, reduce the competitiveness of products and services
offered by portfolio companies and adversely affect the revenues and profitability of portfolio companies, including as a result of the potential imposition of tariffs or tariff increases or other trade restrictions between the United States and its major trading partners. Similarly, escalation in tensions between the U.S. (as well as other major economies) and its major trading partners could contribute to a slowing of global economic growth and adversely affect the revenues and profitability of investments made by KKR Credit, KKR Credit Funds and Other Clients. As noted below in “Market, Economic and Political Risks,” market, economic and political conditions can negatively impact funds such as KKR Credit Funds and Other Clients. Trade tensions, for example, between the United States and China, as well as other countries, give rise to concerns about economic and geopolitical stability and have had and likely will continue to have an adverse impact on global economic conditions. The United States and China have each been implementing a number of tariffs and retaliatory tariffs on a variety of imports from each other targeting a variety of sectors, including aerospace, information and communications technology, industrial machinery, automobiles and agricultural products. The United States has continued to adopt certain targeted measures such as export controls and sanctions implicating Chinese companies and officials (see below “Foreign Direct Investment Considerations including CFIUS”). If trade tensions between the United States and China continue or escalate, or if additional tariffs, trade restrictions, economic sanctions, export controls or retaliatory measures are implemented by the United States, China or other countries in connection with trade disputes or otherwise, there could be material adverse effects on the global economy, and KKR Credit Funds and Other Clients and their portfolio investments could be materially and adversely affected. Foreign Direct Investment Considerations including CFIUS Investments by KKR Credit Funds and Other Clients are often subject to investment-related and competition laws that require pre-closing or post-closing notifications, approvals, or clearances, including under U.S. antitrust laws and national-security-focused regimes such as the U.S. Foreign Investment Risk Review Modernization Act, pursuant to which the Committee on Foreign Investment in the United States (“CFIUS”) has authority to review, block, or impose conditions on investments by non-U.S. persons in U.S. businesses or real assets. Many jurisdictions around the world have similar or comparable antitrust and FDI regimes. Additionally, certain jurisdictions are likely to impose restrictions or prohibitions on businesses making investments in other countries or otherwise restrict investment activities. For example, the U.S. Outbound Investment Security Program imposes notification requirements and prohibitions for certain investments in entities engaged in specified technology sectors outside of the United States. The prospect of review or restrictions under these regimes is expected to narrow the universe of feasible transactions, delay decision-making, or require significant resources to evaluate regulatory risk before KKR Credit can determine whether to pursue an opportunity on behalf of a KKR Credit Fund or Other Client. Determining which investment-related and competition laws and regulations apply to any particular transaction, identifying the applicable filing, notice, approval, or other requirements that are likely to be triggered under such laws and regulations, and ensuring compliance with all applicable requirements can be complex and resource-intensive. Any of the foregoing could reduce the number or attractiveness of investment opportunities available to KKR Credit Funds and Other Clients, increase the time, cost, and complexity associated with evaluating and executing transactions, limit our ability to deploy capital efficiently, adversely impact our competitive positions or otherwise materially adversely affect our investment activities. Failure to comply with these laws and regulations, or allegations of non-compliance, could prevent a KKR Fund or Other Client from completing transactions, and could subject KKR Credit, a KKR Credit Fund or Other Client, and KKR Credit portfolio companies to civil or criminal sanctions, fines, penalties, remediation obligations, restrictions on investment activities, enhanced monitoring or oversight, requirements to divest or restructure investments, and significant reputational harm.
Economic Sanction and Financial Crime Laws KKR Credit, KKR Credit Funds and Other Clients are subject to a wide range of laws and regulations relating to the prevention of financial crime, including anti-corruption, economic sanctions, and anti-money laundering and countering the financing of terrorism (“AML/CFT”) and similar laws and regulations administered by U.S. and non-U.S. governmental authorities. These include, among others, the Foreign Corrupt Practices Act (“FCPA”), economic sanctions and trade control laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of Commerce, and the U.S. Department of State, AML/CFT requirements administered by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), as well as similar laws and regulations administered by non-U.S. authorities, including EU and UK sanctions regimes and the UK Bribery Act. These laws and regulations are complex, may in some cases impose liability regardless of intent or knowledge, may be applied extraterritorially, and may impose overlapping or conflicting requirements, creating significant compliance and enforcement risk. Compliance with financial crime laws can be highly fact-specific and often requires collection of and depends on information regarding counterparties, including ownership structures, business practices, and historical conduct, which may be incomplete, inaccurate, or difficult to obtain, particularly in connection with cross-border transactions or investments in jurisdictions with less developed regulatory regimes. These risks are heightened by KKR Credit’s ownership of, and investment in, portfolio companies operating across numerous jurisdictions and industries. In certain circumstances, KKR Credit or its personnel could be subject to investigations, enforcement actions, or liability arising from the conduct of portfolio companies, joint venture partners, or other third parties, including under theories of control person, successor, aiding-and-abetting, or facilitation liability. In particular, under U.S. economic sanctions, the FCPA and similar laws and regulations, KKR Credit may be held liable for conduct engaged in by portfolio companies or their employees, agents, or intermediaries, including conduct that occurred prior to KKR Credit’s investment or without KKR Credit’s knowledge. Compliance with financial crime laws is required throughout the lifecycle of KKR Credit’s investments on behalf of KKR Credit Funds and Other Clients, including when KKR Credit acquires, holds, and exits or sells investments. In these contexts, KKR Credit must assess whether funds paid or received in connection with an acquisition, financing, or disposition could be transferred, directly or indirectly, to persons or entities subject to sanctions or other restrictions. Limitations on KKR Credit’s ability to obtain complete or reliable information regarding sellers, buyers, beneficial owners, intermediaries, or payment flows, or changes in applicable laws, regulations, or sanctions regimes, may require changes to transaction structures, reduce proceeds, or expose KKR Credit, KKR Credit Funds, and Other Clients to enforcement risk. Compliance with financial crime laws can also have a material impact on KKR Credit’s fundraising, capitalraising, and syndication activities on behalf of KKR Credit Funds and Other Clients, including limitations on the admission of investors into KKR Credit Funds and the participation of co-investors in transactions. In these contexts, KKR may be required to assess the identity, ownership, source of funds, and jurisdictional nexus of investors, lenders, and co-investors, and applicable restrictions may limit participation, delay or prevent capital formation or syndication, require enhanced diligence or contractual protections, or otherwise adversely affect KKR Credit’s ability to raise capital or complete transactions on behalf of KKR Credit Funds and Other Clients. Accordingly, KKR Credit Funds and Other Clients will generally require its subscribers to represent and warrant, on a continuing basis, that it is not, and that to the best of its knowledge or belief its beneficial owners, controllers or authorized persons (“Related Persons”) (if any) are not; (i) named on any list of sanctioned entities or individuals maintained by OFAC or pursuant to EU and/or UK Regulations, (ii) operationally based or domiciled in a country or territory in relation to which sanctions imposed by the
United Nations Security Council, OFAC, the EU and/or the UK apply, or (iii) otherwise subject to sanctions imposed by the United Nations Security Council, OFAC, the EU or the UK (collectively, a “Sanctions Subject”). Where an investor or a Related Person is or becomes a Sanctions Subject, the KKR Credit Fund or Other Client could be required immediately and without notice to the subscriber to cease any further dealings with the subscriber and/or the subscriber’s interest in the KKR Credit Fund or Other Client (which could include “freezing” or “blocking” such subscriber’s interest) until the subscriber ceases to be a Sanctions Subject, or a license is obtained under applicable law to continue such dealings (a “Sanctioned Persons Event”). For the avoidance of doubt, KKR Credit has the sole discretion to determine the remedy if an investor or prospective investor or a Related Person is or becomes a Sanctions Subject and is under no obligation to seek a license to continue dealing with such investor or prospective investor. KKR Credit Funds and Other Clients, and KKR Credit and its affiliates shall have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by the investor as a result of a Sanctioned Persons Event. Should any investment made on behalf of a KKR Credit Fund or Other Client subsequently become subject to applicable sanctions, the KKR Credit Fund or Other Client could immediately and without notice cease any further dealings with that investment and its interest in such investment could be “frozen” or “blocked” until the applicable sanctions are lifted or a license is obtained under applicable law to continue such dealings or divest from such investment. Compliance with financial crime laws can be costly and resource-intensive, requiring significant investment in personnel, systems, controls, training, and third-party advisers, and may limit the jurisdictions, industries, counterparties, or investment opportunities KKR Credit is able to pursue on behalf of KKR Credit Funds and Other Clients. While KKR Credit has developed and implemented policies and procedures designed to ensure compliance by KKR Credit and its personnel with financial crime laws, such policies and procedures might not be effective in all instances to prevent violations. Failure to comply with these laws and regulations, or allegations of non-compliance, could subject KKR Credit, KKR Credit Funds, Other Clients and their portfolio companies to civil or criminal sanctions,, material fines, profit disgorgement, remediation obligations, restrictions on business activities, enhanced monitoring or oversight, requirements to divest or restructure investments, injunctions on future conduct, securities litigation ,a general loss of investor confidence, and significant reputational harm, any one of which could adversely affect the ability of a KKR Credit Fund or Other Client to achieve its investment objective and/or conduct operations. Risk Related to Regulatory Divergence Following the United Kingdom’s Exit from the European Union KKR Credit Funds or Other Clients are permitted to invest in European companies and companies that have operations that are or could be affected by the Eurozone economy, including, without limitation, those factors described below. Investments in countries of the European Union (“EU”) are subject to the risk that certain member states of the EU cease to use the euro as their national currency, that one or more member states in addition to the UK seeks to withdraw its EU membership, or even a significant restructuring of the Eurozone , which would likely have an adverse impact on the European and global economy and, consequently, KKR Credit Funds and Other Clients with investments in Europe. To the extent any KKR Credit Fund’s or Other Client’s investments are denominated in the euro, legal uncertainty about the funding of euro denominated obligations following any breakup of or exits from the Eurozone (particularly in the case of investments in companies in affected countries) could also have material adverse effects on a KKR Credit Fund or Other Client.
The UK withdrew from the EU and the European Economic Area (the “EEA”) on January 31, 2020 (“Brexit”). Following the end of the Brexit transition period, the EU and the UK’s approach to regulating the financial services sector, including the private fund industry, has continued to diverge. The Financial Services and Markets Act 2023 (“FSMA 2023”) establishes a mechanism for the revocation of retained EU financial services law. and transfers regulatory responsibility to the UK’s Financial Conduct Authority (“FCA”) and Prudential Regulation Authority (“PRA”). As the UK continues to develop its own post-Brexit regulatory framework across areas including fund management, prospectus requirements, short selling and other areas of financial regulation, the degree of divergence from EU regulation is expected to increase. Keeping up to date with these changes is likely to result in increased legal, regulatory and compliance obligations for the AIFM and KKR Credit’s UK-regulated entities.. The future relationship between the UK and the EU with respect to financial services regulation remains uncertain. The EU has granted the UK limited equivalence determinations in financial services, and any failure by the EU to grant further equivalence determinations, or any withdrawal of existing determinations, could materially restrict the ability of KKR Credit’s UK-regulated entities to provide cross-border services to EU clients and counterparties, and could adversely affect the operations of KKR Credit Funds and Other Clients with investments in both the UK and the EU. The development of new and divergent, regulatory regimes in both the UK and the EU could have an adverse impact on transactions, particularly those occurring in, or impacted by conditions in, the UK and elsewhere in the EU. As both jurisdictions continue to develop their own regulatory frameworks for financial markets and market infrastructure, the complexity and cost of regulatory compliance for firms operating across both jurisdictions may increase. The application of new European regulatory regimes (as well as equivalent UK legislation) could result in increased costs to KKR Credit and its affiliates, including KKR Credit Funds and Other Clients, and any failure to comply with the new requirements could result in enforcement action, including, but not limited to, fines. Natural Disasters Catastrophes, Pandemics, Epidemics and Other Public Health Crises Natural disaster or catastrophes, such as public health crises and extreme weather could adversely impact KKR Credit, KKR Credit Funds, Other Clients, their portfolio companies, and other issuers of the KKR Credit Funds’ and Other Clients’ investments. Potential changes in climatic conditions, together with the response or failure to respond to these changes, could precipitate the frequency, severity, and impact of natural disasters or catastrophes. Such events outside of our control could limit or even materially prohibit our ability to conduct any operations or investment activities in certain locations. Public health crises, pandemics and epidemics, such as those caused by new strains of viruses, could occur from time to time, which could directly and indirectly impact us in material respects that we are unable to predict or control. Pandemics, epidemics, or other public health crises could have a material adverse impact on the economies or jurisdictions in which the KKR Credit Funds and Other Clients will invest and also on the global economy, as cross-border commercial activity and market sentiment could be impacted by a pandemic and government and other measures seeking to contain its spread. In addition to these developments having adverse consequences for certain portfolio companies in which KKR Credit Funds and Other Clients invest and the value of the KKR Credit and Other Clients’ investments therein, the operations of KKR Credit and KKR Credit Funds and Other Clients in many jurisdictions could be adversely impacted by pandemics, including through quarantine measures, business closures and suspensions, travel restrictions and health issues impacting KKR Personnel and KKR Service Providers based around the world. We may be materially and adversely affected as a result of many related factors outside our control, including the effectiveness of governmental responses to a public health crises, natural disaster, catastrophe, pandemic or epidemic. Actions taken in response may contribute to significant volatility in the financial markets, resulting in increased volatility in equity prices, material interest rate changes, supply chain disruptions,
such as simultaneous supply and demand shock to global, regional and national economies, and an increase in inflationary pressures. Pandemic, epidemics or other public health crises could contribute to volatility in financial markets, including changes in interest rates and an increase in inflationary pressures, driven by multiple factors, including supply chain disruptions, consumer demand, employment levels and residential vacancy rates. Such crises could also have a material and negative impact on certain economic fundamentals and consumer confidence, increased the risk of default of particular portfolio companies, reduced the availability of debt financing to KKR Credit Funds and Other Clients and potential purchasers of their portfolio companies, negatively impacted market values, caused credit spreads to widen, and reduced liquidity, all of which have had and in the future could have in the event of a prolonged period of global outbreak, an adverse effect on the returns of KKR Credit Funds and Other Clients. It is impossible to predict with certainty the possible future material adverse effects to KKR Credit arising from natural or man-made disasters or catastrophes, or any other public health crisis, pandemic or epidemic, and these effects may include the exacerbation of many of the other risks discussed in this Brochure, especially with respect to investment activities of KKR Credit Funds and Other Clients. Public health crises, pandemics, security events, weather events and other events outside of our control, could also directly and indirectly impact KKR Credit Funds, Other Clients and their portfolio investments in material respects that KKR Credit is unable to predict or control, and which could materially and adversely impact valuations, especially valuations of investments directly in or collateralized by real assets, loans or other assets as well as portfolio companies that rely on physical factories, plants or stores located in the affected areas. Force Majeure Portfolio investments could be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, toll rates, and social instability). These risks could, among other effects, adversely impact the cash flows available from a portfolio company, cause personal injury or loss of life, damage property or instigate disruptions of services. Some force majeure events could adversely affect the ability of a party (including a portfolio company or a counterparty to a KKR Credit Fund, Other Client or a portfolio company) to perform its obligations until it is able to remedy the force majeure event. For example, certain areas of North America have been affected by earthquakes, floods, hurricanes, tornadoes, landslides, explosions, drought, heat waves or forest fires, and Southeast Asia and many other countries in Asia, including China, Japan, Indonesia and Australia, have been affected by earthquakes, floods, typhoons, drought, heat waves or forest fires. Disease outbreaks have occurred globally in the past and are currently occurring, including severe acute respiratory syndrome, or SARS, avian flu, HIN1/09 flu and COVID-19 and any prolonged occurrence of infectious disease, or other adverse public health developments or natural or man-made disasters in any country in which KKR Credit Funds or Other Clients target investments could have a material adverse effect on the macro economy and/or the business operations of portfolio entities in which KKR Credit Funds and Other Clients invest. In addition, forced events, such as the cessation of the operation of machinery for repair or upgrade, could similarly lead to the unavailability of essential machinery and technologies. These risks could, among other effects, cause personal injury or loss of life, damage to property, or disruptions of service. In addition, the cost to a portfolio company or a KKR Credit Fund or Other Client of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure might have a permanent adverse effect on a portfolio company. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the global or local economy and international
business activity generally, or in any of the countries in which KKR Credit Funds or Other Clients specifically invest. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more portfolio companies or its assets, could result in a loss to KKR Credit Funds or Other Clients, including if the investment in such portfolio companies is canceled, unwound or acquired (which could be without adequate compensation). Investments through Offshore Holding Companies KKR Credit and its affiliates may cause KKR Credit Funds and Other Clients to invest in portfolio companies operating in a particular country indirectly through holding companies organized outside of the United States or in jurisdictions with favorable tax regimes. Such structures are often complex and depend on the availability of favorable tax laws, treaties and administrative practices in relevant jurisdictions. There can be no assurance that such structure will achieve their intended tax outcomes, and tax authorities may challenge, disregard or recharacterize such arrangements, which could result in adverse tax consequences, including the denial of treaty benefits, the imposition of withholding or other taxes, or other increased tax liabilities. Such transactions may involve complex tax structuring that could be challenged or disregarded, which may result in losing treaty benefits or otherwise adversely impact investments. Complex tax structures are costly to establish, monitor and maintain, and as KKR Credit Funds and Other Clients pursue a larger number of transactions across multiple asset classes and in multiple jurisdictions, such costs will increase and the risk that a tax matter is overlooked or inadequately or inconsistently addressed may increase. Tax authorities in various jurisdictions have increased their scrutiny of cross-border holding structures and intercompany arrangements. Any audit, investigation or successful challenge could result in additional tax liabilities, including withholding taxes on cross-border payments, penalties, interest and limitations on the use of tax attributes, and could adversely affect investment returns. For additional discussion of tax-related risks, including risks associated with changes in tax laws, withholding tax regimes and reporting obligations such as FATCA and CRS, see “Tax Considerations” below. Portfolio Company Regulatory Approvals and Government Licenses Portfolio companies in certain jurisdictions are dependent upon the grant, renewal or continuance in force of appropriate contracts, licenses, permits and regulatory approvals and consents which are generally valid only for a defined time period, subject to limitations or provide for withdrawal in certain circumstances. There can be no assurance that a portfolio company in which a KKR Credit Fund or Other Client is invested will be able to (i) obtain all such required regulatory approvals and licenses that it does not yet have or that it will require in the future; (ii) obtain any necessary modifications to existing regulatory approvals and licenses; or (iii) maintain required regulatory approvals. Delay in obtaining or failure to obtain and maintain in full force and effect any regulatory approvals and licenses, or amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements could prevent a portfolio company from operating in accordance with a KKR Credit Fund’s or Other Client’s expectations in respect of such company, the completion of a previously announced acquisition or sales to third parties, could limit the portfolio company’s ability to engage in certain regulated activities or could otherwise result in additional costs to a portfolio company and an adverse impact on any investment by a KKR Credit Fund or Other Client in such company. Additionally, governments and other regulators often impose conditions on the operations and activities of a portfolio company as a condition of granting its approval or to satisfy regulatory requirements. Such conditions, which could be statutory or commercial in nature, could limit a portfolio company’s ability to invest in competing industries or acquire significant market power in a
particular market, or provide a disincentive to do so. Further, governmental agencies from time to time impose conditions of ongoing ownership or equivalent requirements on a portfolio company in respect of underlying projects. This could include a requirement that certain assets remain managed by a portfolio company, a KKR Credit Fund or Other Client or their affiliates in the absence of further approval. Such conditions are susceptible to revision or cancellation and legal redress could be uncertain or delayed. There can be no assurance that joint ventures, licenses, license applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of, and enforcement of, such arrangements cannot be assured. Credit Facilities; Guarantees; Contractual Obligations Certain KKR Credit Funds utilize one or more revolving credit facilities. The collateral for these facilities could be, for example, one or more assets of KKR Credit Funds (i.e., asset-backed facilities) or the unused capital commitments of KKR Credit Funds (i.e., subscription facilities). Credit facilities of KKR Credit Funds are expected to be used by KKR Credit Funds to make investments, or otherwise in connection with the making, holding or disposition of investments, including without limitation to support ongoing operations and activities of KKR Credit portfolio companies and entities through which investments are directly or indirectly held (including on an aggregated basis with co-investors or other investors and/or related investment vehicles) and in order to enable KKR Credit Funds to pay management fees or other fund expenses and liabilities. Borrowings (including under Credit facilities) are permitted to be entered into on a joint, several, joint and several or cross-collateralized basis with, or for the benefit of any alternative vehicles or other parallel vehicles of a KKR Credit Fund or their respective direct or indirect portfolio companies or other entities in or through which investments are directly or indirectly held, including on an aggregated basis with co-investors or other investors and/or related investment vehicles (and any of the foregoing is generally permitted to be added as an additional borrower under a KKR Credit Fund’s credit facilities), subject to certain statutory segregation of liability requirements in respect of certain KKR Credit Funds structured as umbrella funds, in which case such KKR Credit Fund’s assets (including unused capital commitments) would be available to satisfy the liabilities and other obligations of any such vehicles, companies or other entities. Borrowings may be made by an additional borrower for any purpose for which borrowings could be made by the KKR Credit Funds and Other Clients under the relevant line of credit or other credit facility, including as described above. Where borrowings are incurred by an additional borrower (such as an aggregating entity) through which Parallel Vehicles (including KKR Credit Parallel Vehicles), Other KKR Credit Investment Vehicles, third party co-investors or other investors participate alongside the KKR Credit Fund, such other entities will benefit from such borrowing. Aside from an allocable portion of interest expenses, such KKR Credit Parallel Vehicles, Other KKR Credit Investment Vehicles, third party coinvestors and other investors in any such entity will not bear any other costs and expenses incurred by the Fund in connection with these borrowings or in connection with establishing the relevant subscription or other credit facility, including, without limitation, any upfront fees, undrawn fees or associated legal costs or expenses, nor will they be required to compensate the KKR Credit Fund or Other Client should the KKR Credit Fund or Other Client provide a guarantee that such co-investors benefit from, including in cases where such co-investors do not have sufficient capital commitments to fund their proportionate share of such guarantee. In addition, investors in KKR Credit Funds could be required to recontribute funds previously distributed by a KKR Credit Fund in the event that the KKR Credit Fund’s assets are insufficient to satisfy such liabilities and obligations incurred under such facilities or other credit support obligations. KKR Credit Funds are also permitted to pledge assets of the KKR Credit Fund (including unused capital commitments), grant security interests in, liens on and otherwise encumber such assets and expect to guarantee loans and other extensions of credit and otherwise provide credit support with respect to the indebtedness of others,
including portfolio companies and entities through which investments by the KKR Credit Fund are directly or indirectly held for the above purposes. In certain cases, KKR Credit Parallel Vehicles will not hold a closing or call capital until after the KKR Credit Fund has begun making investments; such KKR Credit Parallel Vehicles would, however, still receive an allocation with respect to all investments made by the KKR Credit Fund. Including those made prior to the closing and/or initial capital call of such KKR Credit Parallel Vehicles. In such circumstances, the KKR Parallel Vehicles could therefore benefit from borrowings by the KKR Credit Fund under its subscription or Credit other credit facilities, which could in certain cases have funded these investments. Aside from an allocable portion of interest expenses, such KKR parallel funds might not bear any other costs and expenses incurred by the KKR Credit Fund in connection with these borrowings or in connection with establishing subscription credit facilities, including without limitation any associated legal costs or expenses. If a KKR Credit Fund obtains a subscription credit facility, it is generally expected that the KKR Credit Fund’s capital needs (including prior to the KKR Credit Fund’s final closing date) will be satisfied through borrowings by the KKR Credit Fund under the credit facility, and drawdowns of capital contributions by the KKR Credit Fund, including those used to pay interest on subscription credit facilities and other credit facilities, will generally be expected to be “batched” together into larger, less frequent capital calls (although actual timing and amounts will vary). Subject to any required insurance regulatory approvals and the governing agreements of applicable KKR Credit Funds, Global Atlantic Accounts will serve as lenders under subscription credit facilities provided to KKR Credit Funds. Although there are typically limitations regarding the time that borrowings incurred by KKR Credit Funds under subscription facilities secured by unused capital commitments are permitted to remain outstanding, there are generally no limitations on the length of time that guarantees by KKR Credit Funds, borrowings that are not secured by the unused capital commitments, and borrowings of portfolio companies or entities through which portfolio investments are directly or indirectly held (including on an aggregated basis as described above) that are permitted to remain outstanding. The interest expense and other costs of any such borrowings and guarantees will be KKR Credit Fund expenses and, accordingly, would decrease net returns of KKR Credit Funds. It is expected that interest will accrue on any such outstanding borrowings at a rate lower than the KKR Credit Funds’ preferred returns (with the preferred returns beginning to accrue when capital contributions to repay borrowings are actually made to the KKR Credit Funds and not upon the occurrence of such borrowings). Our investment uses leverage to fund their investments and to enhance their returns. For example, our investment vehicles regularly seek to have credit facilities as subscription lines to bridge capital commitments. The use of subscription credit facilities impacts internal rates of return as a result of greater leverage. However, for investments which do not have positive returns, greater leverage will general as well as related borrowing costs will generally further decrease returns. Additionally, the internal rates of return of KKR Credit Funds are generally calculated using the dates of each contribution by investors to KKR Credit Funds rather than the dates of each investment. As a result, KKR Credit Funds’ internal rate of return will generally be higher (or more negative, in the case of investments with negative returns) than they would have been in the absence of such borrowings as the internal rate of return will be calculated over a shorter period of time. Borrowings by KKR Credit Funds under their subscription or other credit facilities could cause certain tax-exempt investors to have to pay tax on “unrelated business taxable income” in respect of acquisition indebtedness. If a lender under one or more of our or our investment vehicles’ credit lines were to become insolvent, we could have difficulty replacing the credit line and one or more of our investment vehicles could face disruptions in operations. In addition, concerns about, or a default by, one large market participant could lead to significant liquidity problems for other market participants, which could in turn expose us to significant losses.
Counterparty default risk arises from events or circumstances that are difficult to detect, foresee or evaluate. We may not accurately anticipate the impact of market stress or counterparty financial condition, and as a result, we may not have taken sufficient action to reduce these risks effectively, which, if left unmitigated, could have a material adverse effect on our investments. To the extent that a KKR Credit Fund is unable to obtain a subscription or asset-backed credit facility, access to such facility becomes unavailable or a KKR Credit GP otherwise determines not to use such facility, a KKR Credit GP s generally permitted to draw down capital commitments in advance and hold them in reserve in order to make portfolio investments, satisfy fees and expenses and other capital needs as such needs arise in the future. Guarantees given by KKR Credit are generally not treated as borrowings that are subject to limitation under the governing documents of KKR Credit Funds. In addition, certain KKR Credit Funds are permitted to enter into contractual arrangements, including deferred purchase price payments, staged funding obligations, earn outs, milestone payments, equity commitment letters and other forms of credit support, and other contractual undertakings such as indemnification obligations that obligate it to fund amounts to special purpose vehicles, portfolio companies or other third parties. Such arrangements are not treated as borrowings that are subject to limitations under the governing documents of KKR Credit Funds even though these arrangements pose many of the same risks and conflicts associated with the use of leverage that the limitations intend to address. The KKR Credit GP could also structure borrowings as a net asset value (“NAV”) loan based on a assets of the KKR Credit Fund’s investments or a special purpose vehicle holding portfolio investments, in order to borrow additional funds or otherwise obtain leverage for investment or other (including to make distributions, follow-on investments or enhance returns). NAV facilities receive direct or indirect credit support from the Funds (e.g., through pledges of capital commitments, equity interests, accounts or underlying portfolio investment values), with the amount of credit available tied to both the creditworthiness of the KKR Credit Fund and the collateral support from the underlying assets pledged. The KKR Credit General Partner will, in its discretion, determine whether such borrowings constitute “recourse” to the KKR Credit Fund for purposes of any limitations or caps on borrowings at the Fundslevel (and could, in the case of any borrowing or other indebtedness that is not secured exclusively by the right to draw down Capital Commitments, determine to count such borrowing or indebtedness for the purposes of such cap only to the extent it is secured) and, as a result, will be subject to conflicts of interest in making such determination. If structured such that, such borrowings are not treated as fund-level borrowings, they will not be subject to the KKR Credit Fund’s-level caps on borrowings.. In connection with NAV loans, the General Partner has the ability to pledge the assets of the Funds’ portfolio, including on a cross-collateralized basis, without taking into account the potential for non-pro rata investments by Limited Partners. To the extent that the KKR Credit Fund invest alongside co-Investors, the interests of Limited Partners and co-investors could diverge in connection with the utilization of a NAV loan. The KKR Credit GP is authorized, but may not, consult with or seek the consent of the Advisory Committee in connection with such NAV loans. With respect to any asset-backed facility entered into by a KKR Credit Fund (or an affiliate thereof), a significant or sudden decrease in the market value of the KKR Credit Fund’s investments would increase the effective amount of leverage and could result in the possibility of a violation of financial covenants or financial ratios, which could potentially cause the KKR Credit Fund to experience foreclosure or forced liquidation of one or more portfolio investments that have been pledged at a time when the relevant KKR GP would not otherwise seek to dispose of such assets. Such a sale could be on terms (including price) that are less advantageous than would be obtained in a disposition in the ordinary course, which could result in losses for the KKR Credit Fund. There is no assurance that KKR Credit Funds will have sufficient cash flow to meet their debt service obligations. KKR Credit Funds’ investments that are highly illiquid increase the possibility that KKR Credit Funds would have insufficient cash to meet such obligations. KKR Credit Funds could incur indebtedness under a credit facility at a variable interest rate. Economic conditions could result in higher interest rates, which could increase debt service requirements on variable rate debt and
could reduce the amount of cash available to KKR Credit Funds for other purposes, including without limitation, for meeting fund liabilities or making distributions to its investors, which could reduce returns to investors or result in default under other obligations of KKR Credit Funds, resulting in further losses. Recycling; Reinvestment Investment proceeds received by KKR Credit Funds and Other Clients during their respective investment periods can, depending on the terms of the relevant KKR Credit Fund or Other Client, be retained in whole or in part by KKR Credit Funds or Other Clients, or restored to investors’ unused capital commitments and subsequently recalled, for future investments. In addition, the amount of capital contributions from investors used to pay KKR Credit Fund or Other Client expenses subsequently distributed to investors could, with respect to certain KKR Credit Funds or Other Clients, be restored to the investors’ unused capital commitments and become available to be recalled for future use. In addition, with respect to certain KKR Credit Funds and Other Clients, certain contributions will not reduce unused capital commitments. Accordingly, an investor in a KKR Credit Fund or Other Client can be required to make capital contributions in excess of its capital commitment and, to the extent such recalled or retained amounts are reinvested in investments, such investor will remain subject to investment and other risks associated with such investments. In-Kind Distributions In certain circumstances, KKR Credit Funds or Other Clients is permitted to distribute bonds and other assets to investors that are non-marketable or are otherwise illiquid. The risk of loss and delay in liquidating such assets will be borne by investors, with the result that investors could receive less cash than was reflected in the fair value of such assets as determined by KKR Credit. In addition, when investments are distributed to investors in kind, such investors could then become minority shareholders in, or lenders to, the underlying portfolio investments and might be unable to protect their interests effectively. In addition, a KKR Credit GP could, subject to the governing documents of the applicable KKR Credit Fund or Other Client, elect to receive an in-kind distribution in lieu of a cash distribution with respect to carried interest or other amounts distributable to the KKR Credit GP, which will result in a conflict of interest. (see “Other Conflicts of Interest – General Partner’s Interest; Fees” below). Middle-Market Companies Certain KKR Credit Funds or Other Clients invest in middle-market companies. While such companies generally have potential for rapid growth, they often involve higher risks because they lack the management experience, financial resources, product diversification and competitive strength of larger corporations. The prices of securities of middle-market companies are generally more volatile than prices of the securities of companies with large market capitalizations and the risk of bankruptcy or insolvency of such companies is generally higher than for larger companies. In addition, in many instances, the frequency and volume of the trading of investments, including bonds issued by middle-market companies, is substantially less than is typical of larger companies and as such it could be more difficult for KKR Credit Funds or Other Clients to exit an investment in a middle-market company at its then fair value than would be the case with a larger cap investment. Operating Partners and Joint Venture Partners KKR Credit Funds or Other Clients make portfolio investments alongside operating partners, including through partnerships, joint ventures or other entities. Operating partners generally would be expected to provide various services to portfolio companies, including acquisition-related services (such as sourcing, evaluating, structuring, underwriting, due diligence and execution with respect to actual or potential
investment opportunities) and asset and development management-related services with respect to such portfolio investments (including day-to-day asset management and oversight). These services include property management, leasing management, construction and development management, and financingrelated activities). In addition, certain KKR Credit Funds or Other Clients (or entities through which KKR Credit Funds or Other Clients participate) have and could in the future retain service providers and/or affiliates of KKR Credit to provide asset leasing services relating to investment opportunities. Such operating partners with respect to a particular portfolio investment could also provide the same or similar services with respect to one or more other portfolio investments of a KKR Credit Fund or Other Client, as well as to third parties unaffiliated with a KKR Credit Fund, Other Client or KKR Credit. From time to time, a KKR Credit Fund or Other Client or an affiliate of a KKR Credit Fund or Other Client, including KKR, enter into exclusivity, non-competition or other arrangements with one or more joint venture partners, operating partners or other third parties (each, an “Exclusive JV Partner”) with respect to potential investments in a particular geographic region or with respect to a specific industry or asset type pursuant to which the KKR Credit Fund or Other Client or such affiliate (including KKR), could agree to, among other things, not make investments in such region or with respect to such industry or asset type outside of its arrangement with such Exclusive JV Partner. Accordingly, there are circumstances in which KKR sources a potential investment opportunity or is presented with an opportunity by a third party, and as a result of such arrangements with an Exclusive JV Partner, a KKR Credit Fund or Other Client could be precluded from pursuing such investment opportunity or obligated to bear an incremental layer of fees and expenses with respect to such investment. Such investments involve risks in connection with such third-party involvement; including the possibility that a third party could have financial difficulties resulting in a negative impact on such investments. Furthermore, a third-party co-investor, manager or operator might have economic or business interests or goals that are inconsistent with those of the KKR Credit Fund or Other Client or could be in a position to take (or block) action in a manner contrary to the KKR Credit Fund’s or Other Client’s investment objectives. The KKR Credit Fund or Other Client might also in certain circumstances be liable for the actions of such third parties. Investments made with such third parties in joint ventures or other entities in certain cases involve arrangements whereby a KKR Credit Fund and/or Other Client would fund a portion of the expenses in excess of its equity ownership percentage, including, management fees or other fees payable to the joint venture partner (or its management team), employee compensation, diligence expenses or other related expenses. Such expenses can be borne directly by the KKR Credit Funds or Other Clients as fund expenses (or sourcing and diligence expenses, if applicable) or indirectly as a KKR Credit Fund or Other Client bears the start-up and ongoing expenses of the newly formed joint venture portfolio entity. The compensation paid to joint venture and operating partners could be comprised of various types of arrangements, including one or more of the following: (i) management or other fees, such as, origination fees and development fees payable to the joint venture partner (or its management team of the joint venture portfolio entity); (ii) carried interest distributions and/or other profit sharing arrangements payable to the joint venture partner (or its management team), including profits realized in connection with the disposition of a single asset, multiple assets or a joint venture portfolio entity; and (iii) other types of fees, bonuses and compensation not otherwise specified above. None of the compensation or expenses described above will be offset against any management fees payable by or carried interest distributions of KKR Credit Funds or Other Clients. In addition, joint venture, operating partners (and/or their officers, directors, employees or other associated persons), if any, are sometimes be permitted to invest on a no-fee/no-carry basis in KKR Credit Funds or Other Clients or in specific investments. Members of the management team for a joint venture portfolio entity sometimes include former KKR Credit personnel, Industry Advisors, Senior Advisors, KKR Credit Advisors, KKR Capstone executives and other Consultants.
In addition, KKR Credit Fund and Other Client investment strategies in certain investments could depend on the ability to enter into satisfactory relationships with joint venture or operating partners. There can be no assurance that KKR Credit’s future relationship with any such partner or operator would continue (whether on currently applicable terms or otherwise) with respect to a KKR Credit Fund or Other Client or that any relationship with other such persons would be able to be established in the future as desired with respect to any sector or geographic market and on terms favorable to a KKR Credit Fund or Other Client. Consequences of Default by Investors If an investor fails to pay when due all or any portion of a capital contribution or other payment required to be made to KKR Credit Funds or Other Clients, and the contributions made by non-defaulting investors and borrowings by KKR Credit Funds or Other Clients are inadequate to cover the defaulted contribution, KKR Credit Funds or Other Clients might be unable to pay their obligations when due. As a result, KKR Credit Funds or Other Clients could be subjected to significant penalties that could materially and adversely affect the returns to all investors (including non-defaulting investors) of the KKR Credit Fund or Other Client. In addition, each defaulting investor could incur significant economic losses, including, without limitation, forfeiture of capital accounts and distributions, forced transfer of its interests at a discounted price and loss of the right to make future capital contributions to KKR Credit Funds or Other Clients. A KKR Credit GP are permitted to require an additional funding of capital commitments from the nondefaulting investors to the extent of their unused capital commitments, to fund the shortfall caused by the defaulting investor of the KKR Credit Fund or Other Client (or a defaulting partner of a parallel fund). In seeking to manage the impact of an investor default on the activities of KKR Credit Funds or Other Clients, and subject to the applicable governing documents of the relevant KKR Credit Fund or Other Client, KKR Credit can, from time to time as it deems appropriate, determine to call an aggregate amount of capital from investors in respect of an investment that is in excess of the amount required and use such additional capital to make the relevant investment, notwithstanding that one or more investors that ultimately participate in the investment fund their capital call after the scheduled funding date (assuming KKR Credit has determined in its sole discretion not to declare such investor a defaulting limited partner as defined in the applicable governing documents of the relevant KKR Credit Fund or Other Client). A capital call funded on a timely basis by an investor could therefore serve to bridge late-funding investors. Investment Focus Adjustments Certain KKR Credit Funds and Other Clients are not restricted in terms of the percentage of their capital that can be invested in a particular industry, geographical region or type of investment. While their governing documents often contain a description of the types of investments that other KKR Credit Funds or Other Clients have historically made and/or information about the relevant KKR Credit Funds’ or Other Clients’ investment expectations, many factors contribute to changes in emphasis in the construction of such KKR Credit Funds’ or Other Clients’ portfolios, including changes in market or economic conditions or regulation as they affect various industries and changes in the political or social situations in particular countries. There can be no assurance that the investment portfolio of any KKR Credit Fund or Other Client will resemble the portfolio of any prior KKR Credit Fund or Other Client. Material, Non-Public Information KKR Credit investment executives acquire confidential or material, non-public information concerning an entity in which KKR Credit Funds or Other Clients have invested, or propose to invest, and the possession of such information would likely limit KKR Credit’s ability to buy or sell particular securities and/or loans of such entity on behalf of KKR Credit Funds or Other Clients, thereby limiting the investment opportunities or exit strategies available to KKR Credit Funds or Other Clients. In addition, holdings in the
securities and/or loans of an issuer by KKR Credit or its affiliates could affect the ability of KKR Credit Funds or Other Clients to make certain acquisitions of, or enter into certain transactions with, such issuer. Affiliated Brokers and investment advisers affiliated with KKR Credit also in certain instances acquire confidential or material non-public information concerning entities in which KKR Credit Funds or Other Clients have invested or propose to invest, which could restrict KKR Credit’s ability to buy or sell (or otherwise transact in) securities and/or loans of such entities, thus limiting investment opportunities or exit strategies available to KKR Credit Funds or Other Clients. Investments in Emerging and Less Established Companies Certain KKR Credit Funds or Other Clients make investments in companies that are in a conceptual or an early stage of development. These companies are often characterized by short operating histories, new technologies and products, quickly evolving markets and management teams that sometimes have limited experience working together, all of which enhance the difficulty of evaluating these investment opportunities. The management of such companies will need to implement and maintain successful sales and marketing, finance capabilities and personnel and other operational strategies in order to become and remain successful. Other substantial operational risks to which such companies are subject include uncertain market acceptance of the company’s products or services, a high degree of regulatory risk for new or untried and/or untested business models, products and services, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources , the potential for rapid organizational or strategic change, and susceptibility to personal misconduct by or departure of key executives or founders. Emerging technology companies are subject to specific industry-based risks, including the possibility that rapid technological developments could render such companies’ technology obsolete, uneconomical or uncompetitive prior to the company achieving profitability. Certain of these companies will need substantial additional capital to support expansion or to achieve or maintain a competitive position. Such companies also often have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. In addition, emerging growth equity companies are often more susceptible to macroeconomic effects and industry downturns. Such companies also face intense competition, including from companies with greater financial resources, more extensive marketing and service capabilities and a larger number of qualified personnel. Moreover, certain companies in which KKR Credit Funds or Other Clients invest have significantly fewer products, services or clients than more established companies, and competition to such companies can develop from other new and existing companies, products and services. If a company is dependent on a limited number of products or services or the business of a limited number of clients, a significant risk exists that a proposed service or product cannot be developed successfully with the resources available to the company. There is no assurance that the development efforts of any company will be successful, or, if successful, will be completed within the budget or time period originally estimated. The consequences of failure of such products or services or the loss of such clients could be devastating to the prospects of such company, which in turn could negatively affect the performance of a KKR Credit Fund or Other Client. Additional Capital Requirements of Portfolio Companies Certain portfolio companies of KKR Credit Funds and Other Clients, including those in a development or “platform” phase, could require additional financing to satisfy, among other things, their working capital requirements or acquisition strategies. The amount of such additional financing will depend upon the maturity and objectives of the particular portfolio company. Each such round of financing (whether from a KKR Credit Fund, Other Clients or other financing providers) is typically intended to provide a portfolio company with enough capital to reach the next major corporate milestone. If the capital provided is not sufficient, such portfolio company might have to raise additional capital at a price unfavorable to the existing investors, including KKR Credit Funds or Other Clients.
Certain KKR Credit Funds and Other Clients are also permitted to make additional debt and equity investments or exercise warrants, options or convertible securities that were acquired in the initial investment in such portfolio company in order to preserve the KKR Credit Fund’s or Other Client’s proportionate ownership when a subsequent financing is planned, or to protect an investment of a KKR Credit Fund or Other Client when such portfolio company’s performance does not meet expectations. The availability of capital is generally a function of capital market conditions that are beyond the control of KKR Credit, the KKR Credit Funds and Other Clients or any portfolio company. There can be no assurance that the portfolio companies will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Investments in Companies in Regulated Industries Certain industries are heavily regulated. To the extent that KKR Credit Funds or Other Clients make investments in companies in these industries that are subject to greater amounts of regulation than other industries generally, such investments pose additional risks relative to investments in other companies. Changes in applicable laws or regulations, or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures. If a portfolio company fails to comply with these requirements, it could also be subject to civil or criminal liability and the imposition of fines. Portfolio companies also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such portfolio companies. Governments have considerable discretion in implementing regulations that could impact a portfolio company’s business, and governments might be influenced by political considerations and make decisions that adversely affect a portfolio company’s business. Investments in Companies Subject to Collective Bargaining Agreement Certain portfolio companies have a unionized workforce or employees who are covered by a collective bargaining agreement, which could subject any such portfolio company’s activities and labor relations matters to complex laws and regulations relating thereto. Moreover, a portfolio company’s operations and profitability could be materially adversely affected if it experiences labor relations problems. Upon the expiration of any such portfolio company’s collective bargaining agreements, it might be unable to negotiate new collective bargaining agreements on terms favorable to it, and its business operations at one or more of its facilities could be interrupted as a result of labor disputes or difficulties and delays in the process of renegotiating its collective bargaining agreements. A work stoppage at one or more of any such portfolio company’s facilities could have a material adverse effect on its business, results of operations and financial condition. Any such problems may also attract public or regulatory scrutiny and lead to reputational risks for KKR Credit Funds or Other Clients, potentially impairing their ability to implement their investment strategy. Investments in Restructurings Certain KKR Credit Funds or Other Clients make investments that involve portfolio companies that are experiencing or are expected to experience financial difficulties. These financial difficulties might never be overcome and could cause such portfolio companies to become subject to bankruptcy proceedings. Such investments could, in certain circumstances, subject a KKR Credit Fund or Other Client to certain additional potential liabilities that might exceed the value of the KKR Credit Fund’s or Other Client’s original investment therein. In addition, under certain circumstances, payments to KKR Credit Funds or Other Clients and distributions by KKR Credit Funds or Other Clients to investors could be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment, or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in
companies undergoing restructuring will be adversely affected by laws relating to fraudulent conveyances, voidable preferences, lender liability, and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims. Reliance on Portfolio Company Management The day-to-day operations of each portfolio company in which KKR Credit Funds or Other Clients invest will be the responsibility of such portfolio company’s management team. Although KKR Credit will be responsible for monitoring the performance of each investment, KKR Credit Funds or Other Clients will rely significantly on the management teams and boards of directors of portfolio companies in which the KKR Credit Funds or Other Clients invest, including to effectively implement any agreed upon reorganization plans. There can be no assurance that the existing management team of any portfolio company or any successor thereto will be able to operate such portfolio company in accordance with a KKR Credit Fund’s or Other Client’s expectations. Misconduct by management (or other employees) of a portfolio company could cause significant losses in respect of the relevant investment. Risks in Effecting Operating Improvements In some cases, the success of KKR Credit or its affiliates and/or KKR Capstone, or Other Client’s investment strategy will depend, in part, on the ability of such KKR Credit or its affiliates (including KKR Capstone) to restructure and effectuate improvements in the operations of a portfolio entity or its properties. The activity of identifying and implementing restructuring programs and operating improvements at portfolio entities entails a high degree of uncertainty. There can be no assurance that a KKR Credit Fund or Other Client will be able to successfully identify and implement such restructuring programs and improvements. Need for Follow-on Investments Following their initial investment in a given portfolio company or other issuer, KKR Credit Funds and Other Clients from time to time has the opportunity to provide additional funds or increase their investment in such portfolio company or other issuer. There is no assurance that KKR Credit Funds and Other Clients will make follow-on investments or that KKR Credit Funds or Other Clients will have sufficient funds to make (or will be permitted to make under investment restrictions applicable to the KKR Credit Fund or Other Client, tax guidelines or other applicable constraints) all or any of such investments. Any decision by KKR Credit Funds or Other Clients not to make follow-on investments or their inability to make such investments could have a substantial negative effect on an issuer in need of such an investment, might result in a lost opportunity for KKR Credit Funds or Other Clients to increase their participation in a successful investment, could result in KKR Credit Funds’ or Other Clients’ investments in the relevant issuer becoming diluted and, in circumstances where the follow-on investment is offered at a discount to market value, could result in a loss of value for the KKR Credit Fund or Other Client. Any resulting dilution of the interest of a KKR Credit Fund or Other Client in an investment will frequently be determined on the basis of a valuation in respect of such investment by KKR Credit or its affiliates. Contingent Liabilities on Dispositions In connection with the disposition of an investment, KKR Credit Funds or Other Clients might be required to make representations typical of those made in connection with the sale of any such asset, including representations in relation to the business and financial affairs of a portfolio investment. KKR Credit Funds or Other Clients could also be required to indemnify the purchasers of such an investment to the extent that any such representation turns out to be inaccurate or with respect to other matters. These arrangements result from time to time in liabilities, even after the disposition of an investment, which, if not satisfied out
of KKR Credit Funds’ or Other Clients’ assets, might ultimately be required to be funded by investors making contributions to KKR Credit Funds or Other Clients or returning previous distributions received (or deemed received) from KKR Credit Funds or Other Clients. In light of the impact on KKR Credit Fund and Other Client returns, as well as KKR Credit’s entitlement to receive carried interest and the capital interest of KKR Credit GPs and their affiliates in KKR Credit Funds and Other Clients, KKR Credit has an incentive to distribute investment proceeds to investors rather than establishing an escrow or other reserve, which could increase the risk that the investors are required to make contributions or return distributions in order to satisfy contingent liabilities related to KKR Credit Fund and Other Client investments. Portfolio Company Corruption and Fraud Regulatory agencies or other counterparties in certain instances have the right to terminate an agreement relating to a portfolio company where management, any related third-party management company, operator or any of their affiliates has committed bribery, corruption or other fraudulent act in connection with the investment by a KKR Credit Fund or Other Client in such portfolio company. Most capital put toward such an investment will not be compensated in these circumstances, and such corruption and fraud could result in the loss of rights to assets or profits or operational difficulties. In addition, certain investment activities could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by (or involvement with corrupt payments by) any company in which a KKR Credit Fund or Other Client invests, the KKR Credit Fund or Other Client will likely incur a partial or total loss of capital invested in that company. Insurance Certain losses of a catastrophic nature that impact companies and assets acquired by KKR Credit Funds or Other Clients, certain losses of a catastrophic nature, such as wars, natural disasters, epidemics and pandemics, terrorist attacks or other similar events, and are either uninsurable or insurable at such high rates that to maintain such coverage would cause an adverse impact on such related investments. Even where insurance is available, KKR Credit sometimes determines not to obtain such insurance if KKR Credit concludes that the terms are not commercially reasonable, and where such insurance is obtained, it has meaningful coverage limits and high deductibles. KKR Credit Funds and Other Clients or their affiliates could maintain insurance, where available on terms they believe to be commercially reasonable, for KKR Credit Fund’s or Other Client’s portfolio companies and investments to protect against certain risks, such as business interruption insurance that is intended to offset loss of revenues during an operational interruption. Such insurance is likely to be subject to customary deductibles and coverage limits and is frequently sufficient to recoup all losses with respect to the relevant investment. There can be no assurance that an investment’s insurance would cover liabilities resulting from claims relating to the design, construction, maintenance, or operation of the real assets and businesses in which KKR Credit Funds and Other Clients invest, lost revenues, or increased expenses could result from such damage. If a major, uninsured loss occurs, KKR Credit Funds or Other Clients could lose both invested capital in and anticipated profits from affected investments. With respect to such insurance policies that KKR Credit does maintain, certain policies are expected to cover certain KKR Credit Funds, Other Clients, as well as KKR Credit and its affiliates, and as noted in Item 5 – Fees and Compensation above, KKR Credit Funds, Other Clients and KKR Credit will bear an allocable portion of the premiums and fees for such policies, including any expenses or fees of insurance brokers. Director and Officer (D&O) insurance premiums are allocated to KKR Funds and Other Clients on a pro-rata basis based on NAV. As a result, KKR Credit Funds or Other Clients with larger NAVs may bear a greater portion of such premiums than KKR Credit Funds or Other Clients. KKR Credit believes that employing insurance policies covering multiple parties enables KKR Credit to achieve lower overall
premiums and fees for KKR Credit Funds, Other Clients and KKR Credit and its affiliates. Such policies typically carry a per occurrence deductible, which would be expected to be borne by the relevant insured person(s) making a claim under the policy and not by other insured persons. Such insurance policies also typically have a maximum amount that will be paid to insured person(s) making any claim, and, as such, it is possible that a KKR Credit Fund or Other Client will have insufficient coverage to the extent that a claim by another KKR Credit Fund, Other Client, KKR Credit and/or one or more of its affiliates is paid for their insurance claims up to such maximum amount. In addition, because insurance policies maintained by KKR Credit cover multiple parties, if a substantial claim were to be made against one or several covered entities, including KKR Credit or its affiliates, there could be a resulting increase in insurance premiums for all parties covered under the applicable insurance policy. Absence of Recourse; Indemnification KKR Credit Fund or Other Client governing documents include exculpation and indemnification provisions that will limit the circumstances under which the relevant KKR Credit GP, KKR Credit and their respective affiliates and other persons can be held liable to the KKR Credit Fund or Other Client. Additionally, certain service providers and other consultants to KKR Credit, KKR Credit Funds or Other Clients, the KKR Credit GPs, their affiliates, agents and other persons, including, without limitation, the members of the advisory committees of the KKR Credit Funds, KKR Credit investment executives, depositary and placement agents and finders, are generally entitled to exculpation and indemnification (in certain cases, on terms more favorable to them than those available to indemnitees, generally). The assets of a KKR Credit Fund or Other Client, including the unused capital commitments of their investors, will be available to satisfy these indemnification obligations and investors are often required under governing fund documents to return distributions to satisfy such obligations, subject to certain limitations set forth in the KKR Credit or Other Client governing documents. Such obligations will generally survive the dissolution of the relevant KKR Credit Fund or Other Client. Recourse to a KKR Credit Fund’s or Other Client’s Assets The assets of KKR Credit Funds and Other Clients, including unused capital commitments, any investments made by the KKR Credit Fund or Other Client and any capital held by the KKR Credit Fund or Other Client, are available to satisfy all liabilities and other obligations of such KKR Credit Fund or Other Client, for any proper purpose relating to the activities of the KKR Credit Fund or Other Client, including, without limitation, with respect to investments, payment of KKR Credit Fund or Other Client expenses, indemnification obligations, making distributions to limited partners and, where provided by operative fund documents, the payment of amounts to withdrawing limited partners. If a KKR Credit Fund or Other Client becomes subject to a liability, parties seeking to have the liability satisfied could have recourse to a KKR Credit Fund’s or Other Client’s assets generally and might not be limited to any particular asset, such as the asset comprising the investment giving rise to the liability. In such situations, under the governing documents of KKR Credit Funds or Other Clients, investors can be required to make additional capital contributions, including to recontribute funds previously distributed by a KKR Credit Fund or Other Client, in each case subject to the specific limitations set forth in their governing documents. A KKR Credit Fund’s or Other Client’s financing arrangements, including subscription facilities obtained by a KKR Credit Fund or Other Client, specific borrowings made thereunder, and guarantees and other credit support obligations of a KKR Credit Fund or Other Client, are often structured generally as a portfolio financing where all or certain investments provide security for such financing on a crosscollateralized basis and multiple investments are subject to the risk of loss in the event of a default. There likely will be circumstances in which investors have varying sharing percentages with respect to certain of a KKR Credit Fund’s or Other Client’s investments, including as a result of participation in subsequent closings, the exercise of excuse or exclusion rights or otherwise and could have sharing percentages
(including in the aggregate) in investments or otherwise with respect to investment proceeds generated by a KKR Credit Fund’s or Other Client’s investments to which third parties have recourse in respect of a KKR Credit Fund or Other Client liability that are higher or lower than such investors’ sharing percentages in the investment giving rise to the liability. As a result of the potential recourse obligations of a KKR Credit Fund or Other Client as described above, liabilities relating to investments in which an investor has for example, a small sharing percentage, could adversely impact investments in which such investor holds a greater sharing percentage. In addition, where co-investors or other third-party investors participate in an investment, a KKR Credit Fund or Other Client will at times (where the applicable KKR Credit GP deems appropriate and subject to the governing documents of the relevant KKR Credit Fund or Other Client) guarantee an amount in excess of its proportionate interest in the investment, including amounts in respect of the interests of co-investors or other third-parties, which could remain outstanding on a temporary or ongoing basis over the term of the investment. In these circumstances, a KKR Credit Fund or Other Client will bear a disproportionate amount of the liabilities and costs associated with the relevant guarantee or other credit support, and the KKR Credit Fund’s or Other Client’s assets, as applicable, including the relevant investment, as well as the KKR Credit Fund’s or Other Client’s assets generally (including unused capital commitments) would be available to satisfy such liabilities and costs (see also “Credit Facilities; Guarantees; Contractual Obligations” above) and co-investors will not be required to compensate the KKR Credit Fund or Other Client should the KKR Credit Fund or Other Client provide a guarantee that such coinvestors benefit from, including in cases where such co-investors do not have sufficient capital commitments to fund their proportionate share of such guarantee. Environmental Risk Ordinary operation or the occurrence of an accident with respect to a portfolio company asset could cause major environmental damage, which could result in significant financial distress to such asset or portfolio company, if not covered by insurance, which could occur as a result of such asset or portfolio company not carrying adequate insurance coverage or, in some cases, as a result of the relevant environmental damage not being fully insurable. In addition, persons who arrange for the disposal or treatment of hazardous materials could also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by those persons. Certain environmental laws and regulations require that an owner or operator of an asset address prior environmental contamination, which could involve substantial cost. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of environmental contamination. The KKR Credit Fund or Other Client could therefore be exposed to substantial risk of loss from environmental claims arising in respect of its investments. Furthermore, changes in environmental laws or regulations or the environmental condition of an investment could create liabilities that did not exist at the time of its acquisition and that could not have been foreseen. Community and environmental groups could protest about the development or operation of portfolio company assets, which might induce government action to the detriment of the KKR Credit Fund or Other Client. New and more stringent environmental or health and safety laws, regulations and permit requirements, or stricter interpretations of current laws, regulations or requirements, could impose substantial additional costs on a portfolio company, or could otherwise place a portfolio company at a competitive disadvantage compared to other companies, and failure to comply with any such requirements could have an adverse effect on a portfolio company. Even in cases where the KKR Credit Fund or Other Client is indemnified by the seller of a portfolio company with respect to an investment against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the ability of the KKR Credit Fund or Other Client to achieve enforcement of such indemnities.
Changing Climate Prolonged and potentially accelerating changes in climatic conditions, together with the response or failure to respond to these changes, could have an adverse impact on the revenues, expenses and conditions of certain investments of KKR Funds and Other Clients. Climate-related risks, including the impacts of changes in the physical climate, such as extreme weather or temperature changes, which could damage physical assets as well as disrupt connectivity and supply chains, in addition to climate-related transition risks that could arise from exposure to the transition to a low-carbon economy through policy, regulatory, technology, market changes, differing perspectives of stakeholders regarding climate impacts, business trends, and changes in consumer behavior related to climate change and technology, could have adverse impacts on the business and valuation of portfolio companies of KKR Credit Funds and Other Clients. As a result of a changing climate, and given its unpredictable nature, investments could also be vulnerable, without limitation, to the following risks: increased insurance claims that lead to higher premiums and deductibles; decreases in the availability of insurance coverage for investments in areas subject to extreme conditions; increases in energy costs that affect returns; changes in the availability of natural resources, or the quality of those resources, on which an investment depends; inaccurate long-term valuations of an investment landscape not previously anticipated at the time of the investment; indirect financial and operational disruptions; and other economic disturbances arising from the foregoing. Real asset investments can be especially prone to adverse consequences of climate change and prolonged changes in climatic conditions, including physical risks (such as extreme weather events, natural disasters and rising sea levels) and transition risks (such as regulatory changes, shifting market preferences and evolving technology). Real asset investments are also subject to risks of personal injury, property damage, business interruption or catastrophic loss arising from such events, which may result in uninsured or underinsured losses, contractual claims, reputation harm or other material liabilities. Please see “Sustainability-Related Risk” below for additional information regarding climate-related and sustainability risks. Capital Structure Arbitrage KKR Credit Funds or Other Clients can from time to time identify and exploit the relationships between movements in different financial instruments within an issuer’s capital structure, which involve uncertainty. There can be no assurance that a KKR Credit Fund or Other Client will be able to locate investment opportunities or to correctly exploit price discrepancies. Borrower Fraud; Breach of Covenant KKR Credit Funds or Other Clients will generally seek to obtain structural, covenant and other contractual protections with respect to the terms of their investments as determined appropriate under the circumstances. There can be no assurance that such attempts to provide downside protection with respect to their investments will achieve their desired effect and an investment in a KKR Credit Fund or Other Client should be regarded as being speculative and having a high degree of risk. Of paramount concern in originating or acquiring financing contemplated by the terms of certain KKR Credit Funds or Other Clients is the possibility of material misrepresentation or omission on the part of borrowers or other credit support providers or breach of covenant by such parties. Such inaccuracy, incompleteness or breach of covenants can adversely affect the valuation of collateral underlying a loan or the ability of KKR Credit Funds or Other Clients to perfect or effectuate a lien on collateral securing a loan or otherwise realize on an investment. KKR Credit Funds and Other Clients will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness.
Fraudulent Conveyance, Lender Liability and Equitable Subordination Investments in the debt of distressed companies could be subject to U.S. state and federal bankruptcy laws and state fraudulent transfer laws, which vary from state to state, if debt obligations relating to such investments were issued with the intent of hindering, delaying or defrauding creditors or, in certain circumstances, if the issuer receives less than reasonably equivalent value or fair consideration in return for issuing such debt obligations. If debt is used for a buyout of shareholders, this risk is greater than if such debt proceeds are used for day-to-day operations or organic growth. If a court were to find that the issuance of debt obligations held by KKR Credit Funds or Other Clients was a fraudulent transfer or conveyance, a court could void or otherwise refuse to recognize payment obligations under such debt obligations or the collateral supporting such debt obligations, further subordinate debt obligations or liens supporting such obligations to other existing and future indebtedness of the issuer or require KKR Credit Funds or Other Clients to repay any amounts received by them with respect to such debt obligations or collateral. In the event of a finding that a fraudulent transfer or conveyance occurred, KKR Credit Funds or Other Clients might not receive any repayment on the debt obligations. Under certain circumstances, payments to KKR Credit Funds or Other Clients and distributions by KKR Credit Funds or Other Clients to investors could be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings will be adversely affected by statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the court’s discretionary power to disallow, subordinate or disenfranchise particular claims or re-characterize investments made in the form of debt as equity contributions. Under Title 11 of the United States Code, as amended (the “Bankruptcy Code”), a lender that has inappropriately exercised control of the management and policies of a company or other issuer that is a debtor under the Bankruptcy Code could have its claims against the issuer subordinated or disallowed, or might be found liable for damages suffered by parties as a result of such actions. Such claims could also be disallowed or subordinated to the claims of other creditors if the lender (e.g., a KKR Credit Fund or Other Client): (i) is found to have engaged in other inequitable conduct resulting in harm to other parties, (ii) intentionally takes action that results in the undercapitalization of a borrower, (iii) engages in fraud with respect to, or makes misrepresentations to other creditors, or (iv) uses its influence as a shareholder to dominate or control a borrower to the detriment of other creditors of such borrower. The lender’s investment can also be re-characterized or treated as equity if it is deemed to be a contribution to capital, or if the lender attempts to control the outcome of the business affairs of an issuer prior to its filing under the Bankruptcy Code. While KKR Credit Funds and Other Clients attempt to avoid taking the types of action that would lead to the subordination, disallowance and liability, there can be no assurance that such claims will not be asserted or that KKR Credit Funds or Other Clients will be able successfully to defend against them. In recent years, a number of judicial decisions in the U.S. have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed ‘lender liability’). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of KKR Credit’s investments, a KKR Credit Fund or Other Client could be subject to allegations of lender liability. In addition, under common law principles that in some cases form the basis for lender liability claims in certain European jurisdictions, some courts will elect to subordinate loans given by shareholders of their
affiliates to companies under certain circumstances or subordinate corporate debt to shareholders under a remedy called “equitable subordination” or “equitable substitution”. Because of the nature of certain of KKR Credit investments, a KKR Credit Fund or Other Client could be subject to claims from creditors of an obligor that such KKR Credit Fund or Other Client’s investments issued by such obligor should be equitably subordinated. Some KKR Credit investments will involve investments in which the applicable KKR Credit Fund or Other Client would not be the lead creditor or in which a KKR Fund, KKR Credit Fund or Other Client has an equity interest. It is, accordingly, possible that lender liability or equitable subordination claims affecting the investments of a KKR Credit Fund or Other Client could arise. Recharacterization KKR Credit Funds or Other Clients sometimes will seek to place their representatives on the boards of certain companies or other issuers in which KKR Credit Funds or Other Clients have invested. KKR Credit Funds or Other Clients might also invest in portfolio companies or other issuers in which KKR and/or other KKR Credit Funds or Other Clients have representatives on the boards of such issuers. While such representation can enable KKR Credit Funds or Other Clients to enhance the sale value of their debt investments in an issuer, such involvement (and/or any equity interests of KKR Credit Funds or Other Clients in such issuer) might also prevent KKR Credit Funds or Other Clients from freely disposing of their debt investments and subject KKR Credit Funds or Other Clients to additional liability or result in recharacterization of KKR Credit Funds’ or Other Clients’ debt investments as equity. KKR Credit Funds or Other Clients will indemnify KKR Credit GPs and its affiliates (including KKR Credit and KKR), and the members, partners, equity holders, directors, officers, employees and, if specifically agreed by a KKR Credit GP, agents of each of them, for claims arising from such board representation. KKR Credit Funds or Other Clients will attempt to balance the advantages and disadvantages of such representation when deciding whether and how to exercise their rights with respect to such issuers, but the exercise of such rights could produce adverse consequences in particular situations. Investments in Highly Leveraged Companies Investments by KKR Credit Funds and Other Clients include investments in portfolio companies and other issuers whose capital structures have significant leverage (including to the extent KKR Credit Funds or Other Clients hold second-lien debt interests, certain leverage senior to KKR Credit Funds’ or Other Clients’ investment). Such investments are inherently more sensitive to declines in revenues, competitive pressures and increases in expenses and interest rates. The leveraged capital structure of such issuers will increase their exposure to adverse economic factors such as downturns in the economy or deterioration in the condition of the issuers or their industries, and, to the extent KKR Credit Funds or Other Clients hold second lien or other subordinated debt interests therein, such issuers might be subject to restrictive financial and operating covenants in more senior debt instruments and contracts that adversely impact KKR Credit Funds’ or Other Clients’ investments. This leverage could result in more serious adverse consequences to such issuers (including their overall profitability or solvency) in the event these factors or events occur than would be the case for less leveraged companies. If an issuer cannot generate adequate cash flow to meet debt obligations, the issuer could default on its loan agreements or bonds or be forced into bankruptcy resulting in a restructuring of the issuer’s capital structure or liquidation of the issuer. Furthermore, to the extent issuers in which KKR Credit Funds or Other Clients have invested become insolvent KKR Credit Funds or Other Clients can determine, in cooperation with other debt holders or on their own, to engage, at the KKR Credit Funds’ and Other Clients’ expense in whole or in part, counsel and other advisors in connection therewith. In addition to leverage in the capital structure of portfolio companies and other issuers, a KKR Credit GP might incur leverage on behalf of KKR Credit Funds or Other Clients.
Expedited Investment Decisions; Opportunistic Investments Investment analyses and decisions by KKR Credit will sometimes be required to be undertaken on an expedited basis to take advantage of investment opportunities. While KKR Credit Funds or Other Clients will generally not seek to make an investment until KKR Credit has conducted sufficient due diligence to make a determination as to the acceptability of the credit quality of the investment and the underlying portfolio company or other issuer, in such cases, the information available to KKR Credit at the time of making an investment decision is often limited. Therefore, no assurance can be given that KKR Credit will have knowledge of all circumstances that adversely affect an investment. Similar concerns arise to the extent that a KKR Credit Fund or Other Client makes opportunistic investments in broadly syndicated debt. The circumstances of such investments might not facilitate the type of due diligence KKR Credit generally seeks to conduct in respect of investments. In addition, KKR Credit expects often to rely upon independent consultants in connection with its evaluation of proposed investments. No assurance can be given as to the accuracy or completeness of the information provided by such independent consultants and KKR Credit Funds or Other Clients might incur liability as a result of such consultants’ actions. Event-Driven Investing Event-driven investing by KKR Credit Funds or Other Clients requires KKR Credit Funds or Other Clients to make predictions about the likelihood that an event will occur and the impact such event will have on the value of a company’s securities and/or loans. If the event fails to occur or it does not have the effect foreseen, losses can result. Investments in such securities and/or loans often are difficult to analyze or will have limited trading histories or in-depth research coverage. Although KKR Credit intends to utilize appropriate risk management strategies, such strategies cannot fully insulate KKR Credit from the risks inherent in their planned activities. Moreover, in certain situations KKR Credit will be unable to, or will choose not to, implement risk management strategies because of the costs involved or other relevant circumstances. Investments in Initial Public Offerings Investments in initial public offerings invested by KKR Credit Funds or Other Clients involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including, without limitation, the limited number of securities and/or loans available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of an issuer. Further, whether or not a KKR Credit Fund or Other Client is able to participate in such initial public offerings will be subject to the terms outlined in the governing documents. Exchange Traded Funds, Closed End Funds and Other Blind Pools KKR Credit Funds or Other Clients can invest in exchange traded funds (“ETFs”), i.e., shares of publicly traded investment vehicles, or depository receipts that seek to track the performance and dividend yield of specific indices or companies in related industries. ETF investors are generally subject to the same risk as holders of the underlying securities and/or loans being tracked and are also subject to certain additional risks, including, without limitation, the risk that their prices might not correlate perfectly with changes in the prices of the underlying index or securities and/or loans and the risk of trading in an ETF halting due to market conditions. Similarly, KKR Credit Funds or Other Clients can also invest in closed-end funds and other blind pools. Investments in such vehicles can subject KKR Credit Funds or Other Clients to additional risks, including, without limitation, the risk that KKR Credit might not properly evaluate such investment opportunities given its limited access to information regarding the investments made by the underlying pooled vehicle. Further, as a result of their investments in ETFs, closed-end funds and/or blind pools, KKR Credit Funds or Other Clients could bear, along with other investors in an ETF, closed-end fund or blind
pool, their pro rata portion of the vehicle’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of KKR Credit Funds’ or Other Client’s expenses (e.g., management fees and operating expenses), investors might also indirectly bear similar expenses of an ETF, closed-end fund or blind pool. Trading Cash and Physical Commodities From time to time, KKR Credit Funds or Other Clients trade physical or cash commodities for immediate or deferred delivery. Cash transactions relate to the purchase and sale of specific physical commodities and such contracts differ from each other with respect to terms such as quantity, grade, mode of shipment, terms of payment, penalties and risk of loss. There is no limit on daily price movements of cash commodities and banks, brokerage firms, and dealers in cash commodities are not required to continue to make markets in any commodity. Cash transactions are also subject to the risk of the foregoing entities’ failure, inability or refusal to perform with respect to such contracts. Credit Investment Risk Collateral Risk KKR Credit Funds or Other Clients will generally seek to make investments that a KKR Credit GP believes are secured by specific collateral, the value of which might initially exceed the principal amount of such investments, and which, if securing first priority liens, generally cannot be pledged, lent, re-hypothecated or otherwise reused by the borrower. However, there can be no assurance that the liquidation of any such collateral will satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal payments with respect to such investments and such investments are exposed to losses resulting from default and foreclosure. In the event of a foreclosure, KKR Credit Funds or Other Clients might directly or indirectly assume ownership of the underlying collateral. There can be no assurance that such collateral can be readily liquidated or that the liquidation proceeds upon sale of any such collateral will satisfy the entire outstanding balance of principal and interest on the loan. Any costs or delays involved in the effectuation of a foreclosure of a loan or a liquidation of underlying collateral will further reduce proceeds realized from a loan and increase losses. KKR Credit Funds or Other Clients cannot guarantee the adequacy of the protection of their interests in connection with any investment, including the validity or enforceability of a loan and the maintenance of the anticipated priority and perfection of applicable security interests. Under certain circumstances, collateral securing an investment will be released without the consent of a KKR Credit Fund or Other Client. KKR Credit Funds’ or Other Clients’ security interests with respect to investments in secured debt could be unperfected for a variety of reasons, including the failure to make required filings by lenders and, as a result, KKR Credit Funds or Other Clients might not have priority over other creditors as anticipated. Furthermore, KKR Credit Funds or Other Clients cannot assure that claims will not be asserted that might interfere with enforcement of KKR Credit Funds’ or Other Clients’ rights. First priority lien investments made by KKR Credit Funds or Other Clients will, in certain cases, provide a first priority lien over some, but not all, of the assets of the relevant borrower. KKR Credit Funds or Other Clients can also invest in second-lien debt investments and will from time to time, for example, to the extent it receives such assets in a restructuring or such assets are issued or otherwise acquired in connection with an investment in secured debt or in the operator or manager of any related platform, hold high yield securities, marketable and nonmarketable common and preferred equity securities and warrants and other unsecured investments, each of which involves a higher degree of risk than senior first-lien secured debt investments, including the reuse and subsequent loss of any such collateral by the borrower. Furthermore, KKR Credit Funds’ or Other Clients’ rights to payment and their security interests, if any, can be subordinated to the payment rights and security interests of senior lenders with respect to some or all of the assets of a portfolio company or other
issuer. Certain of these investments could have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In such cases, an issuer’s ability to repay the principal of an investment could be dependent upon a liquidity event or the long-term success of the issuer, the occurrence of which is uncertain. Similarly, while KKR Credit Funds or Other Clients will generally target investing in companies and other issuers it believes are of high quality, these issuers could still present a high degree of business and credit risk. Issuers in which KKR Credit Funds or Other Clients invest could deteriorate as a result of, among other factors, an adverse development in their businesses, a change in the competitive environment or the continuation or worsening of the current (or any future) economic and financial market downturns and dislocations. As a result, companies and other issuers that KKR Credit Funds or Other Clients expect to be stable or improve can operate, or expect to operate, at a loss or have significant variations in operating results, require substantial additional capital to support their operations or maintain their competitive position, or otherwise have a weak financial condition or be experiencing financial distress. Counterparty Default The stability and liquidity of repurchase agreements, swap transactions, forward transactions and other over-the-counter (“OTC”) derivative transactions in which KKR Credit Funds or Other Clients is permitted to engage in for hedging purposes depend in large part on the creditworthiness of the broker-dealers or other counterparties to the transactions. KKR Credit will monitor, on an ongoing basis, the creditworthiness of firms with which it will enter into such transactions. If there is a default by the counterparty to such a transaction, KKR Credit will, under most normal circumstances, have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights can involve delays or costs which could result in losses to KKR Credit Funds or Other Clients. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. If one or more of the counterparties were to become insolvent or the subject of insolvency proceedings in the U.S. (either under the U.S. Securities Investor Protection Act (“SIPA”) or the Bankruptcy Code), there exists the risk that the recovery of KKR Credit Funds’ or Other Clients’ securities and other assets from such counterparty will be delayed or be of a value less than the value of the securities or assets originally entrusted to such counterparty. Furthermore, in the event that any of KKR Credit Funds’ or Other Clients’ prime brokers (if any) rehypothecate KKR Credit Funds’ or Other Clients’ securities held with such prime broker and such prime broker becomes the subject of liquidation proceedings under SIPA, only the KKR Credit Funds’ or Other Clients’ “customer name securities” will be returned to them; KKR Credit Funds or Other Clients will have a “net equity” claim for the remainder of their securities, which will be satisfied from the aggregate pool of remaining customer property held by such prime broker. In addition, KKR Credit Funds or Other Clients from time to time use counterparties located in jurisdictions outside the U.S. Such counterparties are generally subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to KKR Credit Funds’ or Other Clients’ assets can be subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potential number of entities and jurisdictions that could be involved, it is impossible to generalize about the effect of such insolvency on KKR Credit Funds or Other Clients and their assets. Investors should assume that the insolvency of any such counterparty would result in significant delays in recovering KKR Credit Funds’ or Other Clients’ financial instruments from or the payment of claims therefore by such counterparty and a loss to KKR Credit Funds or Other Clients, which could be material. Settlement of transactions outside the U.S. can often take longer than settlement of comparable transactions in the U.S. For example, settlement of non-US secondary traded loan transactions generally takes longer outside the U.S. than the one day settlement cycle in the U.S. market. Longer settlement periods
increase the exposure of KKR Credit Funds’ and Other Clients participating in these non-U.S. transactions to trading counterparty risk. Short Sales KKR Credit manages short positions in certain KKR Credit Funds and Other Clients. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security or instrument could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position. There can be no assurance that the security necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the security to rise further, thereby exacerbating the loss. The SEC and certain other global regulators in jurisdictions in which KKR Credit Funds or Other Clients may trade have in the past adopted (and may in the future adopt) rules requiring reporting of all short positions above a certain de minimis threshold. If the short positions or strategy of a KKR Credit Fund or Other Client become generally known, it could have a significant effect on KKR Credit’s ability to implement its investment strategies. Short sales are also subject to certain SEC regulations and certain EU and UK regulations (under which there are restrictions on net short sales in certain securities). In response to market events, the SEC and regulatory authorities in other jurisdictions may adopt (and in certain cases, have adopted) bans or other restrictions on short sales of certain securities or on derivatives and other hedging instruments used to achieve a similar economic effect. Such bans and restrictions may make it impossible or more difficult for KKR Credit Funds or Other Clients to execute certain investment strategies and may have a material adverse effect on KKR Credit Funds’ or Other Clients’ ability to generate returns. Debt Securities KKR Credit Funds and Other Clients invest in various types of debt securities and instruments. Such securities and instruments could be unrated and whether or not rated often have speculative characteristics. In the absence of appropriate hedging measures, changes in interest rates generally will cause the value of debt investments to vary inversely to such changes. Typically, investments in debt securities and instruments with longer terms to maturity or duration are generally subject to greater volatility than investments in shorter-term obligations. The obligor of a debt security or instrument might not be able or willing to pay interest or to repay principal when due in accordance with the terms of the associated agreement. Commercial bank lenders and other creditors are sometimes able to contest payments to the holders of other debt obligations of the same obligor in the event of default under their commercial bank loan agreements. KKR Credit Funds or Other Clients invest in loans and other forms of debt that are not marketable securities. Loans are usually not securities, and are usually not listed on a recognized exchange and are usually less liquid or not liquid compared to other securities. Loans can be subject to transfer or assignment restrictions and approvals, and are generally treated and traded differently than debt securities. In addition, a loan will sometimes involve syndication with members of the syndicate having different and sometimes superior rights to those of a KKR Credit Fund or Other Client. Where a KKR Credit Fund or Other Client invests as a sub-participant in syndicated debt and/or loans, it is subject to certain risks as a result of having no direct contractual relationship with the underlying borrower and is generally dependent on the lender to enforce their rights and obligations and does not have any direct rights against the underlying borrower, any direct rights in the collateral, if any, securing such borrowing, or any right to deal directly with such borrower. Distressed Debt Certain KKR Credit Funds and Other Clients invest in securities and/or loans and other obligations and assets of companies that are in situations involving significant financial or business distress, including
companies involved in bankruptcy or other reorganization and liquidation proceedings. Such investments involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. There is no assurance that a KKR Credit Fund or Other Client will correctly evaluate the value of the assets collateralizing an investment or the prospects for a successful reorganization or similar action in respect of any company. In any reorganization or liquidation proceeding, KKR Credit Funds or Other Clients could lose their entire investment, be required to accept cash or securities and/or loans or assets with a value less than their original investment and/or be required to accept payment over an extended period of time. Troubled company investments and other distressed asset-based investments require active monitoring and, at times, require participation in business strategy or reorganization proceedings by a KKR Credit Fund or Other Client. To the extent that a KKR Credit Fund or Other Client becomes involved in such proceedings, KKR Credit Funds or Other Clients could have a more active participation in the affairs of the company than that assumed generally by an investor. In addition, involvement by a KKR Credit Fund or Other Client in a company’s reorganization proceedings could result in the imposition of restrictions limiting the ability of such KKR Credit Fund or Other Client to liquidate positions in the company. Mezzanine Securities and Mezzanine-Like Instruments Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. The ability of KKR Credit to influence a company’s affairs, especially during periods of financial distress or following insolvency, is substantially less than that of senior creditors. Mezzanine debt securities are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt securities have historically been higher than for investment grade securities. In the event of the insolvency of a portfolio company or similar event, the investment therein will be subject to fraudulent conveyance, subordination and preference laws. Some mezzanine debt investments are also subject to early redemption features, refinancing options, prepayment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation earlier than expected. In addition, mezzanine debt investments sometimes include enhanced information rights or other involvement with a company’s board of directors that could result in limiting the ability of KKR Credit Funds or Other Clients to liquidate positions in the company. Bankruptcy, Restructuring, Insolvency and Other Proceedings Investments in companies or other issuers involved in bankruptcy, restructuring or insolvency proceedings involve a number of significant risks. Many of the events within such proceedings can be adversarial and often beyond the control of creditors. While creditors are sometimes afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy, insolvency or other applicable court or judge will not approve actions which might be contrary to the interests of KKR Credit Funds or Other Clients, particularly in those jurisdictions which give a comparatively high priority to preserving the debtor company as a going concern, or to protecting the interests of either creditors with higher ranking claims in bankruptcy or of other stakeholders, such as employees. This is particularly the case in those jurisdictions considered to have ‘debtor-friendly’ insolvency regimes or which afford broad protections to employees, pension trustees, or trade creditors. Generally, the duration of a bankruptcy, restructuring or insolvency proceeding can only be roughly estimated. The reorganization of an issuer usually involves the development and negotiation of a plan of reorganization, plan approval by creditors and confirmation by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the issuer and KKR Credit Funds or Other Clients and could be subject to unpredictable and lengthy delays, particularly in jurisdictions which do not have specialized insolvency courts or judges and/or have a higher risk of political interference in insolvency
proceedings, all of which can have adverse consequences for KKR Credit Funds or Other Clients. During such processes, an issuer’s competitive position could erode, key management might depart and an issuer might not be able to invest adequately. In some cases, an issuer will not be able to reorganize and could be required to liquidate assets. The debt of companies and other issuers in financial reorganization will, in most cases, not pay current interest, might not accrue interest during reorganization and could be adversely affected by an erosion of the issuer’s fundamental values. Such investments can result in a total loss of principal. One of the protections offered in certain jurisdictions in bankruptcy proceedings is a stay on required payments by the borrower on loans or other securities. When a company or other issuer seeks relief under the bankruptcy laws of a particular jurisdiction (or has a petition filed against it), an automatic stay prevents all entities, including creditors, from foreclosing or taking other actions to enforce claims, perfect liens or reach collateral securing such claims. Creditors who have claims against an issuer prior to the date of the bankruptcy filing must generally petition the court to permit them to take any action to protect or enforce their claims or their rights in any collateral. Such creditors might be prohibited from doing so if the court concludes that the value of the property in which a creditor has an interest will be “adequately protected” during the proceedings. If the bankruptcy court’s assessment of adequate protection is inaccurate, a creditor’s collateral can be wasted without the creditor being afforded the opportunity to preserve it. Thus, even if a KKR Credit Fund or Other Client holds a secured claim, it could be prevented from collecting the liquidation value of the collateral securing its debt, unless relief from the automatic stay is granted by the court. If relief from the stay is not granted, the KKR Credit Fund or Other Client might not realize a distribution on account of its secured claim until a plan of reorganization or liquidation for a debtor is confirmed. Bankruptcy proceedings are inherently litigious, time consuming, highly complex and driven extensively by facts and circumstances, which can result in challenges in predicting outcomes. The equitable power of bankruptcy judges also can result in uncertainty as to the ultimate resolution of claims. A stay on payments to be made on the assets of a KKR Credit Fund or Other Client could adversely affect the value of those assets and the KKR Credit Fund or Other Client itself. Other protections in such proceedings include forgiveness of debt, the ability to create super-priority liens in favor of certain creditors of the debtor and certain well-defined claims procedures. Additionally, the numerous risks inherent in the insolvency process create a potential risk of loss by KKR Credit Funds or Other Clients of their entire investment in any particular issuer. Insolvency laws, in certain jurisdictions, result in a restructuring of the debt without KKR Credit Funds’ or Other Clients’ consent under the “cramdown” provisions of applicable insolvency laws and also result in a discharge of all or part of the debt without payment to KKR Credit Funds or Other Clients. Money Market Funds Money market funds are subject to the risk that the returns will decline during periods of falling interest rates because money market funds could have to reinvest the proceeds from matured, traded or called debt obligations at interest rates below their current earnings rate. For instance, when interest rates decline, an issuer of debt obligations can exercise an option to redeem securities prior to maturity, thereby forcing the money market fund to invest in lower-yielding securities. A money market fund also could choose to sell higher-yielding portfolio securities and to purchase lower-yielding securities to achieve greater portfolio diversification, because the portfolio manager believes the current holdings are overvalued or for other investment-related reasons. A decline in the returns received by a money market fund from its investments is likely to have an adverse effect on its net asset value, yield and total return. Non-Performing Loans Directive On November 24, 2021, the European Parliament approved the final version of Directive 2021/2167 which addresses high levels of non-performing loans held by banks in the EU (the “NPL Directive”). The NPL
Directive targets certain entities acting as credit servicers which become subject to new requirements in relation to the conduct of credit servicing business and entered into force in December 2021. Luxembourg has implemented the NPL Directive (the “NPL Law”). Under the NPL Law, a credit servicer (or a credit institution or a non-credit institution subject to supervision in accordance with Directive 2008/48/EC of the European Parliament and of the Council of 23 April 2008 on credit agreements for consumers or Directive 2014/17/EU of the European Parliament and of the Council of 4 February 2014 on credit agreements for consumers relating to residential immovable property) generally needs to be appointed by the credit purchaser to service non-performing loans within the meaning of the NPL Law (i.e., non-performing loans originated from an EU credit institution that are transferred to an entity that is not a credit institution). This obligation applies (i) in the case of EU credit purchasers, to non-performing loans concluded with consumers and (ii) in the case of non-EU credit purchasers, to non-performing loans concluded with natural persons or small and medium-sized enterprises (SMEs). Luxembourg credit servicers need to be authorized by the Commission de Surveillance du Secteur Financier (CSSF). Inflation Risk The market price of fixed-income investments generally falls as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received by the relevant KKR Credit Funds or Other Clients. Fixed-income investments that pay a fixed rather than a variable interest rate is especially vulnerable to inflation risk because variable-rate securities could participate, over the long term, in rising interest rates which have historically corresponded with long-term inflationary trends. Most high yield investments pay a fixed rate of interest and are therefore vulnerable to inflation risk. The U.S. and other developed economies have been experiencing higher than normal inflation rates. It remains uncertain whether substantial inflation in the U.S. and other developed economies will be sustained over an extended period of time or have a significant adverse effect on the U.S. or other economies. In an attempt to stabilize inflation, countries could impose wage and price controls or otherwise intervene in the economy, and certain central banks have raised interest rates, as described above. Governmental efforts to curb inflation often have negative effects on the level of economic activity. Further, some countries have historically experienced substantial rates of inflation. Past governmental efforts to curb inflation have also involved more drastic economic measures that have had a materially adverse effect on the level of economic activity in the countries where such measures were employed. Inflation and rapid fluctuations in inflation rates have had, and could continue to have, negative effects on the economies and securities markets of certain emerging economies, including in countries where KKR Credit Funds and Other Clients are expected to invest. Tariffs, to the extent imposed by the United States government on foreign nations and vice versa could cause inflation to rise in the United States and in countries in which portfolio companies operate, which could have negative effects on the returns of our investments. Please see “— Market, Economic and Political Risks” below. Commodity Price Risk Certain investments made by KKR Credit Funds or Other Clients are subject to commodity price risk. The operation and cash flows of any issuer in which KKR Credit Funds or Other Clients invest will depend, in some cases to a significant extent, upon prevailing market prices of commodities, including for example, commodities such as oil, natural gas, coal, electricity, steel or concrete. Commodity prices fluctuate depending on a variety of factors beyond the control of KKR Credit, including, without limitation, weather conditions, foreign and domestic supply and demand, force majeure events, pandemics, changes in law, governmental regulations, price and availability of alternative commodities, international political conditions and overall economic conditions. For example, shifting geopolitics and conflicts in areas around the world, such as China, Russia, Ukraine, and the Middle East, including the imposition of sanctions and
protectionist policies, have, and could continue to, exacerbate price volatility globally, including by continuing to increase commodity prices. These economies also have extensive external debt and have from time-to-time experienced high rates of inflation. Commodity prices are generally expected to rise in inflationary environments, and foreign exchange rates are often affected by countries’ monetary and fiscal responses to inflationary trends. In addition, intensifying rivalries and conflicts in the Asia-Pacific region, Middle East, EU and globally have created new complexities in the international business environment, including through the imposition of sanctions, national security-motivated regulatory changes, and protectionist policies by certain countries. For more information on related risks see also “Global Limitations on Trade and Foreign Investment” above. Some KKR Credit investments or portfolio companies, such as commodity producers benefit from an increase in commodity prices (or are harmed by a decline in commodity prices), while other KKR Credit investments or portfolio companies, such as companies dependent on the use of commodities, are affected inversely. If certain portfolio companies are unable to raise prices to offset increases in the cost of raw materials or other inputs, or if customers defer purchases of or seek substitutes for the products of KKR Credit Funds, Other Clients or such portfolio companies, KKR Credit Funds, Other Clients or such portfolio companies could experience lower operating income which could in turn reduce the valuation of investments of such KKR Credit Funds, Other Clients or those portfolio companies. In addition, portfolio companies are dependent to varying degrees on the energy sector through, for example, the provision of equipment and services used in energy exploration and production. These companies benefit from an increase or could be materially adversely affected from a decline in commodity prices. Without limiting the foregoing, to the extent that KKR Credit Funds or Other Clients make investments in the oil and gas industry, KKR Credit Funds’ or Other Clients’ performances in respect thereof will be impacted by, among other things, changes in oil, natural gas and natural gas liquids prices. Oil, natural gas and natural gas liquids prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to any of the following factors: (i) relatively minor changes in the supply of and demand for oil, natural gas, natural gas liquids or coal; (ii) market uncertainty and the condition of various economies (including interest rates, levels of economic activity, the price of securities and the participation by other investors in the financial markets); (iii) political conditions in international oil producing regions; (iv) terrorist acts; (v) the extent of domestic production and importation of oil, natural gas, natural gas liquids or coal in certain relevant markets; (vi) the level of consumer demand; (vii) weather conditions;(viii) the competitive position of oil, natural gas, natural gas liquids or coal as a source of energy as compared with other energy sources; (ix) the refining capacity of oil, natural gas and natural gas liquids; (x) the effect of non-U.S., federal and state regulation on the production, transportation and sale of oil and other price controls, taxes and environmental laws and regulations; (xi) the price of non-U.S. imports; (xii) the value of the U.S. dollar; (xiii) the availability of pipeline capacity; and (xiv) a variety of other factors beyond KKR Credit’s control. Any substantial and extended decline in the price of oil, natural gas or natural gas liquids would have an adverse effect on the revenues, profitability and cash flows from operations of the issuers of KKR Credit Funds’ or Other Clients’ portfolio investments in this sector. In addition, estimates of hydrocarbon reserves by qualified engineers are often a key factor in valuing certain oil and gas assets. These estimates are subject to wide variances based on changes in commodity prices and certain technical assumptions. Accordingly, it is possible for such reserve estimates to be significantly revised from time to time, creating significant changes in the value of KKR Credit Funds’ or Other Clients’ portfolio investments. Volatile oil, natural gas and natural gas liquids prices make it difficult to estimate the value of developed properties for acquisition and divestiture and often cause disruption in the market for oil, natural gas and natural gas liquids developed properties, as buyers and sellers have difficulty agreeing on such value. Price
volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation projects. Credit Rating Rating agencies rate debt securities based upon their assessment of the likelihood of the receipt of principal and interest payments. Rating agencies do not consider the risks of fluctuations in market value or other factors that could influence the value of debt securities. Ratings assigned by rating agencies are based on analyses conducted at the time of rating, often relying heavily on historical data, which may not accurately reflect present or future circumstances. Ratings are not absolute measures of quality and do not account for fluctuations in market value or other investment risks. Credit quality may change suddenly, and ratings may not reflect an issuer’s current financial condition. Therefore, the credit rating assigned to a particular instrument might not fully reflect the true risks of an investment in such instrument. Credit rating agencies can change their methods of evaluating credit risk and determining ratings. These changes could occur quickly and often. While KKR Credit Funds or Other Clients can give some consideration to ratings, ratings are not necessarily indicative of the actual credit risk of KKR Credit Funds’ or Other Clients’ investments in rated instruments. High-Yield Debt KKR Credit Funds or Other Clients, from time to time, hold debt investments that are classified as “higheryielding” (and, therefore, higher-risk) investments. In most cases, such debt will be rated below “investment grade” or will be unrated and face ongoing uncertainties and exposure to adverse business, financial or economic conditions and the issuer’s failure to make timely interest and principal payments. The market for high yield securities has recently experienced periods of volatility and reduced liquidity. The market values of certain of these debt investments can reflect individual relevant sector and other relevant developments. A general economic recession or a major decline in the demand for products and services in which the borrower operates would likely have a materially adverse impact on the value of such securities. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, can also decrease the value and liquidity of these high yield debt investments. Convertible Securities KKR Credit Funds or Other Clients sometimes invest in or otherwise hold convertible securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that could be converted into, or exchanged for, a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics, and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. If the value of the underlying common stock decreases, the conversion value of the convertible security will also decrease. If a convertible security held by KKR Funds or Other Clients is called for redemption, the relevant KKR Funds or Other Clients will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third-party. Any of these events could have an adverse effect on such KKR Credit Funds’ or Other Clients’ ability to achieve their investment objective.
Investment Grade Debt Investments Debt securities and instruments acquired by the KKR Credit Funds (if any) that are rated Baa or higher by Moody’s, BBB or higher by S&P or unrated securities and instruments deemed by the Advisor to be of comparable quality are considered to be “investment grade.” Generally, a higher rating indicates the rating agency’s opinion that there is less risk of default of obligations thereunder including timely repayment of principal and payment of interest. Debt securities and instruments in the lowest investment grade category could have speculative characteristics and more closely resemble high-yield debt investments than investment grade debt investments. Lower rated securities and instruments could be subject to all of the risks applicable to high-yield debt investments, and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade debt investments. A number of risks associated with rating organizations apply to the purchase or sale of investment grade debt investments. Risks of Holding Non-Performing Real Estate Loans and Participations Real estate loans or participation interests therein originated or otherwise acquired by KKR Credit Funds or Other Clients could be, at the time of their acquisition, or could become after acquisition, non-performing for a wide variety of reasons. Such non-performing real estate loans could require a substantial amount of workout negotiations and/or restructuring, which could entail, among other things, a substantial reduction in the interest rate and a substantial write down of the principal of such loans. However, even if a restructuring were successfully accomplished, a risk exists that upon maturity of such real estate loan, replacement “takeout” financing will not be available. Purchases of participations in real estate loans raise many of the same risks as investments in real estate loans and also carry risks of illiquidity and lack of control. As noted above, it is possible that the Advisor could find it necessary or desirable to foreclose on collateral securing one or more real estate loans held by the Funds. The foreclosure process varies jurisdiction by jurisdiction, and can be lengthy and expensive. Borrowers often resist foreclosure actions by asserting numerous claims, counterclaims and defenses against the holder of a real estate loan including, without limitation, lender liability claims and defenses, even when such assertions have no basis in fact, in an effort to prolong the foreclosure action. In some jurisdictions, foreclosure actions can take up to several years or more to conclude. During the foreclosure proceedings, a borrower could have the ability to file for bankruptcy, potentially staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and could result in disrupting ongoing leasing and management of the property. Debt Investment Ratings The KKR Credit GP will perform its own independent investment analysis of investments being considered for the KKR Credit Funds. The General Partner will also, however if applicable, consider the ratings assigned by various investment services and independent rating organizations, such as Moody’s and S&P, which publish ratings based upon their assessment of the relative creditworthiness of the rated debt investments. Generally, a lower rating indicates higher credit risk, and higher yields are ordinarily available from debt investments in the lower rating categories to compensate investors for the increased credit risk. Any use of credit ratings in evaluating debt investments can involve certain risks. For example, ratings assigned by the rating agencies are based upon an analysis completed at the time of the rating of the obligor’s ability to pay interest and repay principal, typically relying to a large extent on historical data, which could inaccurately represent present or future circumstances. Ratings do not purport to reflect the risk of fluctuations in market value of the relevant debt investment and are not absolute standards of quality and only express the rating agency’s current opinion of an obligor’s overall financial capacity to pay its financial obligations. A credit rating is not a statement of fact or a recommendation to purchase, sell or hold a debt obligation. Also, credit quality can change suddenly and unexpectedly, and credit ratings could not
reflect the issuer’s current financial condition or events since the investment was last rated. Rating agencies could have a financial interest in generating business, including from the arranger or issuer of the investment that normally pays for that rating, and a low rating could affect future business. While rating agencies have policies and procedures to address this potential conflict of interest, there is a risk that these policies will fail to prevent a conflict of interest from impacting the rating. Additionally, legislation has been enacted in certain jurisdictions in an effort to reform rating agencies. For example, rules also have been adopted in the United States by the SEC to require rating agencies to provide additional disclosure and reduce conflicts of interest, and further reform has been proposed. It is uncertain how such legislation or additional regulation might impact the ratings agency business and the General Partner’s investment process. Preferred Stock KKR Credit Funds or Other Clients invest in preferred stock which generally pays dividends at a defined rate. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock can be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends could be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock also are sometimes subject to optional or mandatory redemption provisions. Participations Interests KKR Credit Funds or Other Clients invest in broadly syndicated loans indirectly through acquiring participation interests in all or a portion of a loan, and any related collateral or an indirect interest (for example, through a swap or other derivative instrument) in such a participation interest. Participations in a loan will result in a contractual relationship between a KKR Credit Fund or Other Client and the institution participating out, or selling, the relevant portion of the loan and not with the obligor under the loan. Participation interests will only give KKR Credit Funds or Other Clients the right to receive payments of principal and interest from the institution participating out the loan, and not directly from the obligor, and will typically give KKR Credit Funds or Other Clients limited consent rights to amendments of the underlying credit documents. Similarly, KKR Credit Funds or Other Clients will not have any direct rights against the issuers of the related notes, any direct rights or recourse in the collateral, if any, securing such notes, or any right to deal directly with any such issuers. The note holder can, in general, retain the right to determine whether remedies provided for in the underlying indenture will be exercised, or waived, without any prior consultation with, or consent by, KKR Credit Funds or Other Clients. In the event that a KKR Credit Fund or Other Client enters into such an indirect investment or derivative transaction, there can be no assurance that the relevant KKR Credit Fund’s or Other Client’s ability to realize upon a participation or derivative interest will not be interrupted or impaired in the event of the bankruptcy or insolvency of any of the borrower, the note holder or the KKR Credit Fund’s or Other Client’s counterparty in such indirect investment or derivative transaction. Asset-Backed Securities Some KKR Credit Funds or Other Clients invest in opportunities to directly finance certain financial assets including asset-backed securities (“ABSs”) and other structured products, which are securities and instruments backed by mortgages, including commercial mortgage-backed securities, trade claims, installment sale contracts, credit card receivables or other assets and which include collateralized debt obligations. The investment characteristics of ABSs differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that the principal could be prepaid at any time because the underlying loans or other assets generally can be prepaid at any time. ABSs are not secured by an interest in the related collateral. Credit card receivables, for example, are generally unsecured and the debtors are entitled to the protection of a number of U.S. state
and federal (and comparable non-U.S.) consumer loan laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. Most issuers of ABSs backed by automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related ABSs. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the ABSs might not have a proper security interest in all of the obligations backing such ABSs. Therefore, there is a possibility that recoveries on repossessed collateral might not, in some cases, be available to support payments on these securities. The risk of investing in ABSs is ultimately dependent upon payment of consumer loans by the debtor. The collateral supporting ABSs is of shorter maturity than certain other types of loans and is less likely to experience substantial prepayments. ABSs are often backed by pools of any variety of assets, including, for example, leases, mobile home loans and aircraft leases, which represent the obligations of a number of different parties and use credit enhancement techniques such as letters of credit, guarantees or preference rights. The value of an ABS is affected by changes in the market’s perception of the asset backing the security and the creditworthiness of the servicing agent for the loan pool, the originator of the loans or the financial institution providing any credit enhancement, as well as by the expiration or removal of any credit enhancement. In addition, investments in subordinated ABSs involve greater credit risk of default than the senior classes of the issue or series. Default risks are further pronounced in the case of ABSs secured by, or evidencing an interest in, a relatively small or less diverse pool of underlying loans. Certain subordinated securities absorb all losses from default before any other class of securities is at risk, particularly if such securities have been issued with little or no credit enhancement equity. Such securities, therefore, possess some of the attributes typically associated with equity investments. Residential Mortgage-Backed Securities Some KKR Credit Funds or Other Clients can also invest in residential mortgage-backed securities (“RMBS”) and whole loans. There is increasing regulatory scrutiny on institutional investors acquiring residential homes. Proposed or enacted legislation could impose restrictions on ownership, increase transaction costs, or limit operations. Changes in housing policies, rent control measures, or taxation could also have a material effect on portfolio performance of RMBS and whole loans. Holders of whole loans carry borrower credit risk, servicing considerations, and foreclosure complexities, which could affect repayment and asset recovery. Unlike securitized products, whole loans are individually held and expose investors to borrower default, foreclosure complexities, and economic conditions. Further, valuation and liquidity may be limited as whole loans do not benefit from standardized trading markets. As a result, a portfolio of whole loans could experience loss. Holders of RMBS bear various risks, including credit, market, interest rate, structural and legal risks. RMBS represent interests in pools of residential mortgage loans secured by residential mortgage loans. Such loans can be prepaid at any time. Residential mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity, although such loans could be securitized, and the securities issued in such securitization could be guaranteed or credit enhanced. The rate of defaults and losses on residential mortgage loans will be affected by a number of factors, including general economic conditions and those in the area where the related mortgaged property is located, the borrower’s equity in the mortgaged property and the financial circumstances of the borrower. If a residential mortgage loan is in default, foreclosure of such residential mortgage loan can be a lengthy and difficult process and could involve significant expenses. Furthermore, the market for defaulted residential mortgage loans or foreclosed properties could be very limited.
At any one time, a portfolio of RMBS could be backed by residential mortgage loans with disproportionately large aggregate principal amounts secured by properties in only a few states or regions. As a result, the residential mortgage loans can be more susceptible to geographic risks relating to such areas, such as adverse economic conditions, adverse events affecting industries located in such areas and natural hazards affecting such areas, than would be the case for a pool of mortgage loans having more diverse property locations. In addition, the residential mortgage loans could include so-called “Jumbo” mortgage loans, having original principal balances that are higher than is generally the case for residential mortgage loans. As a result, such portfolio of RMBS could experience increased losses. Residential mortgage loans in an issue of RMBS will be subject to various federal and state laws, public policies and principles of equity that protect consumers, which among other things will regulate interest rates and other charges, require certain disclosures, require licensing of originators, prohibit discriminatory lending practices, regulate the use of consumer credit information and regulate debt collection practices. Violation of certain provisions of these laws, public policies and principles could limit the servicer’s ability to collect all or part of the principal of or interest on a residential mortgage loan, entitle the borrower to a refund of amounts previously paid by it, or subject the servicer to damages and sanctions. Any such violation could result also in cash flow delays and losses on the related issue of RMBS. RMBS have structural characteristics that distinguish them from other asset-backed securities. The rate of interest payable on RMBS could be set or effectively capped at the weighted average net coupon of the underlying mortgage loans themselves. As a result of this cap, the return to investors is dependent on the relative timing and rate of delinquencies and prepayments of mortgage loans bearing a higher rate of interest. In general, early prepayments will have a greater impact on the yield to investors. Federal and state law could also affect the return to investors by capping the interest rates payable by certain mortgagors. For example, the Service Members Civil Relief Act of 2003 provides relief for soldiers and members of the reserve called to active duty by capping the interest rates on their mortgage loans at 6% per annum. Certain RMBS could provide for the payment of only interest for a stated period of time. In addition, structural and legal risks of RMBS include the possibility that, in a bankruptcy or similar proceeding involving the originator or the servicer (often the same entity or affiliates), the assets of the issuer could be treated as never having been truly sold by the originator to the issuer and could be substantively consolidated with those of the originator, or the transfer of such assets to the issuer could be voided as a fraudulent transfer. Challenges based on such doctrines could also result in cash flow delays and losses on the related issue of RMBS. Commercial MBS Mortgage loans on commercial properties often are structured so that a substantial portion of the loan principal is not amortized over the loan term but is payable at maturity, and repayment of the loan principal thus often depends upon the future availability of real estate financing from the existing or an alternative lender and/or upon the current value and salability of the real estate. Therefore, the unavailability of real estate financing may lead to default. The repayment of loans secured by income-producing properties is typically dependent upon the successful operation of the related real estate project rather than upon the liquidation value of the underlying real estate. Furthermore, the net operating income from and value of any commercial property is subject to various risks, including changes in general or local economic conditions and/or specific industry segments; the solvency of the related tenants; declines in real estate values; declines in rental or occupancy rates; increases in interest rates, real estate tax rates and other operating expenses; changes in governmental rules, regulations and fiscal policies; access to transportation; acts of God; terrorist threats and attacks and social unrest and civil disturbances. Changes in work patterns, such as telecommuting and shared workspace, may also adversely impact demand for commercial properties. Most commercial mortgage loans underlying
commercial MBS are effectively non-recourse obligations of the borrower, meaning that there is no recourse against the borrower’s assets other than the collateral. If borrowers are not able or willing to refinance or dispose of encumbered property to pay the principal and interest owed on such mortgage loans, payments on the subordinated classes of the related MBS are likely to be adversely affected. The ultimate extent of the loss, if any, to the subordinated classes of MBS may only be determined after a negotiated discounted settlement, restructuring or sale of the mortgage note or the foreclosure (or deed in lieu of foreclosure) of the mortgage encumbering the property and subsequent liquidation of the property. Foreclosure can be costly and delayed by litigation and/or bankruptcy. Factors such as the property’s location, the legal status of title to the property, its physical condition and financial performance, environmental risks and governmental disclosure requirements with respect to the condition of the property may make a third party unwilling to purchase the property at a foreclosure sale or to pay a price sufficient to satisfy the obligations with respect to the related MBS. Revenues from the assets underlying such MBS may be retained by the borrower and the return on investment may be used to make payments to others, maintain insurance coverage, pay taxes or pay maintenance costs. Such diverted revenue is generally not recoverable without a court appointed receiver to control collateral cash flow. Zero Coupon and PIK Bonds Because investors in zero coupon or PIK bonds receive no cash prior to the maturity or cash payment date applicable thereto, an investment in such securities generally has a greater potential for complete loss of principal and/or return than an investment in debt instruments that make periodic interest payments. Such investments are more vulnerable to the creditworthiness of the issuer and any other parties upon which performance relies. Time Required for Maturity of Investments Certain individual loans or bonds held by a KKR Credit Fund or Other Client have terms longer than the term of a KKR Credit Fund or Other Client, and certain loans have grace periods of several years. Furthermore, a KKR Credit Fund or Other Client could, in connection with collateral held by it acquire non-marketable common or preferred equity securities and other illiquid assets with equity participation features, which, to the extent that they have value at all, will likely not have realizable value for a significant period of time. Accordingly, it is unlikely that significant distributions to investors will occur for a number of years from the date of the applicable capital contributions, and certain investments might need to be disposed of upon dissolution of KKR Credit Funds or Other Clients for less than their potential value. Early Prepayment Senior debt investments generally have maturities ranging from six to seven years. Given that much senior debt is repaid early, the actual maturity of such investments is typically shorter than their stated final maturity calculated solely on the basis of the stated life and repayment schedule. Generally, voluntary prepayments are permitted, and the timing of prepayments cannot be predicted with any accuracy. The degree to which borrowers prepay senior debt, whether as a contractual requirement or at their election, could be affected by general business conditions, market interest rates, the borrower’s financial condition and competitive conditions among lenders. Prepayments are likely to be made during any period of declining interest rates. Such prepayments could result in KKR Credit Funds or Other Clients receiving a lower than anticipated yield on such investments.
Limited Amortization Requirements KKR Credit Funds or Other Clients can invest in loans that have limited mandatory amortization requirements. While these loans could obligate the borrower to repay the loans out of asset sale proceeds or with annual excess cash flow, repayment requirements could be subject to substantial limitations that would allow a borrower to retain such asset sale proceeds or cash flow, thereby extending the expected weighted average life of the investment. In addition, a low level of amortization of any debt over the life of the investment could increase the risk that a borrower will not be able to repay or refinance the loans held by KKR Credit Funds or Other Clients when they mature. Risks Arising from Purchases of Debt on a Secondary Basis KKR Credit Funds and Other Clients invest in loans and debt securities acquired on a secondary basis. KKR Credit Funds and Other Clients are unlikely to be able to negotiate the terms of such debt as part of their acquisition and, as a result, these investments might not include some of the covenants and protections KKR Credit Funds and Other Clients generally seek. Even if such covenants and protections are included in the investments held by KKR Credit Funds and Other Clients, the terms of the investments could provide the relevant borrowers with substantial flexibility in determining compliance with such covenants. In addition, the terms on which debt is traded on the secondary market could represent a combination of the general state of the market for such investments and either favorable or unfavorable assessments of particular investments by the sellers thereof. Senior Secured Loans Senior secured term loans in most circumstances are fully collateralized by assets of the borrower. Such instruments vary from other types of debt in that they generally hold a senior position in the capital structure of a borrower. Thus, they are generally repaid before unsecured bank loans, corporate bonds, subordinated debt, trade creditors, and preferred or common stockholders. Substantial increases in interest rates may cause an increase in loan defaults as borrowers may lack resources to meet higher debt service requirements. The value of the KKR Credit Funds’ or Other Clients’ assets may also be affected by other uncertainties such as economic developments affecting the market for senior secured term loans or affecting borrowers generally. Senior secured term loans usually include restrictive covenants, which must be maintained by the borrower. The KKR Credit Funds or Other Clients may have an obligation with respect to certain senior secured term loan investments to make additional loans upon demand by the borrower. Such instruments, unlike certain bonds, usually do not have call protection. This means that such interests, while having a stated term, may be prepaid, often without penalty. The rate of such prepayments may be affected by, among other things, general business and economic conditions, as well as the financial status of the borrower. Prepayment would cause the actual duration of a senior secured term loans to be shorter than its stated maturity. Senior secured term loans typically will be secured by pledges of collateral from the borrower in the form of tangible and intangible assets. In some instances, the KKR Credit Funds or Other Clients may invest in senior secured term loans that are secured only by stock of the borrower or its subsidiaries or affiliates. The value of the collateral may decline below the principal amount of the senior secured term loans subsequent to an investment by the KKR Credit Funds or Other Clients. Covenant-Lite Loans To the extent permitted by a KKR Credit Fund’s or Other Client’s investment guidelines, the KKR Credit Fund or Other Client may invest in loans that do not contain any financial covenants or require the borrower
to comply with any maintenance covenant (referred to as “cov-lite” loans). Ownership of Cov-Lite loans may expose the KKR Credit Fund or Other Client to different risks, including with respect to liquidity, price volatility and ability to restructure loans, than in the case with loans that have such covenants. An investment by the KKR Credit Fund or Other Client in a cov-lite loan may potentially hinder the ability to reprice credit risk associated with such investment and reduce the ability to restructure a problematic loan and mitigate potential loss. Furthermore, it is possible that private equity sponsors, which control many of the companies that have incurred cov-lite loans in recent years, may take more aggressive stances with their lenders with respect to such loans in light of current market conditions. In addition, these flexible covenants (or the absence of covenants) could cause portfolio companies to experience a significant downturn in their results of operation without triggering any default that would permit holders of the senior secured loan to accelerate indebtedness or negotiate terms and pricing. Such a delay to exercise remedies may lower the ultimate recoveries received by the KKR Credit Fund or Other Client in any insolvency or restructuring of indebtedness of the portfolio companies. Structured Products The KKR Credit Funds or Other Clients may invest its assets in securities backed by, or representing interests in, certain underlying instruments (“structured products”), including collateralised debt obligations (“CDO”) (see also “Collateralised Debt Obligation Investments” below.) These investments may be effected through cash instruments or synthetic instruments. These investments may be illiquid in nature, with no readily available secondary market and may be highly leveraged or volatile in nature. Any of the KKR Credit Funds’ or Other Clients’ investments in structured products may be subject to typical market risks. The cash flow on the underlying instruments may be apportioned among the structured products to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to the structured products is dependent on the extent of the cash flow on the underlying instruments. The KKR Credit Funds’ or Other Clients’ may invest in structured products that represent derived investment positions based on relationships among different markets or asset classes. The performance of structured products will be affected by a variety of factors, including its priority in the capital structure of the issuer, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets. The risks associated with structured products involve the risks of loss of principal due to market movement. In addition, investments in structured products may be illiquid in nature, with no readily available secondary market. Because they are linked to their underlying markets or securities, investments in structured products generally are subject to greater volatility than an investment directly in the underlying market or security. Total return on a structured product is derived by linking the return to one or more characteristics of the underlying instrument. Because certain structured products of the type in which the KKR Credit Funds or Other Clients may invest may involve no credit enhancement, the credit risk of those structured products generally would be equivalent to that of the underlying instruments. The KKR Credit Funds or Other Clients may invest in a class of structured products that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured products typically have higher yields and present greater risks than unsubordinated structured products. Certain issuers of structured products may be deemed to be “investment companies” as defined in the Investment Companies Act. As a result, the KKR Credit Funds or Other Clients’ investments in these structured products may be limited by the restrictions contained in the Investment Company Act. Structured products are typically sold in private placement transactions, and there currently is no active trading market
for structured products. As a result, certain structured products in which the KKR Credit Funds or Other Clients invests may be deemed illiquid and subject to its limitation on illiquid investments. Synthetic Instruments KKR Credit Funds or Other Clients invest in synthetic instruments such as swaps (including total return swaps), synthetic swaps, OTC and other derivative instruments. Investing through the purchase of synthetic instruments presents risks in addition to those resulting from direct purchases of underlying securities or assets. KKR Credit Funds or Other Clients usually have a contractual relationship with the counterparty of such synthetic instrument, rather than the underlying obligor. Under the terms of these synthetic instruments, KKR Funds or Other Clients will generally have neither the right to enforce compliance by the underlying obligor directly, nor any voting or other consensual rights of ownership with respect to the underlying obligation. KKR Credit Funds or Other Clients will not benefit directly from any collateral supporting the underlying obligation and will not have the benefit of remedies normally available to a holder of such underlying obligation. In addition, if the counterparty becomes insolvent, KKR Credit Funds or Other Clients will be treated as general creditors of such counterparty and will not have any claim of title with respect to the underlying obligation. Consequently, KKR Credit Funds or Other Clients will be subject to the credit risk of the counterparty as well as that of the underlying obligor. Additionally, KKR Credit Funds and Other Clients are subject to regulatory minimum swap margin requirements, which increase the costs of trading and could make it infeasible in certain instances. The SEC or other regulators may in the future propose or adopt rules, or take other regulatory actions, relating to security-based swaps, synthetic instruments or derivatives that could impose additional reporting, disclosure, margin or other requirements on KKR Credit Funds or Other Clients, which could increase compliance costs or otherwise adversely affect their investment activities. Collateralized Debt Obligation Investments The KKR Credit Funds and Other Clients may invest directly or indirectly in CDO or similar securities, which are subject to credit, liquidity, correlation and interest rate risks. Any CDO securities purchased by the KKR Credit Funds or Other Clients may be unrated or non-investment grade. Unrated and noninvestment grade CDO securities are subject to a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions or both may impair the ability of the related issuer or obligor to make payments of principal or interest. Such investments may be speculative. In addition, as a holder of CDO equity, the KKR Credit Funds or Other Clients will have limited remedies available upon the default of the CDO. The value of the CDO securities owned by the KKR Credit Funds and Other Clients generally will fluctuate with, among other things, the financial condition of the obligors on or issuers of the underlying portfolio of assets of the related CDO (the “CDO Collateral”), general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. Consequently, holders of CDO securities must rely solely on distributions on the CDO Collateral or proceeds thereof for payment in respect thereof. If distributions on the CDO Collateral are insufficient to make payments on the CDO securities, no other assets will be available for payment of the deficiency and following realization of the CDO securities, the obligations of such issuer to pay such deficiency generally will be extinguished. CDO Collateral may consist of high yield debt securities, bank debt, asset-backed securities, credit default swaps and other instruments, which often are rated below investment grade (or of equivalent credit quality). High yield debt securities generally are unsecured (and bank debt may be unsecured), and may be subordinated to certain other obligations of the issuer thereof. The lower ratings of high yield securities
and below investment grade bank debt reflect a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions, or both, may impair the ability of the related issuer or obligor to make payments of principal or interest. Such investments may be speculative and inherently involve a significant amount of leverage. In addition, the lack of an established, liquid secondary market and/or trading restrictions for some CDO securities may have an adverse effect on the market value of those CDO securities and will in most cases make it difficult to dispose of such CDO securities. Therefore, if the KKR Credit Funds and Other Clients decides to dispose of any particular CDO security, no assurance can be given that it will be able to dispose of such CDO security at the prevailing market price, if at all. Interest Rate Risk KKR Credit Funds’ or Other Clients’ investments will expose them to interest rate risks, meaning that changes in prevailing market interest rates could negatively affect the value of such investments. Factors that can affect market interest rates include, without limitation, inflation, slow or stagnant economic growth or recession, unemployment, money supply, governmental monetary policies, international disorders and instability in U.S. and non-U.S. financial markets. There are from time to time significant expected and unexpected movements in interest rates, which movements could have adverse effects on portfolio companies and the broader economy as a whole. In light of the foregoing, and more generally, a KKR Credit Funds or Other Clients could periodically experience imbalances in the interest rate sensitivities of their assets and liabilities and the relationships of various interest rates to each other, which could adversely affect their performance. As indicated above, certain KKR Credit Funds or Other Client investments are highly leveraged. As such, movements in the level of interest rates affect the returns from these assets more significantly than other assets. The structure and nature of the debt encumbering an investment is therefore an important element to consider in assessing the interest rate risk of the investment. In particular, the type of facilities, maturity profile, rates being paid, fixed versus variable components and covenants in place (including the manner in which they affect returns to equity holders) are crucial factors in assessing any interest rate risk. KKR Credit Funds, Other Clients and their portfolio companies regularly utilize the corporate debt markets in order to obtain financing for their operations. Favorable market conditions in certain countries have been and are dependent to some extent on continued monetary policy accommodations from central banks, including the U.S. Federal Reserve. If the U.S. Federal Reserve raises its benchmark interest rate, the cost of financing will rise and economic growth in the U.S. could slow. Furthermore, higher interest rates in the U.S. could also reduce the relative attractiveness of other global markets, thereby applying pressure to foreign asset values and currencies. To the extent that credit markets render such financing difficult to obtain or more expensive, this may negatively impact the operating performance of KKR Credit portfolio companies and, therefore, the investment returns of KKR Credit Funds and Other Clients. Risks Relating to the Banking Sector In early 2023, bank failures in the U.S. and EU caused uncertainty for financial services companies especially in the banking sector, and U.S. middle market banks in particular and fear of instability in the global financial system generally. Many financial institutions experienced volatile stock prices and significant losses in their equity value, and there is concern that depositors have withdrawn, or could withdraw in the future, significant sums from their accounts at these institutions (each, a “Distress Event”). While the impact of the foregoing on global markets and financial institutions has appeared to subside, there is no guarantee that similar Distress Events do not occur in the future.
Banks and other financial institutions, including those that could undergo Distress Events could provide credit facilities and/or other forms of financing to KKR Credit Funds, Other Clients or their portfolio investments. There can be no assurance that such financial institutions will honor their obligations as creditors or that another financial institution would be willing and able to provide replacement financing or similar capabilities and on similar terms. If a Distress Event occurs, KKR Credit Funds, Other Clients or their portfolio investments could be delayed or prevented from accessing a portion or all of their bank accounts or making required payments under their debt or other contractual obligations. Investors could be impacted in their ability to honor capital calls and/or receive distributions for related reasons. Distress Events could have a potentially adverse effect on the ability of KKR Credit GPs and/or the Advisor to manage KKR Credit Funds and their investments, and on the ability of KKR Credit Funds, Other Clients and any portfolio investment to maintain operations, which in each case could result in significant losses and in unconsummated investment acquisitions and dispositions. KKR Credit Funds, Other Clients and their portfolio investments are subject to similar risks if any financial institution utilized by investors in KKR Credit Funds or Other Clients or by suppliers, vendors, service providers or other counterparties of KKR Credit Funds, Other Clients or their portfolio investments become subject to a Distress Event, which could have a material adverse effect on KKR Credit Funds and Other Clients. Many financial institutions require, as a condition to using their services (including lending services), that KKR Credit GPs and/or KKR Credit Funds or Other Clients maintain all or a set amount or percentage of their respective accounts or assets with the financial institution, which heightens the concentration risks associated with a Distress Event with respect to such financial institutions. Although KKR Credit seeks to only do business with financial institutions that it believes are creditworthy and capable of fulfilling their respective obligations to KKR Credit Funds and Other Clients, KKR Credit is generally under no obligation with respect to KKR Credit Funds and Other Clients to use a minimum number of financial institutions or to maintain account balances at or below the relevant insured amounts. Any future Distress Events could have an overall negative effect on banking systems and financial markets generally and could also have other implications for broader economic and monetary policy, including interest rate policy which could adversely affect KKR Funds or one or more of its portfolio investments or its overall performance. Currency Risk A material number of investments by KKR Credit Funds and Other Clients, and the income received by KKR Credit Funds and Other Clients with respect to such investments are denominated in various currencies. However, the books of KKR Credit Funds and Other Clients, will be maintained and capital contributions to and distributions from KKR Credit Funds and Other Clients will be made, in U.S. dollars or euros or another base currency. Accordingly, fluctuations in currency values could adversely affect the relevant base currency value of portfolio investments, interest, dividends and other revenue streams received by KKR Credit Funds or Other Clients, gains and losses realized on the sale of investments and the amount of distributions, if any, made by the KKR Credit Funds or Other Clients. In particular, certain countries have experienced substantial devaluations compared to the U.S. dollar and further devaluations could occur in the future. Certain countries have implemented or could implement strict controls on foreign exchange, which could result in artificially pegged exchange rates that distort the results of, and returns on, investments in such countries. Relatedly, foreign exchange rates are often affected by countries’ monetary and fiscal responses to inflationary trends. To the extent that the U.S. dollar appreciates relative to these currencies, the U.S. dollar value of these investments is likely to be adversely affected. In addition, if the currency in which a KKR Credit Fund or Other Client receives dividends, interest or other types of
payments (such as liquidating payments) declines in value against the U.S. dollar before such payments are distributed, the dollar value of these payments would be adversely affected if not sufficiently hedged. Among the factors that could affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political and economic developments. In certain cases, KKR Credit attempts to hedge these risks by investing directly in foreign currencies, buying and selling forward foreign currency exchange contracts and selling options on foreign currencies, but there can be no assurance such strategies will be effective. Further, the ability of a KKR Credit Fund or Other Client and companies in which they invest to convert freely between the U.S. dollar and the local currencies could be restricted or limited and, in a number of instances, exchange rates and currency conversion are controlled directly or indirectly by governments or related entities. Currencies of some countries in which KKR Credit Funds or Other Clients are expected to invest are often subject to government intervention, restrictions on repatriation and similar restrictions, which exacerbate the risk of unexpected fluctuations and/or could cause KKR Credit Funds or Other Clients and/or their investments to incur significant costs or experience substantial delays in, or be prohibited from, converting currencies. Varying rates of exchange between the U.S. dollar and the euro, or with respect to the currency in which an investment is consummated, will vary the percentage interests of the investors from investment to investment (determined at the time each investment is made). In addition, KKR Credit Funds and Other Clients will incur costs in converting investment principal and income from one currency to another. Furthermore, an issuer of the investments in which KKR Credit Funds or Other Clients invest are subject to risks relating to changes in currency values. If an portfolio company experience material adverse consequences as a result of such changes, KKR Credit Funds or Other Clients would also be adversely affected as a result. Leverage and Borrowing Risk General Certain KKR Credit Funds or Other Clients seek to make investments on a leveraged basis, and a portion of such borrowing could be at floating interest rates. Leverage might also be employed for hedging, advancing capital calls and other cash management purposes. Leverage can be applied with respect to KKR Credit Funds’ and Other Clients’ portfolios as a whole or with respect to one or more investments, and the presence of such borrowings will magnify the volatility of KKR Credit Funds’ or Other Clients’ investment portfolios and substantially increase the risk profile of KKR Credit Funds and Other Clients and their investments. In addition to more traditional borrowing structures, KKR Credit Funds or Other Clients could structure credit facilities through the use of one or more revolving credit facilities or a special purpose vehicle, including, without limitation, one in which the lenders are senior secured note holders and a KKR Credit Fund or Other Client is a subordinated note holder. No assurance can be given that financing for KKR Credit Funds’ and Other Clients’ investments will be obtained by KKR Credit Funds or Other Clients, or obtained on favorable or acceptable terms, including terms which reflect the financing provided by KKR Credit Funds or Other Clients. In addition, once initial financing is obtained by a KKR Credit Fund or Other Client, no assurance can be given that such financing will subsequently be available throughout the life of the relevant KKR Credit Fund or Other Client or any individual investment. If a KKR Credit Fund or Other Client is unable to obtain financing, including on favorable terms that reflect its underlying investment (for example, term of borrowing by the KKR Credit Fund or Other Client versus term of financing provided by the KKR Credit Fund or Other Client), this might have a material adverse effect on the KKR Credit Fund’s or Other Client’s ability to achieve its investment objectives and the rate of return on invested capital. The principal, interest expense and other costs incurred in connection with any leverage incurred by a KKR Credit Fund or Other Client might not be recovered by the income from and appreciation in the investments of the relevant KKR Credit Fund or Other Client. Gains realized with borrowed funds could cause KKR Credit Funds’ or Other Clients’ returns to increase at a faster rate than would be the case without
borrowings. If, however, investment results fail to cover the principal, interest and other costs of borrowings, a KKR Credit Fund’s or Other Client’s returns could also decrease faster than if there had been no borrowings. Additionally, if the investments fail to perform to expectation, the interests of investors will be structurally subordinated to such leverage, which will compound any such adverse consequences. Lenders could, under the terms of financing arrangements put in place with them, have the right to withhold distributions of interest payments in respect of any or all leveraged investments for various reasons, including in the event that any such investment fails to perform to expectation. Further, to the extent income received from investments is used to make payments under any financing arrangement, investors can be allocated income, and therefore tax liability, in excess of cash received by them in distributions. Leverage incurred by KKR Credit Funds or Other Clients could be secured by assignment of the obligations of investors to make capital contributions to KKR Credit Funds or Other Clients and a security interest in the investments made by KKR Credit Funds or Other Clients. KKR Credit Funds’ or Other Clients’ use of borrowings to create leverage subjects KKR Credit Funds and Other Clients to additional risks. For example, depending on the type of facility, a decrease in the market value of KKR Credit Funds’ or Other Clients’ investments, which, among other things, can be caused by a decrease in the credit rating of the investments, would increase the effective amount of leverage and could result in the possibility of a “margin call,” pursuant to which KKR Credit Funds or Other Clients must either deposit additional funds or collateral with the lender, which could require the investors to make additional capital contributions to KKR Credit Funds or Other Clients or suffer mandatory liquidation of the pledged collateral to compensate for the decline in value. Liquidation of their investments at an inopportune time in order to satisfy a “margin call” would adversely impact the performance of KKR Credit Funds and Other Clients and could, if the value of their collateral has declined enough, cause KKR Credit Funds and Other Clients to lose all or a substantial amount of their capital. Moreover, if additional capital contributions were required to satisfy a “margin call,” this would effectively reduce the amount of capital available for other investments and could adversely affect the diversification of KKR Credit Funds’ or Other Clients’ portfolios. In the event of a sudden, precipitous drop in the value of KKR Credit Funds’ or Other Clients’ assets, KKR Credit Funds or Other Clients might not be able to liquidate assets quickly enough to pay off their debts. KKR Credit Funds’ and Other Clients’ assets, including any investments made by KKR Credit Funds and Other Clients and any capital held by KKR Credit Funds and Other Clients, could be available to satisfy all liabilities and other obligations of KKR Credit Funds and Other Clients. If KKR Credit Funds or Other Clients default on secured indebtedness, the lender might foreclose and KKR Credit Funds or Other Clients could lose their entire investment in the collateral for such loan. If KKR Credit Funds or Other Clients themselves become subject to a liability, parties seeking to have the liability satisfied could have recourse to KKR Credit Funds’ or Other Clients’ assets generally and not be limited to any particular asset, such as the investment giving rise to the liability. KKR Credit Funds’ or Other Clients’ financing arrangements can be structured generally as a portfolio financing where all investments are cross-collateralized and multiple investments could be subject to the risk of loss. As a result, KKR Credit Funds or Other Clients could lose their interests in several performing investments in the event any investment is cross-collateralized with poorly performing or non-performing investments. Capital Calls and Use of Subscription Lines and Asset-Backed Facilities KKR Credit Funds or Other Clients expect to apply leverage, including subscription facilities or asset-based leverage, to enhance the return profile of certain investments (the collateral for which can be, for example, one or more assets of a KKR Credit Fund or Other Client (i.e., asset-backed facilities), or the unused capital commitments of investors (i.e., subscription lines). For administrative purposes, drawdowns, including those used to pay interest on subscription lines, asset-backed facilities and other indebtedness, are generally expected to be “batched” together into larger, less frequent capital calls (although actual timing and amounts
vary), with KKR Credit Funds’ or Other Clients’ interim capital needs being satisfied by KKR Credit Funds or Other Clients borrowing money from such credit facilities and investment proceeds. Furthermore, KKR Credit Funds or Other Clients can borrow money from such credit facilities for the purposes of making portfolio investments with no intention of calling capital from investors to repay such borrowings. There generally is no limitation on the amount of time any such borrowing can remain outstanding and the interest expense and other costs of any such borrowings will be fund expenses and, accordingly, could decrease net returns of a KKR Credit Fund or Other Client. It is expected that interest will accrue on any such outstanding borrowings at a rate lower than the applicable preferred return (with the applicable preferred return beginning to accrue when capital contributions to repay borrowings used to fund such portfolio investments are actually made to KKR Credit Funds or Other Clients). In light of the foregoing, a KKR Credit GP might have an incentive to permanently fund an acquisition and ongoing capital needs of portfolio investments and the relevant KKR Credit Funds or Other Clients with the proceeds of such borrowings in lieu of drawing down unused capital commitments on a just-in-time basis, and, accordingly, capital contributions to repay such borrowings could be required only at the time of disposition of portfolio investments. To the extent that KKR Credit Funds or Other Clients are unable to obtain a subscription line, or a KKR Credit GP determines that the terms of such facility would not be appropriate for a KKR Credit Fund or Other Client or otherwise determines not to use such facility or access to such facility otherwise becomes unavailable, a KKR Credit GP is permitted to draw down capital commitments in advance as pooled contributions and hold them in reserve in order to make portfolio investments, satisfy fees and expenses and other capital needs as such needs arise in the future. Please also see “Credit Facilities; Guarantees; Contractual Obligations” above. Bridge Financings KKR Credit Funds and Other Clients can provide bridge financing in connection with one or more of their investments. KKR Credit Funds and Other Clients will bear the risk of any changes in capital markets that could adversely affect the ability of an issuer of a portfolio investment to refinance any bridge financing investments. If the issuer were unable to complete a refinancing, KKR Credit Funds and Other Clients could have a long-term investment in a junior security or that junior security might be converted to equity. Energy Related Investments General KKR Credit Funds and Other Clients also invest in debt related securities of the energy industry. Electric generation and transmission, as well as oil, natural gas, and coal storage, handling, processing and transportation, are typically regulated to varying degrees. In addition to restrictions imposed by environmental regulators, statutory and regulatory requirements include those imposed by energy, zoning, land use, safety, labor and other regulatory or political authorities. It is possible that changes to applicable regulations or regulatory practice could have adverse consequences for an investment by a KKR Credit Fund or Other Client. Ordinary operation or the occurrence of an accident with respect to an energy asset could cause major environmental damage, which sometimes will result in significant financial distress to such asset, if not covered by insurance. Certain environmental laws and regulations can require that an owner or operator of an energy asset address prior environmental contamination, which could involve substantial cost. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of environmental contamination. As a result, certain of KKR Credit Funds’ or Other Clients’ investments in the energy sector is be exposed to substantial risk of loss from environmental claims. Furthermore, changes in environmental laws or regulations or the environmental
condition of an energy investment can create liabilities that did not exist at the time of the investment by the KKR Credit Fund or Other Client and that could not have been foreseen. Community and environmental groups could protest about the development or operation of energy assets, which might induce government action to the detriment of KKR Credit Funds or Other Clients. New and more stringent environmental or health and safety laws, regulations and permit requirements, or stricter interpretations of current laws, regulations or requirements, could impose substantial additional costs on the issuer of a portfolio investment, or could otherwise place such issuers at a competitive disadvantage compared to other companies, and failure to comply with any such requirements could have an adverse effect on such issuers. Some of the most onerous environmental requirements regulate air emissions of pollutants and greenhouse gases; these requirements particularly affect companies in the power and energy industry. Energy Industry Regulation The energy industry is subject to comprehensive federal, state and local laws and regulations, including imposed by energy, zoning, land use, safety, labor and other regulatory agencies. Certain environmental laws and regulations require that an owner or operator of an energy asset address prior environmental contamination, which could involve substantial cost and in such laws impose liability without regard to whether the owner or operator knew of, or were responsible for, the release or presence of environmental contamination. Present and new environmental or health and safety laws, regulations and permit requirements, or stricter interpretations of current requirements, could impose substantial additional costs on a portfolio company or place such portfolio companies at a competitive disadvantage, and failure to comply could have an adverse effect on such companies. Volatility in the energy and commodity markets can cause significant dislocations and illiquidity in the credit market for energy companies and related commodities, which could adversely affect the financial resources of, and returns generated by, portfolio companies in this sector, and could restrict or limit the ability of a KKR Credit Fund or Other Client to sell or liquidate portfolio investments at favorable times or prices. Prices for oil, natural gas and other hydrocarbons are subject to large fluctuations in response to changes in supply and demand, market uncertainty, weather conditions, geopolitical events (including armed conflicts and sanctions), transportation disruptions, capacity of pipelines, refineries, and storage facilities, OPEC production decisions, government regulations, and the availability of alternative energy sources. Any substantial and extended decline in hydrocarbon prices, as well as sudden or sustained increases or other volatility in such prices, could have an adverse effect on the value of investments by KKR Credit Funds or Other Clients in this sector. Estimates of hydrocarbon reserves by qualified engineers are often a key factor in valuing energy companies or oil and natural gas assets. These estimates are subject to wide variances based on underlying technical assumptions and price forecasting models used to estimate economically recoverable reserves. Volatile commodity prices will cause such estimates to be significantly revised from time to time, creating significant changes in asset values, disrupting the market for developed properties, and making it difficult for buyers and sellers to agree on transaction value. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation and judgment. Any significant variance in assumptions could materially affect the estimated quantity and value of reserves, which could cause a KKR Credit Fund or Other Client to overpay in acquisitions and adversely affect its ability to generate attractive results. Regulatory Risks Oil and gas drilling, handling and transportation are extensively regulated. Failure to obtain, or a delay in the receipt of, relevant governmental permits or approvals, could hinder the operations of investments and result in fines or additional costs. The adoption of new laws or regulations, changes in the interpretation or enforcement of existing laws or regulations, or changes in the persons charged with political oversight of
such laws or regulations could have a material adverse effect on investments by a KKR Credit Fund or Other Client and could necessitate the restructuring of investments and/or altering or discontinuing of operations. Numerous legislative and regulatory proposals affecting the oil and natural gas industry have been introduced, or are otherwise under consideration, by individual states, Congress, various U.S. federal agencies as well as non-U.S. governmental authorities. The long-term trend toward stricter standards, increased oversight and regulation and more extensive permit requirements may continue, including in various states and jurisdictions outside the United States, notwithstanding the policies of any particular administration. Any future laws or regulations, or any changes in laws, regulations or obligations relating to global climate change or environmental protection could result in increased operating costs and reduced demand for the oil an natural gas that energy assets produce, and could potentially impact a KKR Credit Fund’s or Other Client’s assets, revenue generation and strategic growth opportunities. Different U.S. presidential administrations have taken sharply divergent positions with respect to climate policy, the regulation of greenhouse gas emissions, fossil fuel development and energy more generally, and such policy shifts may impact the regulatory environment for energy investments. In addition, increased scrutiny and activism related to the oil and natural gas industry could result in substantial capital and operating expenditures. Consultants In addition to the general asset-level management risks described above, a KKR Credit Fund or Other Client investing in the energy sector will generally expect to engage, directly or indirectly through entities in which it invests, one or more Consultants to provide operating services relating to investments, including hydrocarbon production and sales, asset management, risk management, business development, and environmental compliance and remediation, among other services. For rendering such services, an operating partner will be entitled to receive reimbursement of its internal and external expenses plus remuneration, which may include a management fee, profit participation, capital interests, options, warrants, and/or restricted stock. Such expenses and remuneration are generally borne directly or indirectly by a KKR Credit Fund or Other Client and are not specially borne by KKR Credit or the relevant KKR Credit GP through a reduction of carried interest or management or other fees. Hedging Transactions in the Energy Sector KKR Credit, on behalf of a KKR Credit Fund or Other Client, could enter into hedging transactions in respect of oil and natural gas production. In a typical hedge transaction, the KKR Credit Fund or Other Client has the right to receive from the counterparty the excess of a fixed price over a floating market price, multiplied by the portion of production hedged. However, if the floating price exceeds the fixed price, the KKR Credit Fund or Other Client must pay the counterparty this difference, even if the relevant entity had insufficient production to cover the hedged quantities. Accordingly, if production is less than the hedged amount when the floating price exceeds the fixed price, the KKR Credit Fund or Other Client must make payments against which there are no offsetting sales of production, which could have an adverse effect on investment returns. Conversely, if KKR Credit does not utilize hedging transactions, a KKR Credit Fund or Other Client could experience poorer overall performance compared to what it would have achieved had such hedging been utilized. Investments in Real Estate KKR Credit Funds or Other Clients are permitted to make investments for which real estate is a significant portion of the relevant portfolio company’s or other issuer’s asset base or value. Real estate values are affected by a number of factors, including changes in the general economic climate, local conditions (such
as an oversupply of or a reduction in demand for real estate), the quality and philosophy of management, competition based on rental rates, attractiveness and location of the properties, financial condition of tenants, buyers and sellers of properties, quality of maintenance, insurance and management services and changes in operating costs. Real estate values are also affected by and sensitive to factors such as government regulations (including those governing usage, improvements, zoning and taxes), interest rate levels, the availability of financing and potential liability under changing environmental and other laws. Real Estate Investments Generally A KKR Credit Fund’s or Other Client’s real estate investments will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets. These risks include, but are not limited to, the burdens of ownership of real property, general and local economic conditions or events; the supply and demand for properties; competition from other properties; energy and supply shortages; instability of banking institutions that hold deposits (to the extent that deposits exceed FDIC insurance limits); fluctuations in average occupancy and room rates; the financial resources of tenants; increased mortgage defaults; changes in interest rates and in the availability of debt financing or mortgage funding which could render the sale or refinancing of properties difficult or impracticable; changes in building, environmental, and other laws and/or regulations; zoning laws; changes in real property tax rates; negative developments in the economy; contingent liabilities on disposition of assets; and uninsured or uninsurable casualties. In addition, a KKR Credit Fund’s or Other Client’s investments will be subject to various risks which cause fluctuations in occupancy, rental rates, operating income and expenses, or render the sale or financing of its properties difficult or unattractive. For example, following the termination or expiration of a tenant’s lease there could be a period of time before a KKR Credit Fund or Other Client will begin receiving rental payments under a replacement lease. During that period, the KKR Credit Fund or Other Client will continue to bear fixed expenses such as interest, real estate taxes, maintenance and other operating expenses. In addition, declining economic conditions could impair a KKR Credit Fund’s or Other Client’s ability to attract replacement tenants and achieve rental rates equal to or greater than the rents paid under previous leases. Increased competition for tenants could require a KKR Credit Fund or Other Client to make otherwise unplanned capital improvements to properties which would not have otherwise been planned. Any unbudgeted capital improvements that a KKR Credit Fund or Other Client undertakes could divert cash that would otherwise be available for distribution to investors or require additional capital commitments. Ultimately, to the extent that a KKR Credit Fund or Other Client is unable to renew leases or re-let space as leases expire, decreased cash flow from tenants will result, which could adversely impact a KKR Credit Fund’s or Other Client’s operating results. A KKR Credit Fund or Other Client will often be required to expend funds to correct defects or to make improvements before a property can be sold. No assurance can be given that a KKR Credit Fund or Other Client will have funds available to correct those defects or to make those improvements. In acquiring a property, KKR Credit on behalf of a KKR Credit Fund or Other Client from time to time agrees to lock-out provisions that materially restrict it from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed on that property. These factors and others that could impede a KKR Credit Fund’s or Other Client’s ability to respond to adverse changes in the performance of its properties could significantly affect a KKR Credit Fund’s or Other Client’s financial condition and operating results. In some instances, the principal asset of the lessee of a KKR Credit Fund or Other Client property are the tenant’s improvements thereon, or the liability of the is limited to its interest in such improvements. In those cases, a KKR Credit Fund or Other Client will be required to rely on the lessee’s equity interest in the improvements for its security. In the event of a default by a lessee or other premature termination of a lease, a KKR Credit Fund or Other Client could experience delays in enforcing its rights as lessor, incur substantial costs in protecting its investment and experience an impairment of value.
Real estate investments are relatively illiquid and, therefore, a KKR Credit GP’s ability to vary a KKR Credit Fund’s or Other Client’s portfolio promptly in response to changes in economic or other conditions could be limited. While investments can generally be sold at any time, it is not generally expected that a sale will occur for a number of years after the investment is made. Moreover, an investment that initially consists of an interest in property could be exchanged, contributed or otherwise converted into private or publicly-traded stock of a corporation, interests in a limited liability company or other interests or property (and vice-versa), and any such exchange, contribution or conversion will likely not constitute a disposition under a KKR Credit Fund’s or Other Client’s governing documents of the type that results in investors receiving distributions, whether in-kind or otherwise. Certain KKR Credit Fund’s or Other Client’s real estate debt investments will likely be unsecured and structurally or contractually subordinated to substantial amounts of indebtedness, all or a significant portion of which could be secured. Moreover, such debt investments are sometimes not protected by financial covenants or limitations upon additional indebtedness or the provision of collateral to other indebtedness, and there could be no minimum credit rating for such debt investments. Other factors materially and adversely affect the market price and yield of such debt investments, including, without limitation, investor demand, changes in the financial condition of companies in which a KKR Credit Fund or Other Client invests, government fiscal policy and domestic or worldwide economic conditions. Risks of Acquiring Real Estate Loans and Participations Real estate loans or participation interests therein originated or otherwise acquired by KKR Credit Funds or Other Clients sometimes are non-performing at the time of their acquisition, or may become after acquisition, non-performing for a wide variety of reasons. Such non-performing real estate loans could require a substantial amount of workout negotiations and/or restructuring, entailing, among other things, a substantial reduction in the interest rate and a substantial write down of the principal of such loans. However, even if a restructuring were successfully accomplished, a risk exists that upon maturity of such real estate loan, replacement “takeout” financing will not be available. Purchases of participations in real estate loans raise many of the same risks as investments in real estate loans and also carry risks of illiquidity and lack of control. It is possible that KKR Credit could find it necessary or desirable to foreclose on collateral securing one or more real estate loans purchased by KKR Credit Funds or Other Clients. The foreclosure process varies jurisdiction by jurisdiction can be lengthy and expensive. Borrowers often resist foreclosure actions by asserting numerous claims, counterclaims and defenses against the holder of a real estate loan including, without limitation, lender liability claims and defenses, even when such assertions have no basis in fact, in an effort to prolong the foreclosure action. In some jurisdictions, foreclosure actions can take up to several years or more to conclude. During the foreclosure proceedings, a borrower generally has the ability to file for bankruptcy, potentially staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and disrupts ongoing leasing and management of the property. Real Estate Market Conditions Further, KKR Credit’s strategy for a KKR Credit Fund or Other Client investment could rely, in part, upon the continuation of existing market conditions (including, for example, supply and demand characteristics) or, in some circumstances, recovery or improvement in market conditions. No assurance can be given that real estate businesses and assets can be acquired or disposed of at favorable prices or that the market for such assets will either remain stable or, as applicable, recover or improve, since this will depend upon events and factors outside the control of KKR Credit. In addition to general economic conditions or events, the commercial real estate markets in which a KKR Credit Fund or Other Client operates are also affected by a number of other factors which can significantly
impact the value of commercial real estate investments, including interest rates and credit spreads, levels of prevailing inflation, the availability of financing, the returns from alternative investments as compared to real estate and changes in planning, environmental, commercial lease, and tax laws and practices. In particular, commercial property values are dependent on current rental values and occupancy rates, prospective rental growth, lease lengths, tenant creditworthiness and solvency, and investment yields (which are, in turn, a function of interest rates, the market appetite for property investments in general and with reference to the specific property in question) together with the nature, location and physical condition of the property concerned. Rental revenues and commercial real estate values are also affected by factors specific to each local market in which the property is located, including the supply of available space, demand for commercial real estate and competition from other available space. Office real estate valuations in the U.S. and globally, in particular, proved to be highly volatile in recent years on a variety of challenging macroeconomic fundamentals described above, including as a result of reduced tenant demand and employees of potential tenants continuing to work from home at a higher frequency than many expected. A period of declining real estate values may reduce the level of new mortgage and other real estate‑related loan originations since borrowers often use appreciation in the value of their existing properties to support the purchase or investment in additional properties. Borrowers may also be less able to pay principal and interest on our or our investment vehicles’ loans if the value of real estate weakens. Further, declining real estate values significantly increase the likelihood that we or our investment vehicles will incur losses on loans in the event of default because the value of our collateral may be insufficient to cover the costs on the loan. Any sustained period of increased payment delinquencies, foreclosures or losses could adversely affect our or our investment vehicles’ ability to invest in, sell and securitize loans, which would materially and adversely affect our or our investment vehicles’ results of operations, financial condition, liquidity and business. In addition, slowing growth in certain real estate sectors with excess near-term supply, such as life sciences offices and U.S. multifamily, has been negatively impacted and could continue to negatively impact the valuations of assets in such sectors in the near-term. As a result of the above or other factors, a KKR Credit Fund’s or Other Client’s ability to maintain or increase the occupancy levels of its properties through the execution of leases with new tenants and the renewal of leases with existing tenants, as well as its ability to increase rents over the longer term, could be adversely affected. In particular, tenants going into administration, non-renewal of existing leases or early termination by significant existing tenants in a KKR Credit Fund’s or Other Client’s office portfolio would result in a significant decrease in such KKR Credit Fund’s or Other Client’s net rental income. If a KKR Credit Fund’s or Other Client’s net rental income declines, it would have less cash available to service and repay its indebtedness and the value of its properties would decline further as well. In addition, significant expenditures associated with each property, such as real estate taxes, new regulations, compliance, work service charges and renovation and maintenance costs, generally are not reduced in proportion to any decline in rental revenue from that property. If rental revenue from a property declines while the related costs do not decline, a KKR Credit Fund’s or Other Client’s income and cash receipts could be adversely affected. Any significant deterioration in economic conditions or conditions in the commercial real estate market which contributes to a decline in rental revenues or further decline in market values of a KKR Credit Fund’s or Other Client’s assets could materially and adversely affect the business, results of operations and financial condition of a KKR Credit Fund or Other Client. Asset-Level Management The management of the business or operations of a real asset (such as aviation or maritime assets) are sometimes contracted to a third-party management company or operator unaffiliated with KKR Credit, a KKR Credit Fund or Other Client. Real asset investments also involve reliance on third-party operators, property managers, developers, contractors, sub-contractors, and other service providers. The selection of a management company or operator is inherently based on subjective criteria, making the true performance and abilities of a particular management company or operator difficult to assess. Although it is possible to
replace any such operator, the failure of such an operator to perform its duties adequately or to act in ways that are in the portfolio company’s best interest, or the breach by an operator of applicable agreements or laws, rules, and regulations, or misconduct by an operator (including fraud, bribery or other violations of law), could have an adverse effect on the portfolio company’s financial condition or results of operations and could expose a KKR Credit Fund or Other Client to liability or reputational damage. In particular, negligence or misconduct by asset managers or property managers, failure to comply with asset management or property management contractual l requirements or regulatory obligations, failure to maintain sufficient insurance coverage, or failure to adequately safeguard against property damage, personal injury or other losses could result in significant financial losses, litigation, exposure and reputational harm to a KKR Credit Fund or Other Client. . A third-party management company could be materially adversely affected by a business failure, become bankrupt, or engage in activities that compete with a portfolio company.. Should a third-party management company fail to perform its functions satisfactorily, it might be necessary to find a replacement operator, which could require the approval of a government or agency that has granted a concession with respect to the relevant portfolio company. It might not be possible to replace an operator in such circumstances, or do so on a timely basis or on terms that are favorable to a KKR Credit Fund or Other Client. For additional discussion on asset-level operational risks specific to energy and real estate investments, see the corresponding sections above and below. Subcontractors Real asset investments often involve the subcontracting of design and construction activities in respect of projects. The subcontractors responsible for the construction of a project asset will normally retain liability in respect of design and construction defects following the construction of the asset, subject to liability caps and statutory limitations. The contractual arrangements made by a KKR Credit Fund or Other Client or a third-party management company might not be as effective in passing on risks to its subcontractors as intended and this could result in unexpected costs or a reduction in expected revenues for such KKR Credit Fund or Other Client. If a subcontractor fails to perform the services it has agreed to provide, a KKR Credit Fund or Other Client could fail to meet service standards agreed with certain counterparties, resulting in reduced income or claims for damages. In some instances, a single subcontractor will be responsible for providing services to various real asset investments, and the default or insolvency of such subcontractor could adversely affect multiple investments. If a subcontractor service failure is sufficiently serious to require termination, there could be a loss of revenue during the time taken to find a replacement subcontractor and the replacement subcontractor could charge more to provide the services. These might not be recoverable from the defaulting subcontractor. Construction and Other Capital Expenditures KKR Credit Funds or Other Clients make real asset investments in both existing assets and businesses and “greenfield” assets and other assets and businesses that require significant capital expenditure to bring them to fully commissioned and/or cash-flowing status or to otherwise optimize their operational capabilities. These real asset investments face construction risks typical for businesses in infrastructure, energy or real estate, including, without limitation: (i) labor disputes, shortages of material and skilled labor or work stoppages; (ii) the availability and timely receipt of regulatory, environmental or other approvals and permits; (iii) the availability of construction financing on favorable terms or at all; (iv) slower than projected construction progress and the unavailability or late delivery of necessary equipment; (v) less than optimal coordination with public utilities in the relocation of their facilities; (vi) natural disasters, adverse weather conditions and unexpected construction conditions; (vii) accidents or the breakdown or failure of construction equipment or processes; (viii) risks associated with holding direct or indirect interests in undeveloped land or underdeveloped real property; (ix) cost inflation and supply disruptions; (x) entitlement and permitting uncertainties and the inability to maintain financing on acceptable terms, including under “bad boy” guarantees or similar arrangements and (xi) catastrophic events such as
explosions, fires, terrorist activities or cyber-attacks and other similar events. These risks could create substantial unanticipated delays or expenses and, under certain circumstances, could result in prolonged construction periods or prevent completion of construction activities once undertaken, which could cause investments to not be cash generative for a prolonged period or indefinitely. Investments in the Airline Industry KKR Credit Funds or Other Clients are permitted to make investments in companies and other issuers that acquire financial and/or hard assets relating to the airline industry. KKR Credit Funds and Other Clients engage in transactions involving the purchase, leasing, and lending against aircraft. The airline industry is cyclical and highly competitive. Airlines and related companies are affected by political or economic instability, terrorist activities, changes in national policy, competitive pressures on certain air carriers, fuel prices and shortages, labor stoppages, insurance costs, recessions, world health issues and other political or economic events adversely affecting world or regional trading. The airline industry is highly sensitive to general economic trends, and any downturn in the global economy or in the relevant local economy could adversely affect results of operations and financial conditions. The airline industry is subject to significant regulation, including increasing environmental regulations that could lead to increased costs and affect profitability. Furthermore, leasing arrangements could result in lessee default, among other risks, and lending against aircraft is subject to lien enforceability and repossession complexities that could adversely affect KKR Credit Funds and Other Clients. Risks Associated with Aircraft Leases Certain KKR Credit Funds and Other Clients, including, without limitation, Global Atlantic Accounts, participate in Platform Arrangements or other contractual arrangements relating to aircraft leasing and/or invest in companies or other issuers that acquire financial or hard assets relating to the aircraft industry. The airline industry is cyclical and highly competitive, and airlines and related companies could be affected by political or economic instability, terrorist activities, fuel prices and shortages, labor stoppages, insurance costs, recessions, epidemics and other public health crises, and other political or economic events. Any negative impact on the airline industry could increase the risk of default under aircraft lease investments made by a KKR Credit Fund or Other Client and the ability to source alternative airline operators to assume obligations under such leases. KKR Credit Funds and Other Clients, including Global Atlantic Accounts, may from time to time pursue co-investments or joint venture arrangements with Global Atlantic in connection with aircraft leasing and related investments with increasing frequency. Investments in the Shipping Industry Certain KKR Credit Funds and Other Clients, including without limitation, Global Atlantic Accounts, invest in companies or other contractual arrangements relating to the shipping industry or railcar leasing that acquire financial or hard assets, which are subject to risks including: extensive and changing international, national, state and local governmental laws and regulations; force majeure risks (such as sanctions, embargoes, wars, acts of piracy, severe weather, natural disasters and epidemics); labor-related risks; adverse changes in maintenance and other fixed costs; and counterparty risks, including risks of adverse changes affecting chartering or leasing agreements from which revenue is derived. Investments in the Life Settlements Industry Certain KKR Credit Funds or Other Clients make investments in the life settlements industry. The value of a policy in the life settlements or secondary market depends significantly on the health and medical condition and life expectancy of the insured, life expectancy tables then in use by the life settlement industry, and any changes in general economic conditions, including interest rates, inflation rates,
government and state regulations, overall industry conditions, competition, political conditions, volatility in the financial markets, and applicable regulations at the time KKR Credit Funds or Other Clients could seek to sell the policy or other related investment. The demand for the purchase, and the liquidity, of inforce policies and related investments is uncertain. Policies or other investments acquired by KKR Credit Funds or Other Clients might be over-priced and/or might not be readily saleable in the life settlements secondary market. Additionally, as a result of historical legal and regulatory issues, the life settlements industry is subject to regulatory and other scrutiny and potential legal exposure. Consumer Lending Certain KKR Credit Funds or Other Clients engage in originating, lending and/or servicing loans, and therefore be subject to state and federal regulation, borrower disclosure requirements, limits on fees and interest rates on some loans, state lender licensing requirements and other regulatory requirements in the conduct of their business. Such KKR Credit Funds or Other Clients might also be subject to consumer disclosures and substantive requirements on consumer loan terms and other federal regulatory requirements applicable to consumer lending that are administered by the Consumer Financial Protection Bureau. These state and federal regulatory programs are designed to protect borrowers. State and federal regulators and other governmental entities have the authority to bring administrative enforcement actions or litigation to enforce compliance with applicable lending or consumer protection laws, with remedies that can include fines and monetary penalties, restitution of borrowers, injunctions to conform to law, or limitation or revocation of licenses and other remedies and penalties. In addition, lenders and servicers could be subject to litigation brought by or on behalf of borrowers for violations of laws or unfair or deceptive practices. Failure to conform to applicable regulatory and legal requirements could be costly and have a detrimental impact on KKR Credit Funds or Other Clients. In Europe in particular, the AIFMD II includes new rules regarding loan origination by funds. The AIFMD II follows the publication of various communications by the European Securities and Markets Authority (“ESMA”) in recent years, in which ESMA has recommended the establishment of a funds loan origination regime. Under the new AIFMD II framework, AIFMs are allowed to manage loan-originating alternative investment funds under certain conditions. AIFMD II does not grant a “passport” for loan origination activities between member states, however it is expected that member states will introduce an exemption, where relevant, to their banking monopoly rules while implementing AIMFD II. Member states have 24 months from the date of entry into force of AIFMD II to transpose the new rules into national law. It is yet to be seen how member states will transpose the AIFMD II into national law and how they will interpret the new rules. In any case, it cannot be excluded that compliance with such new rules may pose additional compliance burden and costs on the Fund and therefore reduce the expected returns. Further developments in this respect should be therefore monitored. Issuers and Issuer Management Control Person Liability Some KKR Credit Funds and Other Clients have controlling interests in a number of their portfolio companies. Exercising control over a company can impose additional risks of liabilities arising from activities of one or more portfolio companies, including liability for environmental damage, product defects, failure to supervise management, escheat or abandoned property laws, legal violations, pension and other fringe benefits, labor, tax, governmental regulation (including securities laws, anti-bribery anti-money laundering, trade sanctions and anti-corruption laws and anti-trust laws) and other types of liabilities for which the limited liability characteristic of business ownership could be ignored. As a result, KKR Credit Funds or Other Clients could become jointly and severally liable for all or part of fines imposed on portfolio
companies or be fined directly for violations committed by portfolio companies, and such fines imposed directly on KKR Credit Funds or Other Clients could be greater than those imposed on the portfolio company. In addition to claims by governmental agencies, exercising control over a portfolio company could expose the assets of such KKR Credit Fund or Other Client to claims by a portfolio company, its security holders and its creditors. Risk Arising from Potential Control Group Liability Under ERISA, upon the termination of a tax-qualified single employer defined benefit pension plan, the sponsoring employer and all members of its “controlled group” will be jointly and severally liable for 100% of the plan’s unfunded benefit liabilities whether or not the controlled group members have ever maintained or participated in the plan. In addition, the U.S. Pension Benefit Guaranty Corporation (“PBGC”) can assert a lien with respect to such liability against any member of the controlled group on up to 30% of the collective net worth of all members of the controlled group. Similarly, in the event a participating employer partially or completely withdraws from a multiemployer (union) defined benefit pension plan, any withdrawal liability incurred under ERISA will represent a joint and several liability of the withdrawing employer and each member of its controlled group. A “controlled group” includes all “trades or businesses” under 80% or greater common ownership. This common ownership test is broadly applied to include both “parent-subsidiary groups” and “brother-sister groups” applying complex exclusion and constructive ownership rules. However, regardless of the percentage ownership that a KKR Credit Fund holds in one or more of its portfolio entities, a KKR Credit Fund itself cannot be considered part of an ERISA controlled group unless the KKR Credit Fund is considered to be a “trade or business.” While there are a number of cases that have held that managing investments is not a “trade or business” for tax purposes, in 2007, the PBGC Appeals Board ruled that a private equity fund was a “trade or business” for ERISA controlled group liability purposes and at least one U.S. Circuit Court of Appeals has similarly concluded that a private equity fund could be a trade or business for these purposes based upon a number of factors including the KKR Credit Fund’s level of involvement in the management of its portfolio entities and the nature of any management fee arrangements. If a KKR Credit Fund were determined to be a trade or business for purposes of ERISA, it is possible, depending upon the structure of the investment by the KKR Credit Fund and/or its affiliates and other coinvestors in a portfolio entity and their respective ownership interests in the portfolio entity, that any taxqualified single employer defined benefit pension plan liabilities and/or multiemployer plan withdrawal liabilities incurred by the portfolio entity could result in liability being incurred by a KKR Credit Fund, with a resulting need for additional capital contributions, the appropriation of KKR Credit Fund assets to satisfy such pension liabilities and/or the imposition of a lien by the PBGC on certain KKR Credit Fund assets. Moreover, regardless of whether or not a KKR Credit Fund were determined to be a trade or business for purposes of ERISA, a court might hold that one of the KKR Credit Fund’s portfolio entities could become jointly and severally liable for another portfolio entity’s unfunded pension liabilities pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as noted above. Similar laws that could be applied with similar results also exist outside of the U.S. Although KKR Credit does not currently rely on the qualified professional asset manager (“QPAM”) exemption under ERISA in any material respect, certain of KKR Credit’s affiliates and KKR Credit, in the future, are expected to rely on the QPAM exemption in connection with managing plan assets. The availability of the QPAM exemption may be lost or rendered unavailable as a result of criminal convictions, regulatory actions, or other disqualifying events involving the relevant investment adviser or certain
affiliated entities or individuals, including conduct unrelated to the management of plan assets. Any such loss or unavailability could expose KKR Credit or KKR Credit Funds and Other Clients to prohibited transaction liability, restrict KKR Credit’s ability to manage plan assets, require restructuring of affected arrangements, or otherwise materially adversely affect KKR Credit’s business. Moreover, if the general accounts or separate accounts of one or more of KKR’s insurance subsidiaries were to constitute plan assets for purposes of ERISA, in the absence of an exemption KKR Credit could incur liability under the prohibited transaction provisions of ERISA and the Internal Revenue Code as a result of any of KKR Credit’s investment management activities with respect to, or transactions involving, KKR’s insurance subsidiaries, and KKR Credit could become prohibited from being compensated for managing such insurance subsidiaries’ assets. Investments in Platform Arrangements and Platform Managers KKR Credit Funds or Other Clients make investments in newly formed Platform Arrangement and Platform Managers established to pursue direct lending opportunities through joint venture and other origination, investment or servicing arrangements. Such companies often have no or short operating histories, new technologies and products and their management teams have limited experience working together, all of which enhance the difficulty of evaluating these investment opportunities. The management of such companies will need to have sufficient resources and personnel and be able to implement and maintain financial and operational strategies in order to become and remain successful. Other substantial operational risks to which such companies are subject include uncertain market acceptance of the company’s services, a potential regulatory risk for new or untried and/or untested business models (if applicable), products and services to the extent they relate to regulated activities in the relevant jurisdiction, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources and the potential for rapid organizational or strategic change. Such companies will have no or short operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. Hedging KKR Credit, on behalf of a KKR Credit Fund or Other Client generally has discretion to (but is under no obligation to) enter into swaps, forward contracts and other arrangements for hedging purposes to preserve a return on a particular investment or to seek to protect against risks relating to a KKR Credit Fund’s or Other Client’s investments, including currency exchange rate fluctuations. As part of its currency hedging strategy, KKR Funds and Other Clients (or one or more of their applicable subsidiaries) may enter into certain combinations of currency options intended to replicate the effects of other types of currency and/or FX derivatives. KKR uses derivative financial instruments and risk management strategies to hedge, manage or otherwise reduce investment risks, they may not be properly implemented as designed, or otherwise not effectively offset the risks we have identified. KKR may not have identified, or may not even be able to identify, all the material risks relevant for our clients (including capital markets activities). KKR also may choose not to hedge, in whole or in part, any of the risks that have been identified. In addition, the scope of risk management activities undertaken by us is selective and varies based on the level and volatility of interest rates, prevailing foreign currency exchange rates, the types of investments that are made and other changing market conditions. KKR does not seek to hedge our exposure in all currencies or all investments or insurance liabilities, which means that our exposure to certain market risks are not limited. KKR also may use hedging transactions and other derivative instruments to reduce the effects of a decline in the value of a position, but they do not eliminate the possibility of fluctuations in the value of the position or prevent losses if the value of the position declines. These kinds of transactions also generally limit the opportunity for gain if the value of a position increases. Unanticipated market changes may result in poorer overall investment performance than if the hedging or other derivative transaction had not been executed. Moreover, it may not be possible to limit the exposure to a market development that is
so generally anticipated that a hedging or other derivative transaction cannot be entered into at an acceptable price. The success of any hedging or other derivative transactions that we enter into generally will depend on many factors outside our control, including unexpected and predictable market changes. Such transactions have special risks associated with them, including the possible bankruptcy, or insolvency of, or default by the counterparty to the transaction and the illiquidity of the instrument acquired by the KKR Credit Fund or Other Client relating thereto. Although a KKR Credit Fund or Other Client might benefit from the use of hedging transactions, unanticipated changes in interest rates, securities prices or currency exchange rates and the costs associated with these arrangements could result in a poorer overall performance for the KKR Credit Fund or Other Client than if it had not entered into such hedging transactions. Due to the regulation of OTC derivatives, KKR Credit Funds’ and Other Clients’ ability to enter into such hedging transactions could be limited. The absence or divergence of hedging strategies for a particular KKR Credit Fund or Other Client could result in poorer overall performance compared to what the performance would have been if such KKR Credit Fund or Other Client had entered into hedging transactions at all or had entered into the same hedging transactions of other KKR Credit Funds, Other Clients or KKR proprietary entities. It is not possible to hedge fully or perfectly against currency fluctuations affecting the value of investments because the value of those investments is likely to fluctuate as a result of independent factors not related to currency fluctuations. When engaging in hedging transaction with respect to KKR Credit Funds and Other Clients, KKR Credit will not be taking into consideration any hedging transactions separately entered into by investors in such KKR Credit Funds or Other Clients, which could result in an investor’s own hedging activities being rendered ineffective or result in adverse or otherwise undesired effects with respect to an investor’s interest in a KKR Credit Fund or Other Client. Portfolio companies can also enter into hedging transactions in order to hedge risks applicable to them. Such transactions are subject to similar risks to those described above. A KKR Credit Fund or Other Client could be exposed to such risks by reason of its investment in the relevant portfolio company, and there can be no assurance that any hedging strategies will be effective in protecting against currency exchange rate fluctuations or other risks. In addition, although such hedging transactions may hedge economic risks, they might not be effective hedges for tax purposes. For example, the tax character of the gain or loss on the hedging transaction may differ from the character of the loss or gain on the investment, or the timing or gain or loss for tax purposes may differ between the hedging transaction and the investment. Derivatives Generally, derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index, and can relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates, commodities, related indexes and other assets. KKR Credit Funds or Other Clients are permitted to, directly or indirectly, use various derivative instruments including, but not limited to, options contracts, futures contracts, forward contracts, options on futures contracts, indexed securities and swap agreements for hedging and risk management purposes. KKR Credit Funds or Other Clients also could use derivative instruments to approximate or achieve the economic equivalent of an otherwise permitted investment (as if KKR Credit Funds or Other Clients directly invested in the loans, claims or securities of the subject issuer) or if such instruments are related to an otherwise permitted investment. KKR Credit Funds’ or Other Clients’ use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other traditional investments, including transaction costs to which KKR Credit Funds or Other Clients would not be subject absent the use of these instruments and, accordingly, could result in losses greater than if they had not been used. The use of derivative instruments carries risks including, among others, leverage risk, volatility risk, duration mismatch risk, correlation risk and counterparty risk. When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged might prevent KKR Credit Funds or Other Clients from
achieving the intended hedging effect or expose KKR Credit Funds or Other Clients to the risk of loss. It is not possible to hedge fully or perfectly against currency fluctuations affecting the value of investments denominated in non-U.S. currencies because the value of those investments is likely to fluctuate as a result of independent factors not related to currency fluctuations. Derivative instruments, especially when traded in large amounts, are sometimes, so that in volatile markets KKR Credit Funds and Other Clients might not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which KKR Credit Funds and Other Clients conduct their transactions in derivative instruments could prevent prompt liquidation of positions, subjecting KKR Credit Funds and Other Clients to the potential of greater losses. Derivative instruments that are purchased or sold by KKR Credit Funds or Other Clients include instruments not traded on an exchange. Derivative instruments not traded on exchanges are also not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment might not be available in connection with such transactions. In addition, significant disparities could exist between “bid” and “asked” prices for derivative instruments that are not traded on an exchange. Additionally, when a company defaults or files for protection from creditors (e.g., U.S. chapter 11 proceedings), the use of derivative instruments presents special risks associated with the potential imbalance between the derivatives market and the underlying securities market. In such a situation, physical certificates representing such securities could be required to be delivered to settle trades and the potential shortage of such actual certificates relative to the number of derivative instruments can cause the price of the actual certificated debt securities to rise, which could adversely affect the holder of such derivative instruments. The risk of nonperformance by the counterparty on such an instrument might be greater and the ease with which KKR Credit Funds or Other Clients can dispose of or enter into closing transactions with respect to such an instrument could be less than in the case of an exchange traded instrument. The stability and liquidity of derivative investments depend in large part on the creditworthiness of the parties to the transactions. If there is a default by the counterparty to such a transaction, KKR Credit Funds or Other Clients will under most normal circumstances have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights can involve delays or costs which could result in a loss to KKR Credit Funds or Other Clients. Furthermore, there is a risk that any of such counterparties could become insolvent. It should be noted that in purchasing derivative instruments, KKR Credit Funds or Other Clients typically will not have the right to vote on matters requiring a vote of holders of the underlying investment. Moreover, derivative instruments, and the terms relating to the purchase, sale or financing thereof, are also typically governed by complex legal agreements. As a result, there is a higher risk of dispute over interpretation or enforceability of the agreements. It should also be noted that the regulation of derivatives has been evolving in the U.S. and in other jurisdictions and is expected to increase, which could impact KKR Credit Funds’ or Other Clients’ ability to transact in such instruments and the liquidity of such instruments. Portfolio companies and other issuers of KKR Credit Funds’ or Other Clients’ portfolio investments can also enter into hedging or other derivative transactions including in order to hedge risks applicable to them. Such transactions are subject to similar risks to those described herein. KKR Credit Funds or Other Clients will be exposed to such risks by reason of their investment in the relevant issuer. Credit Default Swaps KKR Credit Funds or Other Clients also invest in credit default swaps for hedging and investment purposes. A credit default swap is a contract between two parties which transfers the risk of loss if a company fails to pay principal or interest on time or files for bankruptcy. In essence, an institution which owns corporate debt instruments can purchase a limited form of default protection by entering into a credit default swap with another bank, broker-dealer or financial intermediary. Upon an event of default, the swap can be terminated in one of two ways: (i) by the purchaser of credit protection delivering the referenced instrument to the swap counterparty and receiving a payment of par value; or (ii) by the parties pairing off payments,
with the purchaser of the protection receiving a payment equal to the par value of the reference security, less the price at which the reference security trades subsequent to default. The first way is the more common form of credit default swap termination. In the manner described above, credit default swaps can be used to hedge a portion of the default risk on a single corporate bond or a portfolio of bonds. In particular, KKR Credit Funds or Other Clients could purchase credit default protection even in a case in which they do not own the referenced instrument if, in the judgment of the relevant KKR Credit GP, there is a high likelihood of credit deterioration. The credit default swap market in high-yield securities is comparatively new and rapidly evolving compared to the credit default swap market for more seasoned and liquid investment grade securities. Swap transactions dependent upon credit events are priced incorporating many variables, including the pricing and volatility of the common stock, potential loss upon default and the shape of the U.S. Treasury yield curve, among other factors. As such, there are many factors upon which market participants could have divergent views. KKR Credit Funds or Other Clients also could enter into credit default swap transactions, even if the credit outlook is positive, if the relevant KKR Credit GP believes that participants in the marketplace have incorrectly valued the components which determine the value of a swap. Total Return Swaps Some KKR Credit Funds or Other Clients enter into total return swap agreements. A total return swap is subject to market risk, liquidity risk and risk of imperfect correlation between the value of the total return swap and the loans and/or bonds underlying the total return swap. In addition, such KKR Credit Funds or Other Clients incur certain costs in connection with the total return swap that could in the aggregate be significant. A total return swap is also subject to the risk that a counterparty will default on its payment obligations under the arrangements or that one party will not be able to meet its obligations to the other. The party making periodic payments based on a fixed or variable interest rate would typically have to post collateral to secure its obligations to the other party to the total return swap. In addition, the party making periodic payments based on a fixed or variable interest rate bears the risk of depreciation with respect to the value of the assets underlying the total return swap and might be required under the terms of the total return swap to post additional collateral on a dollar-for-dollar basis in the event the value of the loans and/or bonds underlying the total return swap depreciate more than the amount of any cash collateral previously posted by such party. In the event that the party owning the assets underlying the total return swap chooses to exercise its termination rights under the total return swap, it is possible that the counterparty will owe more to such party or, alternatively, will be entitled to receive less from such party than it would have if such counterparty controlled the timing of such termination due to the existence of adverse market conditions at the time of such termination. In addition, because a total return swap is a form of synthetic leverage, such arrangements are subject to risks similar to those associated with the use of leverage. Credit Risk; Collateral The terms of derivative hedging arrangements entered into by a KKR Credit Fund or Other Client can provide that related collateral given to, or received by, the KKR Credit Fund or Other Client be reinvested or otherwise reused by the KKR Credit Fund or Other Client for its own purposes which exposes the KKR Credit Fund or Other Client to the risk of loss on that investment and reduced protection if the counterparty defaults. Similarly, if the counterparty reinvests or otherwise reuses collateral received from the KKR Credit Fund or Other Client and incurs a materially adverse loss as a result, it might not be in a position to return that collateral to the KKR Credit Fund or Other Client should the relevant transaction be completed, unwound or otherwise terminated, exposing the KKR Credit Fund or Other Client to the risk of loss of the amount of collateral provided to the counterparty.
Debt Investments KKR Credit Funds and Other Clients invest in debt instruments, including through vehicles holding debt issued by a KKR Credit Fund or Other Client portfolio company which vehicles are managed by KKR Credit (please see Items 10 and 11 below for additional information), and other KKR Credit Funds and Other Clients that make debt investments in or relating to real estate-related businesses, assets or interests. In the absence of appropriate hedging measures, changes in interest rates generally will cause the value of debt investments to vary inversely to such changes. The obligor of a debt security or instrument might not be able or willing to pay interest or to repay principal when due in accordance with the terms of the associated agreement and collateral might not be available or sufficient to cover such liabilities. Commercial bank lenders and other creditors could be able to contest payments to the holders of other debt obligations of the same obligor in the event of default under their commercial bank loan agreements. Investments are often made in loans and other forms of debt that are not marketable securities and therefore are not liquid. Sub-participation interests in syndicated debt could be subject to certain risks because they have no direct contractual relationship with underlying borrowers. Debt securities and instruments in which KKR Credit Funds and Other Clients invest are generally rated below investment grade by recognized rating agencies or unrated and face ongoing uncertainties and exposure to adverse business, financial or economic conditions and the issuer’s failure to make timely interest and principal payments. Issuers of debt investments from time to time become involved in bankruptcy or other reorganization and liquidation proceedings. Such investments involve a substantial degree of risk. Any deterioration of real estate fundamentals generally, and in the U.S. in particular, generally negatively impact the performance of KKR Credit Funds and Other Clients that make real estate debt investments, increasing the default risk applicable to borrowers, and/or making it relatively more difficult for such vehicles to generate attractive risk-adjusted returns. Please see “Investments in Real Estate” below for further information. Market, Economic and Political Risks KKR Credit Funds or Other Clients and portfolio companies and other issuers in which they invest could be materially affected by market, economic and political conditions globally and in the jurisdictions and sectors in which they invest or operate, including economic outlook, factors affecting interest rates, the availability of credit, currency exchange rates, changes in competitive environment, changes in national or international economic and market conditions and changes in laws, regulations, trade barriers, commodity prices and controls, fiscal policies or political conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks, security operations, infectious disease outbreaks, epidemics and pandemics. The market price of any publicly traded securities held by a KKR Credit Fund or Other Client will separately be impacted by these conditions in various ways, including in a manner that does not reflect the direct impact on the relevant portfolio companies. These factors are outside KKR Credit’s and the relevant KKR Credit GP’s control and could adversely affect the liquidity and value of KKR Credit Funds’ or Other Clients’ investments and could reduce the ability of KKR Credit Funds or Other Clients to make attractive new investments. Difficult market and economic conditions or events generally adversely affect KKR Credit Funds and Other Clients by reducing the value or performance of their investments or by reducing their ability to raise or deploy capital or obtain appropriate financing, each of which could negatively impact returns to investors. Investments made by KKR Credit Funds and Other Clients often involve a high degree of business and financial risk that can result in substantial losses. Investors should not invest unless they can readily bear the consequences of partial or total loss of capital. Moreover, potentially material changes in economic, trade and immigration policies, all of which could lead to significant disruption of global markets and could have materially adverse consequences on the investments of KKR Credit Funds and Other Clients, including in particular on portfolio companies whose operations are directly or indirectly dependent on international trade (see also “Global Limitations on Trade and Foreign Investment” below). More generally, with respect to the United States in particular, political scrutiny, legislative acts, rulemaking adjudicatory or other activities, including
in particular by the U.S. Congress, the SEC, the Federal Reserve Board, the Financial Industry Regulatory Authority, Inc. (“FINRA”), Financial Stability Oversight Council (“FSOC”), or other U.S. or non-U.S. governmental, quasi-governmental or self-regulatory bodies, agencies and regulatory organizations, could make it more difficult (or less attractive) for KKR Credit Funds and Other Clients to achieve their investment objectives or for some or all of their portfolio companies to engage in their respective businesses. Many of these regulations are described in the following risk factors. Any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the asset management industry, tax law, immigration policy, environmental protection and/or climate change policies or regulations and/or government entitlement programs could have a material adverse impact on the KKR Credit Funds and Other Clients and their investments, and/or result in KKR Credit Funds or Other Clients targeting significantly different types of investment opportunities than originally anticipated, subject to their stated investment objectives and focus. More generally, legislative acts, rulemaking, adjudicatory or other activities by U.S. or non-U.S. governmental, quasi-governmental or self-regulatory bodies, agencies, and regulatory organizations could make it more difficult or less attractive for KKR Credit Funds and Other Clients to achieve their investment objectives or for some or all portfolio companies to engage in their respective businesses. KKR Credit Funds’ or Other Clients’ investment strategies and the availability of opportunities satisfying KKR Credit Funds’ or Other Clients’ risk-adjusted return parameters relies in part on the continuation of certain trends and conditions observed in the market for originated debt and bond markets as well as the larger financial markets and, in some cases, the improvement of such conditions. No assurance can be given that such conditions, trends or opportunities will arise or continue, as applicable. Trends and historical events do not imply, forecast or predict future events and, in any event, past performance is not necessarily indicative of future results. There can be no assurance that the assumptions made, or the beliefs and expectations currently held, by KKR Credit will prove correct and actual events and circumstances can vary significantly. General fluctuations in the market prices of debt investments and interest rates can have a substantial negative impact on KKR Credit Funds’ or Other Clients’ investments and investment opportunities and accordingly could have a material adverse effect on KKR Credit Funds’ or Other Clients’ investment objectives and the rate of return on invested capital. Instability in the debt markets also increase the risks inherent in KKR Credit Funds’ or Other Clients’ investments. The ability of portfolio companies and other issuers in which KKR Credit Funds or Other Clients invest to refinance debt obligations and for KKR Credit Funds or Other Clients to realize on their investments, will depend on the condition of public or private financing markets at the time of the proposed refinancing or other transaction. Moreover, to the extent KKR Credit Funds or Other Clients utilize third-party financing to make investments on a leveraged basis, a decrease in the value of KKR Credit Funds’ or Other Clients’ investments would increase the effective amount of leverage and could result in the possibility of a “margin call” by lenders, pursuant to which KKR Credit Funds or Other Clients must either deposit additional funds or collateral with the lender, which would require investors to make additional capital contributions in respect of such leverage, or suffer mandatory liquidation of the pledged debt obligations to compensate for the decline in value. Non-U.S. Investment Considerations Non-U.S. Bankruptcy Laws Portfolio companies and other issuers located in non-U.S. jurisdictions sometimes will be involved in restructurings, bankruptcy proceedings and/or reorganizations that are not subject to laws and regulations that are similar to the Bankruptcy Code and/or that do not otherwise accommodate the rights of creditors afforded in U.S. jurisdictions. In certain cases, such non-U.S. laws and regulations might not provide KKR
Credit Funds or Other Clients with equivalent rights and privileges necessary to promote and protect its interests and KKR Credit Funds’ or Other Clients’ investments in such portfolio investments could be materially adversely affected as a result. While KKR Credit intends to manage KKR Credit Funds and Other Clients in a manner that will minimize exposure to the foregoing risks, there can be no assurance that adverse developments (with respect to such risks) will not adversely affect the assets of KKR Credit Funds or Other Clients that are held in certain countries. Eurozone Risks Some KKR Credit Funds or Other Clients provide financing to European companies and companies that have operations that will be affected by the Eurozone economy. For example, concerns regarding the sovereign debt of various Eurozone countries and proposals for investors to incur substantial write-downs and reductions in the face value of certain countries’ sovereign debt have given rise to new concerns about sovereign defaults, following the vote by the United Kingdom to leave the EU and the possibility that one or more further countries might leave the EU or the Eurozone and various proposals (still under consideration and unclear in material respects) for support of affected countries and the Euro as a currency. The outcome of this situation cannot yet be predicted. Sovereign debt defaults and EU and/or Eurozone exits, could have material adverse effects on investments by KKR Credit Funds or Other Clients in European companies, including, but not limited to, an immediate reduction of liquidity for particular investments in affected countries, uncertainty and disruption in relation to financing, customer and supply contracts denominated in Euro and wider economic disruption in markets served by those companies, while austerity and other measures introduced in order to limit or contain these issues themselves lead to economic contraction and resulting adverse effects for KKR Credit Funds or Other Clients and their investments. It is possible that a number of KKR Credit Funds’ or Other Clients’ investments will be denominated in Euro. Greece, Ireland and Portugal received one or more “bailouts” from other members of the EU. Although several countries in the Eurozone have agreed to multi-year bailout loans with the ECB and the International Monetary Fund, it is unclear how much additional funding these countries, or other Eurozone countries, will require. To the extent that any of KKR Credit Funds’ or Other Clients’ investments are denominated in Euro, legal uncertainty about the funding of Euro denominated obligations following any breakup of, or exits from, the Eurozone (particularly in the case of investments in companies in affected countries) could also have material adverse effects on KKR Credit Funds or Other Clients and, consequently, returns to investors. In addition, there is often a high degree of government regulation in European economies, including in the securities markets. Action by such governments can directly affect non-U.S. investment in securities and/or loans in those countries and can also have a significant indirect effect on the market prices of securities and/or loans and of the payment of dividends and interest. Changes in policy with regard to taxation, fiscal and monetary policies, repatriation of profits, and other economic regulations are possible, any of which could have an adverse effect on private investments. The European economies can differ favorably or unfavorably from the U.S. economy with regard to the rate of growth of gross domestic product, the rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments. Many countries in Europe have undergone a substantial political and social transformation and there can be no assurance that the economic, educational and political reforms necessary to complete political and economic transformation will continue. The state of development of certain political systems in Europe makes them susceptible to changes and potential weakening from economic hardship and social instability. In certain European countries, the extent of the success of economic reform is difficult to evaluate. Information on these economies is often contradictory or absent. In certain countries, much of the workforce remains underemployed or unemployed. Continued unemployment could hinder the ability of various
governments to keep deficit spending in check. Changing political environments, regulatory restrictions, and changes in government institutions and policies in Europe could adversely affect private investments. Civil unrest, ethnic conflict or regional hostilities contribute to instability in some countries of Europe. Such instability impedes business activity and adversely affect the environment for non-U.S. investments. KKR Credit Funds and Other Clients might not obtain political risk insurance. Actions in the future of one or more European governments could have a significant effect on the various economies, which could affect market conditions, prices and yields of securities and/or loans in KKR Credit Funds’ or Other Clients’ portfolios. Political and economic instability in any of the countries in Europe in which KKR Credit Funds or Other Clients invest could adversely affect the KKR Credit Funds’ or Other Clients’ investments. BEPS Considerations The Organization for Economic Co-operation and Development (the “OECD”), which represents a coalition of member countries, has sought to make changes to numerous long-standing tax principles through its Base Erosion and Profit Shifting (“BEPS”) project, and individual jurisdictions are introducing domestic legislation implementing certain of the BEPS actions. The BEPS project is focused on a number of issues, including profit shifting among affiliated entities in different jurisdictions, interest deductibility and eligibility for the benefits of double tax treaties. Various countries have implemented or intend to implement the OECD’s recommended model rules. The OECD also finalized guidelines recommending that certain multinational enterprises be subject to a minimum 15% tax rate effective from 2024 (“Pillar Two”). Various countries have implemented or are in the process of implementing the OECD’s recommended model rules. By way of example, the Council of the European Union formally adopted Pillar Two and required all 27 EU member states to adopt local legislation during 2023 to implement Pillar Two rules that apply in respect of the fiscal years beginning from December 31, 2023. However, the current U.S. administration is not expected to adopt Pillar Two, creating additional uncertainty as to the application of these rules to multinational enterprises with a U.S. parent entity. Our business and our sponsored vehicles’ and portfolio companies’ businesses could be significantly impacted if the model rules, or any future variation, have been or will be implemented in any of the countries in which our business, our portfolio companies’ businesses, or our investment structures are located. For example, the effect of Bermuda’s commitment to the OECD to eliminate harmful tax practices is uncertain and could adversely affect Global Atlantic’s tax status in Bermuda. Several of the areas of tax law (including double taxation treaties) on which the BEPS project is focusing are relevant to the ability of KKR Credit Funds and Other Clients to efficiently realize income or capital gains and to efficiently repatriate income and capital gains from the jurisdictions in which they arise to investors. Several of the areas of tax law (including double taxation treaties) on which the BEPS project is focusing are relevant to the ability of KKR Credit Funds and Other Clients to efficiently realize income or capital gains and to efficiently repatriate income and capital gains from the jurisdictions in which they arise to investors. KKR Credit Funds, Other Clients and their portfolio companies could be significantly impacted by the model rules, or any future variation that, have been or will be implemented in any of the countries in which KKR Credit Funds or Other Clients or their portfolio companies’ businesses or investment structures are located. Effective tax rates could increase within KKR Credit Funds or Other Clients or their portfolio companies’ businesses or investment structures, including by way of higher levels of tax being imposed than is currently the case, possible denial of deductions or increased withholding taxes and/or profits being allocated differently. The proposals could also lead to an increase in the complexity, burdens and cost of tax compliance. Given ongoing design, implementation and administration, the timing, scope and impact of any relevant domestic legislation or multilateral conventions remain subject to significant uncertainty. Shadow Banking Regulation There has been increasing commentary among regulators and intergovernmental institutions, including the Financial Stability Board and International Monetary Fund, and the Financial Stability Oversight Council
(the “FSOC”), regarding the role of nonbank institutions in providing credit, and particularly, so called “shadow banking” (a term generally to refer to credit intermediation involving entities and activities outside the regulated banking system). Our private credit strategies and insurance-adjacent lending activities operate largely outside the traditional banking system and are subject to a complex and developing set of regulatory regimes, including securities, insurance, derivatives, banking, and financial stability laws. Regulatory authorities may adopt new or revised laws, regulations, guidance, or supervisory approaches applicable to these activities. Such developments could include heightened reporting or disclosure requirements, limitations on leverage, increased liquidity requirements, restrictions on investment strategies or asset concentrations, or enhanced governance or risk-management expectations. Regulatory frameworks applicable to KKR Credit and its clients may evolve over time. Currently, KKR Credit’s private credit strategies and insurance-adjacent lending activities operate largely outside the traditional banking system and are subject to a complex and developing set of regulatory regimes, including securities, insurance, derivatives, banking, and financial stability laws. Although these activities are conducted through entities that are not regulated as banks, they have increasingly attracted regulatory attention due to their scale, growth, use of leverage, liquidity characteristics, interconnectedness with regulated financial institutions and potential relevance to broader financial markets. Regulatory authorities are likely to adopt new or revised laws, regulations, guidance, or supervisory approaches applicable to these activities. Such developments could include heightened reporting or disclosure requirements, limitations on leverage, increased liquidity requirements, restrictions on investment strategies or asset concentrations, or enhanced governance or risk-management expectations. In particular, regulatory initiatives relating to non-bank financial intermediation or so-called “shadow banking,” as well as financial-stability-oriented regulation, could result in the recharacterization of certain of KKR Credit’s private credit or insuranceadjacent activities or the imposition of activity-based or group-level regulatory requirements that have historically applied to banks or other systemically important financial institutions, which could materially adversely affect KKR Credit’s business, financial condition, and results of operations. Moreover, given the scale and scope of KKR’s business and financial activities, regulators are expected to evaluate KKR’s business and risk profile on a consolidated or group-wide basis rather than solely by reference to individual regulated entities. In the United States, the Financial Stability Oversight Council has authority to designate certain non-bank financial companies as systemically important financial institutions (“SIFI”), which could subject a designated entity to enhanced supervision and regulation by the U.S. Board of Governors of the Federal Reserve System. Similarly, in the European Union and the United Kingdom, groups that engage in both insurance and investment activities are likely to be subject to supplementary group-wide supervision under the Financial Conglomerates Directive and its UK equivalent. If KKR Credit were to become subject to such enhanced or group-level regulatory regimes, KKR Credit could face materially increased regulatory burdens, governance, reporting, capital, liquidity, or riskmanagement requirements, restrictions on business activities or intercompany arrangements, or other limitations that could materially adversely affect the ability of KKR Credit Funds and Other Clients to pursue investments or otherwise meet their investment objectives. In an extreme eventuality, it is possible that such regulations could render the continued operation of certain KKR Credit Funds unviable and lead to their premature termination or restructuring. European Market Infrastructure Regulation KKR Credit Funds or Other Clients are permitted to enter into OTC derivative contracts for hedging purposes or to obtain synthetic investment exposures. European Market Infrastructure Regulation (“EMIR”) establishes certain requirements for OTC derivatives contracts, including mandatory clearing obligations, bilateral risk management requirements and, subject to certain conditions, mandatory clearing requirements for certain classes of OTC derivatives and a margin posting obligation for OTC derivatives contracts not subject to clearing.
The EMIR Framework was amended as part of the European Commission’s REFIT programme pursuant to Regulation (EU) No 2019/834 of the European Parliament and of the Council of May 20, 2019 (“EMIR REFIT. EMIR REFIT introduced or amended certain key obligations under the EMIR Framework relating to clearing, reporting and risk-mitigation (including margining). Although EMIR REFIT allows for certain financial counterparties (so-called “small financial counterparties”) to be exempted from the clearing obligation, there can be no assurance as to whether the Fund will be able to benefit from that exemption. In addition, further changes to the EMIR Framework have been made by so-called “EMIR 3” (a legislative package containing a regulation and a directive). The potential implications of the EMIR Framework (as amended by EMIR REFIT and EMIR 3) for KKR Credit Funds or Other Clients include, without limitation, the following: •
Clearing obligation: certain standardized OTC derivative transactions are subject to mandatory clearing through a central counterparty (a “CCP”), provided that the counterparty of the Fund is also subject to the clearing obligation. Clearing derivatives through a CCP could result in additional costs and might be on less favorable terms than would be the case if such derivative was not required to be centrally cleared;
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Active account: financial counterparties that are subject to the clearing obligation, and that exceed the clearing threshold with respect to certain categories of derivative contracts (including, without limitation, short-term interest rate derivatives denominated in euro), will be obliged to hold at least one active account opened with an EU CCP authorized pursuant to the EMIR Framework and clear at least a representative number of trades in that active account. Maintaining such active account could result in additional costs to be borne by the Fund, while trades cleared through such an account could be made on less favorable terms than trades cleared elsewhere;
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Risk mitigation techniques: for those of its OTC derivatives which are not subject to central clearing, KKR Credit Funds or Other Clients will be required to put in place risk mitigation requirements, which include the collateralization of such uncleared OTC derivatives. These risk mitigation requirements can increase the cost of KKR Credit Funds or Other Clients pursuing its investment and hedging strategy;
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Reporting obligations: each of KKR Credit Funds’ or Other Clients’ OTC derivative transactions must be reported to a trade depository, registered under the EMIR Framework. This reporting obligation can increase the costs to KKR Credit Funds or Other Clients of utilizing OTC derivatives; and
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Sanctions: there exists a risk that sanctions could be imposed by the Central Bank of Ireland on the AIFM and/or by the CSSF on the KKR Credit Fund or Other Clients in each case for noncompliance with the EMIR Framework obligations.
Senior Managers and Certification Regime and its International Equivalents In December 2019, the United Kingdom’s Senior Managers and Certification Regime (“SMCR”) was extended to all firms authorized and regulated by the FCA under the FSMA. Several other jurisdictions in which KKR Credit operates, including Hong Kong, Australia and Singapore, have since adopted corporate governance legislation equivalent to the SMCR. The SMCR and its international equivalents seek to increase firm and individual accountability within the financial services sector, and create new obligations and responsibilities on KKR Credit’s affiliates and personnel who perform certain types of functions within KKR Credit’s businesses located in such jurisdictions, including with respect to certain KKR Credit Funds and Other Clients. These regulatory regimes have required KKR Credit, in part, to adapt its governance and
operating frameworks so as to ensure compliance with the new regimes, which have caused, and will cause on an ongoing basis, increased compliance costs that could impact the financial performance of its businesses. Moreover, given the increased focus on individual accountability and personal conduct, there is an increased risk of enforcement action against KKR Credit personnel in the UK and such other jurisdictions, including, but not limited to, fines and restrictions on their ability to operate within the financial services industry, which can make it harder to recruit qualified personnel. Sixth Money Laundering Directive After the implementation of the Fifth Money Laundering Directive (“MLD5”) in January 2020, the Sixth Money Laundering Directive (“MLD6”) was introduced and came into effect on December 2, 2020, with the aim of strengthening its measures on combatting financial crime and terrorist financing. The changes brought about by MLD6 will be applicable to the European operations of KKR Credit Funds, Other Clients and KKR Credit and its affiliates, and have required that KKR Credit and its affiliates make adaptations to its existing anti-money laundering and know your customer framework. Furthermore, in June 2024, the EU published a package of legislation designed to strengthen the EU’s anti-money laundering and countering the financing of terrorism rules (the “AML Package”). Implementation will be phased over the coming years with full compliance expected by July 2027. In addition, the UK Economic Crime and Corporate Transparency Act 2023 (the “UK Corporate Transparency Act”), introduces measures designed to prevent the abuse of UK corporate structures to address various financial crimes and which requires in-scope companies to provide additional information to the Companies House, which is the executive agency in the United Kingdom responsible for maintaining the register of companies, as part of an identity verification regime. The UK Corporate Transparency Act also introduced a criminal offence, effective September 2025 for failure to prevent fraud intending to benefit the organisation for various financial crimes. The implementation of all these new requirements will increase the complexity of compliance obligations to which such European operations are subject, which could lead to increased costs on an ongoing basis. Investor Interests; Dispositions and Distributions Dilution from Subsequent Closings Investors admitted to certain closed-ended KKR Credit Funds or increasing their capital commitment to such KKR Credit Funds following their initial closing date will generally participate in existing investments of such KKR Credit Funds prior to such admission or increase, diluting the interests of existing investors; however the relevant KKR Credit GP is generally permitted to exclude any investor admitted or increasing its capital commitments to a KKR Credit Fund in a subsequent closing from participating in prior investments made by the KKR Credit Fund. Furthermore, a KKR Credit GP could require any investor admitted or increasing its capital commitments to a KKR Credit Fund in a subsequent closing to contribute its pro rata share of capital contributions in respect of the KKR Credit Fund’s prior investments at the time such investor is admitted or increases its commitments (or such later date as the KKR Credit GP determines). Although such investors will contribute their respective pro rata share of previously contributed capital for such investments at original cost plus a cost of carry plus an associated interest charge, in such situations, there can be no assurance that this payment will reflect the fair value of the KKR Credit Fund’s existing investments at the time such additional investors subscribe for interests in the KKR Credit Fund or existing investors increase their respective capital commitments to such KKR Credit Fund. Open-ended KKR Credit Funds typically allow investors to buy into existing investments at fair market value. In KKR Credit KKR Credit Fund or Other Clients that are not closed-ended and accept subscription and redemptions, Shareholders subscribing for Shares in the KKR Credit Fund or Other Client will generally participate in existing investments of the KKR Credit Fund or Other Client, diluting the Shares of existing Shareholders therein
Trade Errors KKR Credit, the KKR Credit GPs, and their respective affiliates will not be responsible for any losses resulting from any trade errors made by KKR Credit or its affiliates, in respect of KKR Credit Funds’ or Other Clients’ investments, except to the extent such parties are liable pursuant to the applicable governing documents of such KKR Credit Funds or Other Clients. Trade errors might include, for example, keystroke errors that occur when entering trades into an electronic system or typographical or drafting errors related to derivatives contracts or similar agreements. Investors should assume that trade errors (and similar errors or deviations from accuracy or correctness in the trade process) will occur and that none of KKR Credit, any KKR Credit GP, or their respective affiliates will be responsible for any resulting losses, unless it has breached its standard of care as set out in applicable laws or regulations as well as the applicable limited partnership agreement, investment management agreement, prospectus or other offering document or KKR Credit Funds or Other Clients. Risks of Multi-Step Acquisitions In the event that KKR Credit chooses to affect an investment transaction by means of a multi-step acquisition (such as a first-step cash tender offer or stock purchase followed by a merger), there can be no assurance that the remainder of the relevant investment can be successfully acquired. This could result in a KKR Credit Fund or Other Client having only partial control over the investment or partial access to its cash flow to service debt incurred in connection with the acquisition. Board Participation Some KKR Credit employees serve as directors of some portfolio companies and, as such, have duties to persons other than a KKR Credit Fund or Other Client, including other stockholders of such portfolio companies. Although holding board positions could be important to the KKR Credit Fund’s or Other Client’s investment strategy and is believed to improve KKR Credit’s oversight ability, board positions could impair KKR Credit’s ability to sell the relevant securities and/or loans when and upon the terms it wants, and subject KKR Credit and KKR Credit Funds and Other Clients to claims they would otherwise not be subject to as an investor, including claims of breach of duty of loyalty, corporate waste, securities claims and other director-related claims. Failure to Vote by a Limited Partner From time to time during the term of certain KKR Credit Funds or Other Clients, a KKR Credit GP is expected to require or otherwise solicit the vote, consent or waiver of limited partners or the limited partner advisory committee in connection with any proposed action or event relating to the relevant KKR Credit Fund, Other Client, the KKR Credit GP or its affiliates, including without limitation, any proposed amendment of the governing documents of such KKR Credit Fund or Other Client. The outcome of any such vote, consent or waiver could potentially have an adverse impact on certain investors. For certain KKR Credit Funds or Other Clients, any such vote, waiver or consent will be tabulated or made as if (subject to certain exceptions specified in the governing documents of KKR Credit Funds and Other Clients) any investor that abstains from, or fails to vote, consent or decide prior to any deadline established by the relevant KKR Credit GP for such response, is not an investor in the KKR Credit Fund or Other Client. In that event the wishes of the relevant investor will not be taken into account in determining the outcome of any such solicitation by the KKR Credit GP.
FOIA/Public Disclosure As a result of the U.S. Freedom of Information Act (‘‘FOIA”), any governmental public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement, KKR, investors in KKR Credit Funds or Other Clients or any of their respective affiliates are sometimes required to disclose information relating to a KKR Credit Fund or Other Client, or their affiliates, and/or any entity in which an investment is made, which disclosure could, for example, affect such KKR Credit Fund’s or Other Client’s competitive advantage in finding attractive investment opportunities. In addition, the identify of and certain information regarding investors in KKR Credit Funds and Other Clients, such as public pension plans and listed investment vehicles could be subject to public disclosure requirements. The amount of information about their investments that is required to be disclosed has increased in recent years and that trend could continue. To the extent that disclosure of confidential information relating to KKR Credit Funds or Other Clients or their portfolio companies results from interests being held by public investors, KKR Credit Funds or Other Clients could be adversely affected. Misconduct of Employees and Third-Party Service Providers KKR Credit depends on its reputation and high- caliber professional services to attract and retain qualified professionals and to pursue investment opportunities for KKR Credit Funds and Other Clients. Misconduct by employees of KKR Credit or by third-party service providers can cause significant losses or other adverse consequences to KKR Credit Funds or Other Clients. Misconduct can include binding KKR Credit Funds or Other Clients to transactions that exceed authorized limits or present unacceptable risks and unauthorized investment activities or concealing unsuccessful investment activities (which, in either case, could result in unknown and unmanaged risks or losses). Employee misconduct could also involve illegal or otherwise inappropriate acts that are not directly related to a KKR Credit Fund, Other Client or any portfolio company but nonetheless have a material adverse impact (including reputational damage) on KKRs Funds and Other Clients, KKR or their affiliates. KKR Credit also relies on third parties whom it does not control for significant operational support and assistance and other aspects of its business, including for various operational, accounting, and data processes and systems as well as on the systems of third party service providers. Other aspects of the KKR Credit business that depend on the services of third parties include law firms, prime brokers, custodians, escrow agents, placement agents, distribution partners, administrators and other consultants and agents to carry out administrative or other services, including valuations, insurance policy administration, securities transactions, recordkeeping, tax preparation, government filings, paying agent services, trustee services, technology services, administration services, tax and accounting services, and compliance functions. Losses could also result from erroneous, substandard or otherwise deficient actions by such third-party service providers, including, without limitation, failure to recognize trades and misappropriating assets. In addition, employees and third-party service providers might improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting KKR Credit Funds’ or Other Clients’ business prospects or future marketing activities. No assurances can be given that the due diligence performed by KKR Credit will identify or prevent any such misconduct. Furthermore, KKR Credit relies on individual consultants and other contingent workers who are not KKR Credit employees but work directly in KKR Credit’s business alongside employees. Certain aspects of KKR Credit’s business also depend on the efforts, skills, reputations, business contacts, and conduct of these consultants and other contingent workers, sometimes to the same extent as employees. KKR Credit expects to continue to rely on the engagement of consultants and other contingent workers to service important aspects of its business, the inability to retain them or to find their replacements could adversely impact KKR Credit and KKR Credit Funds and Other Clients. In addition, even though these consultants and other contingent workers are not KKR Credit employees, there are circumstances when their misconduct could
adversely impact KKR Credit and KKR Credit Funds and Other Clients to the same degree as if they were employees. For certain KKR Credit Funds and Other Clients that KKR Credit advises, a third-party fund administrator could provide fund accounting, investor recordkeeping and communications, cash and position reconciliations, net asset value calculations, financial statement preparation support, tax reporting support, and related services. The applicable fund typically bears the costs of any such administrator as a fund expense. Errors or misconduct by an administrator, including miscalculations of net asset value, inaccurate capital call or distribution processing, posting or reconciliation errors, delays in financial reporting or regulatory filings, or the misappropriation or misdirection of cash or assets, can result in losses, restatements, delays, regulatory scrutiny, or other adverse effects for the relevant fund and its investors. KKR Credit performs diligence before engagement and oversees administrators through ongoing monitoring and reporting, but KKR Credit generally relies on the books and records, reports, data, and certifications provided by administrators and may not detect every error or issue in a timely manner. Corrections of administrator errors may require adjustments to historical valuations, reallocation of gains or losses among investors, or other remedial actions, and there is no assurance that any resulting loss will be recoverable from the administrator. KKR Credit maintains policies and procedures intended to safeguard confidential information and client data and to oversee third-party access to such information, including contractual confidentiality, information security, and data protection requirements. Nonetheless, employees, consultants, or third-party providers might improperly use or disclose confidential information or experience security incidents, which could result in litigation, regulatory inquiries, financial harm, remediation costs, business disruption, and limitations on future marketing or business development activities. No assurance can be given that KKR Credit’s diligence, oversight, and control framework will identify or prevent all errors, misconduct, or service failures by employees, consultants, or third-party providers. Cybersecurity Risks including Business Disruption and Information Security Risks KKR Credit Funds, Other Clients, and their portfolio companies, KKR and their affiliates and service providers are subject to risks associated with a breach of cybersecurity, including business disruption and information security risks. A business disruption or outage could be caused by various events including pandemics, natural catastrophes, systems outages or a cybersecurity attack (see also “ —Force Majeure” and “ — Natural Disasters Catastrophes, Pandemics, Epidemics and Other Public Health Crises” above). Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyberattacks and hacking by other computer users, as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data and/or misappropriation of confidential information. Cybersecurity attacks are increasing in frequency and severity and include, but are not limited to, malicious software, including harmful malware and ransomware, denial-of-service attacks, social engineering, and other means to affect service reliability and attempt to gain unauthorized access to data, distributed denial of service attacks, ransomware attacks and other electronic security breaches that could lead to disruptions in critical systems, unauthorized or unintended release of confidential or otherwise protected information, including, without limitation, information regarding investors and KKR Credit Fund’s and Other Client’s investment activities, and corruption of data. In particular, ransomware attacks are evolving and typically carried out via a form of malicious software designed to encrypt the files on and/or block access to the information system until the demanded ransom is paid, resulting in significant business disruption, financial losses (including potentially ransom payments and/or costs and expenses associated with engaging decryption specialists), reputational costs and loss of data. Portfolio companies of private funds such as the KKR Credit Fund and Other Clients, broker-dealers, investment advisers, investment companies and service providers to such entities are especially vulnerable to ransomware attacks because they are seen as attractive targets that are more willing to pay the demanded
ransom. Private fund managers who disclose information about their senior management executives in routine public filings, which is the case with respect to KKR Credit, could also be targeted. KKR relies significantly on third parties whom we do not control for significant support and assistance with various aspects of our business, including for investment activities, accounting, record keeping, data processing, and other operations. These third parties include technology service providers, financial intermediaries and advisers, law firms, accountants, administrators, lenders, broker dealers, distribution agents, consultants, and other vendors. KKR generally has less control over the delivery of third-party services and, as a result, may face disruptions to our ability to operate our business as a result of interruptions of such services. KKR may also be held liable if those third-party service providers, their employees or their own third-party service providers are found to have committed negligence, violated laws or engaged in misconduct. Third parties could also attempt to fraudulently induce employees, KKR Credit counterparties and third-party service providers to disclose sensitive information in order to gain access to KKR Credit data or that of KKR Credit Funds and Other Clients. The risk of a security breach or disruption, particularly through accidental actions or omissions by trusted insiders, cyber-attacks or cyber intrusions, including by computer hackers, viruses, nation-state threat actors, and cyber terrorists, has increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased. A successful penetration or circumvention of the security of such systems could result in the unauthorized transfer of funds to an illegitimate counterparty, financial loss and expense, theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. KKR Credit Funds, Other Clients, KKR and their affiliates will be exposed to a more significant risk if these activities are taken by state actors. These same cybersecurity breaches, cyber-attacks and cyber intrusions could also be employed against various KKR Credit stakeholders or other third parties, including to impersonate KKR Credit or its employees, which could cause similar security impacts and materially and adversely impact KKR Credit and KKR Credit Funds and Other Clients. Certain damage or interruptions to information technology systems would cause losses to KKR Credit Funds, Other Clients or their investors, including, without limitation, by interfering with the processing of transactions, affecting a KKR Credit Fund’s or Other Client’s ability to conduct valuations or impeding or sabotaging trading. KKR Credit Funds and Other Clients would also incur substantial costs as the result of certain cybersecurity incidents, including those associated with forensic analysis of the origin and scope of the incident, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage. Any such cybersecurity incident could expose a KKR Credit Fund, Other Client and KKR Credit to civil liability as well as regulatory inquiry and/or action. Investors could also be exposed to losses resulting from unauthorized use or dissemination of their personal and confidential information. KKR Credit Funds, Other Clients, KKR Credit and their affiliates depend on the effective execution of operational processes and the reliability of information technology systems, both those KKR operates and those provided by third parties, for various purposes including trading, clearing and settling transactions, certain investments, portfolio monitoring and risk management reporting. These systems could be vulnerable to damage or interruption from computer viruses, network failures, infiltration by unauthorized persons, cybersecurity incidents, usage errors, power outages and catastrophic events. The techniques used by cyber criminals change frequently, might not be recognized until launched, and can originate from a wide variety of sources, including organized crime affiliates, terrorist organizations, nation-state threat actors, or cybersecurity researchers. KKR Credit’s controls and procedures, business continuity systems, and data security systems also prove to be inadequate, and KKR Credit might not be in a position to verify the risks of reliability of third party information technology systems. If these systems are compromised, become inoperable for extended periods of time or cease to function properly, KKR Credit and its affiliates might have to make a significant investment to fix or replace them.
The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors. Such a failure could harm the reputation of KKR Credit and its affiliates, subject KKR Credit and its affiliates to legal claims and otherwise affect their business and financial performance. KKR Credit could have insufficient recourse against third-party service providers and could have to expend significant resources to mitigate the impact of such an event. The SEC has underscored its focus on cybersecurity. In July 2023, the SEC adopted new cybersecurity disclosure rules, aimed at enhancing and standardizing disclosures made by public companies regarding cybersecurity risk management, strategy, governance and incident reporting. Some jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. In addition, the SEC adopted amendments to Regulation S-P in May 2024, with compliance required by December 2025 for larger entities and June 2026 for smaller entities, requiring registered investment advisers and other covered institutions to maintain written incident response programs for unauthorized access to customer information and to provide timely notification to affected individuals following any such unauthorized access. For additional discussion of Regulation S-P and related requirements, see ‘Information Security and Data Privacy Risk’ below. Many other regulators have also indicated an intention to take more aggressive enforcement actions regarding cybersecurity matters, and private litigation resulting from such matters is increasing and resulting in progressively larger judgments and settlements. The increased regulatory focus on the reporting of data security breaches and reduced time periods for providing such reporting under recently enacted rules, increase compliance costs and burdens, and heighten the risk of regulatory inquiry and/or action regarding cybersecurity matters for KKR Credit, KKR Credit Funds, Other Clients and their portfolio companies. Although the SEC withdrew its previously proposed cybersecurity risk management rules for investment advisers and broker-dealers in June 2025, the SEC or other regulators may in the future adopt additional cybersecurity-related requirements that could impose further obligations on KKR, KKR Credit Funds, Other Clients and their portfolio companies. Information Security and Data Privacy Risks KKR Credit, KKR Credit Funds and Other Clients and/or a KKR Credit AIFM are subject to various requirements, risks and costs associated with the collection, processing, storage and transmission of personal information. KKR Credit employees (and, in certain cases, third-party service providers) have access to, and process, personal information of investors, employees, contractors and other counterparties and third parties through a variety of media, including technology systems. Third-party administrators and their employees also have access to, and routinely process, personal information of investors, employees, contractors and other counterparties and third parties, and KKR is also dependent on such third parties and their systems to protect such data. Any inability, or perceived inability (even if unfounded), by KKR Credit, KKR Credit Funds and Other Clients and/or a KKR Credit AIFM to adequately address privacy and data protection concerns, or comply with applicable privacy and data protection laws, regulations, policies, regulatory or industry standards and guidance, or relevant contractual obligations could result in significant regulatory and third party liabilities or penalties, increased costs, disruption to KKR Credit, KKR Credit Funds and Other Clients, and/or a KKR Credit AIFM, and a loss of fund investor confidence and other reputational damage. Legal requirements relating to the processing of personal information continue to develop. KKR Credit Funds and Other Clients and/or a KKR Credit AIFM are directly or indirectly subject to the requirements of certain European data protection laws, including, the EU GDPR, the UK GDPR, the EU Digital Services Act, and the EU Digital Operational Resilience Act (“DORA”). The EU GDPR and DORA have direct effect in all European Economic Area (“EEA”) member states, and the UK GDPR applies in the UK. Both the EU GDPR and UK GDPR have extraterritorial effect in certain circumstances, including, where nonEEA or non-UK entities or persons process personal information in relation to the offering of goods or
services to individuals in the EEA or UK or the monitoring of the behavior of individuals in the EEA or UK. Both the EU GDPR and the UK GDPR impose a number of obligations on “data controllers” (which are persons or entities that are responsible for determining the purposes for which, and means by which, personal information is processed), and strengthen the rights for data subjects, including, among others: (i) accountability and transparency requirements, which require controllers to demonstrate and record compliance with the EU GDPR and UK GDPR and to disclose specific information to data subjects regarding how their personal information is used; (ii) requirements to identify a lawful basis for any processing of personal information; (iii) obligations to consider data protection as part of the development of any new products or services and to limit the amount of personal information processed to what is strictly necessary; (iv) obligations to comply with data protection rights requests made by data subjects; and (v) requirements to report certain types of personal information breaches to supervisory authorities or affected individuals within prescribed timeframes. The EU GDPR and UK GDPR also impose obligations on ‘processors’ which are natural or legal persons which process personal information on behalf of a controller (acting under the controller’s instructions). While the majority of obligations under the EU GDPR and UK GDPR are imposed on the controller, processors also have certain responsibilities to meet. Both the EU GDPR and the UK GDPR also contain rules relating to fines that may be levied for violations of the regulations. Depending on the violation, such fines may be up to the higher of 4% of annual worldwide turnover in the preceding year, or €20,000,000/£17,500,000. Data subjects may also have a right to compensation for financial or non-financial losses (e.g., distress) arising in relation to breaches of applicable data protection. In addition, the EU GDPR and UK GDPR restrict transfers of personal information outside the EEA/UK unless certain conditions are satisfied, including use of approved transfer mechanisms and safeguards (e.g., standard contractual clauses and, where applicable, transfer risk assessments) and/or reliance on adequacy decisions. Regulatory and judicial developments could affect the availability, interpretation or acceptability of such mechanisms, which could require changes to our data transfer practices or lead to increased compliance costs. KKR Credit, KKR Credit Funds, and Other Clients and/or a KKR Credit AIFM are also directly or indirectly subject to the requirements of other global data protection laws including the Personal Information Protection Law of the People’s Republic of China (“PIPL”), which has parallels with the GDPR given that it has extra-territorial effect, applying to data processing activities in China and outside of China in certain circumstances, the India Digital Personal Data Protection Act 2023, the U.K.’s Data Protection Act 2018, and Ireland’s Data Protection Acts 1988 to 2018. Separately, the EU’s Digital Operational Resilience Act (“DORA”), which took effect in January 2025, imposes ICT risk management, incident reporting, and third-party oversight requirements on financial entities operating in the EU, including investment managers. Non-compliance with DORA or any of the foregoing data protection frameworks could result in regulatory action, financial penalties, or reputational harm. While KKR Credit and its affiliates intend to comply with their privacy obligations under EU GDPR and the UK GDPR and other applicable data privacy laws, it is possible that KKR Credit and its affiliates will not be able to accurately anticipate the ways in which regulators and courts will apply or interpret the law. Other U.S. states have passed their own comprehensive consumer privacy legislation (including Colorado, Connecticut, Indiana, Montana, New Jersey, Oregon, Texas, Utah and Virginia) with additional states continuing to consider or enact similar laws. These state privacy laws impose varying obligations regarding data collection, processing, consumer rights, and breach notification, requiring KKR to adopt additional compliance measures across multiple jurisdictions and increasing the complexity and cost of maintaining a patchwork of state-specific privacy programs. In recent years, there have also been attempts in the U.S. Congress to pass a comprehensive federal privacy law. The U.S. also has a variety of sector-specific privacy
legislation, such as, the U.S. Health Insurance Portability and Accountability Act and the Gramm-LeachBliley Act. At the U.S. federal level, KKR Credit, KKR Credit Funds and Other Clients and/or a KKR Credit AIFM are directly or indirectly subject to the Gramm-Leach-Bliley Act of 1999, as amended in June 2023 (and the applicable regulations thereunder), which imposes privacy requirements on financial institutions, including obligations to protect and safeguard consumers’ nonpublic personal information and records, and limits the ability to share and reuse such information. In May 2024, the SEC adopted cybersecurity regulations as an amendment to Regulation S-P designed to establish a federal “minimum standard” for covered institutions to adopt an incident response program to govern their response to any unauthorized access of customer information. The adopted rule became effective December 2025 and applies to us as it includes broker-dealers, investment companies and registered investment advisers. The amendments require implementation of written policies and procedures to safeguard customer records and information by imposing notification requirements to affected individuals whose sensitive customer information was or is reasonably likely to have been accessed or used without authorization and other requirements, such as review of incident response programs and having policies and procedures regarding compliance by thirdparty service providers. The DOJ finalized a rule with phased-in compliance for U.S. persons, including us, which will become effective beginning in April 2025 and will impose data security requirements, such as meeting certain standards for cybersecurity, adopting cybersecurity policies, conducting cybersecurity audits and performing due diligence and recordkeeping requirements, on, and prohibit the transfer of, and access to, bulk sensitive personal information to foreign persons in countries of concern, including China, Russia, Iran, North Korea, Cuba, and Venezuela. The rule, issued pursuant to Executive Order 14117, imposes obligations including cybersecurity standards, audit requirements, due diligence procedures, and recordkeeping, and could materially affect KKR Credit’s cross-border data transfers and investments involving entities in covered jurisdictions. Additionally, KKR Credit, KKR Credit Funds and Other Clients and/or a KKR Credit AIFM are directly or indirectly subject to the requirements of the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (“CPRA”) along with their implementing regulations (collectively, the “CCPA”). The CCPA imposes a number of obligations on covered businesses, including, among others: (i) obligations to comply with certain requests made by California residents to exercise rights in their personal information; (ii) requirements to provide disclosures about the way in which, and the purposes for which their personal information will be used; and (iii) a requirement to ensure that all individuals responsible for handling consumer inquiries about the business’s privacy practices are informed of the CCPA’s requirements. The CCPA is enforced by the California Attorney General and the California Privacy Protection Agency and it authorizes civil penalties up to $2,500 for each non-intentional violation or $7,500 for each intentional violation. The CCPA also provides a private right of action but only in connection with certain “unauthorized access and exfiltration, theft, or disclosure” of a California resident’s non-encrypted or nonredacted personal information that was a result of the business’s failure to implement and maintain reasonable security procedures and practices appropriate to the nature of the information. The CPRA took effect on January 1, 2023 (with certain provisions having retroactive effect to January 1, 2022). The CPRA amended and expanded the pre-existing rules under CCPA by creating additional privacy rights for California residents, establishing the California Privacy Protection Agency as an enforcement body, and imposing additional obligations on covered businesses. The California Privacy Protection Agency issued the California Consumer Privacy Act Regulations which took effect on March 29, 2023. These regulations are designed to implement the CPRA and operationalize new rights and concepts that form part of California’s consumer privacy framework.
Legal frameworks relating to privacy and data protection are rapidly evolving, and KKR Credit, KKR Credit Funds and Other Clients and/or a KKR Credit AIFM are and will be directly or indirectly subject to new or changing legal obligations both domestically and internationally. The application, interpretation, and enforcement of these developing legal and regulatory obligations are often uncertain, may conflict among themselves, and could require KKR Credit to further modify certain information practices and could subject KKR Credit, KKR Credit Funds and Other Clients and/or a KKR Credit AIFM to additional compliance costs and regulatory scrutiny. While KKR Credit and its affiliates intend to comply with their privacy obligations under the applicable data protection laws, it is possible that KKR Credit and its affiliates will not be able to accurately anticipate the ways in which regulators and courts will apply or interpret the laws. Furthermore, KKR Credit, KKR Credit Funds and Other Clients and their portfolio companies frequently assume privacy compliance-related obligations as a result of entering into contractual relationships with counterparties. Any inability, or perceived inability (even if unfounded), to adequately address privacy and data protection risks, or to comply with applicable data protection laws, regulations, policies, guidance, industry standards or contractual obligations related to privacy and data protection, could result in additional cost and liability and could damage KKR Credit’s reputation and adversely affect KKR Credit Funds and Other Clients. There is a risk that the measures taken to comply with the privacy and data protection laws and regulations will not be sufficient or implemented correctly, particularly where conflicting requirements may exist, or if individuals within the business are not fully compliant with the requirements, controls and related procedures applicable to them. If the measures taken to comply with privacy and data protection laws and regulations are insufficient or incorrectly implemented, KKR Credit, KKR Credit Funds, and Other Clients and/or a KKR Credit AIFM and their respective affiliates (as relevant) could face significant administrative and monetary sanctions, liability to individuals or third parties, as well as reputational damage which could have a material adverse effect on their respective operations. The above considerations also apply to the portfolio companies of KKR Credit Funds and Other Clients, third-party service providers, and other counterparties with which KKR Credit Funds and Other Clients conduct investment activities. Artificial Intelligence Developments The use of artificial intelligence by KKR Credit and others, and the overall adoption of artificial intelligence throughout society, could exacerbate or create new and unpredictable competitive, operational, legal and regulatory risks to KKR Credit, KKR Credit Funds, Other Clients and their portfolio companies. Artificial intelligence and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to fully predict the future risks that will arise from such developments. Technological innovation, including the use of artificial intelligence and data science, has the potential to disrupt industries and change the ways they do business. Competitors of portfolio companies of KKR Credit Funds and Other Clients could be swifter and/or more successful in the development and implementation of services and platforms based on artificial intelligence and machine learning technology, resulting in a competitive disadvantage for portfolio companies of KKR Credit Funds and Other Clients and a material adverse impact on the performance of KKR Credit Funds and Other Clients. We use artificial intelligence and other quantitative analysis tools and models, developed by us and thirdparty service providers. Such technology, analysis and modeling are highly complex and subject to limitations and risks that have the potential to adversely impact us to the extent that we rely on artificial intelligence. If the data KKR Credit and its affiliates, or third-party service providers, use in connection with the development or deployment of artificial intelligence is incomplete, inadequate or biased in some way, the performance of KKR Credit Funds, Other Clients and their portfolio companies could be materially adversely affected. In addition, KKR Credit and its affiliates analyze data through different means, including manual reviews, automated rules as well as the use of artificial intelligence and machine learning technologies. Recent technological advances in artificial intelligence and machine-learning technology both present opportunities and pose risks to KKR Credit, KKR Credit Funds, Other Clients and their portfolio
companies. Data in technology that uses artificial intelligence can contain a degree of inaccuracy and error, which could result in flawed algorithms in various models used by KKR Credit and its affiliates, or by the portfolio companies of KKR Credit Funds or Other Clients. Certain AI systems, particularly generative AI, may produce outputs that are non-deterministic, incomplete, or factually incorrect (“hallucinations”), and may be susceptible to manipulation or exploitation (including prompt injection, data poisoning or other adversarial techniques), which could result in flawed analyses, investment decisions, communications or operational processes. KKR Credit’s personnel or the personnel of KKR Credit’s service providers could, without our knowledge, improperly utilize or misappropriate artificial intelligence and machine-learning technology while carrying out their responsibilities, including relating to the entry of confidential information into a technology platform that is or becomes accessible by third parties. The misuse or misappropriation of our data, unavoidable deficiencies in the practices associated with data collection, training artificial intelligence technology on large data sets, and big data analytics and difficulties validating data, could have an adverse impact on us. The use of AI systems will also expand our and our portfolio companies’ attack surface and introduce new cybersecurity and information security risks, including risks relating to models, prompts, training data, embeddings and AI-enabled automation. In addition, artificial intelligence is likely to materially disrupt the industries or businesses of portfolio companies of KKR Credit Funds and Other Clients, and the valuations of these investments. The valuations of investments could be materially adversely impacted by developments in and adoption of artificial intelligence technologies, which is likely to render existing products, services, or business models of the companies in which KKR Credit Funds and Other Clients invest obsolete, less competitive, or require significant and unanticipated additional investment to remain viable. There is also a risk that artificial intelligence will be misused or misappropriated by our employees, service providers or other third parties engaged by us, including to facilitate fraud, impersonation, social engineering or other deceptive practices (including through “deepfakes”). The use of AI-enabled tools will also increase risks associated with confidentiality, material non-public information and personally identifiable information, including through unintended retention, use, disclosure or incorporation of such information into datasets accessible to third parties. For example, a user can input confidential information, including material non-public information or personally identifiable information, into artificial intelligence applications, resulting in such information becoming a part of a dataset that is accessible by third-party technology applications and users, including our competitors. If we or third-party developers whose artificial intelligence we utilize do not have sufficient rights to use the data or other material relied upon by such developers, we also could incur liability through the alleged violation of applicable laws and regulations, third-party intellectual property, data privacy, or other rights, or contractual obligations. In addition, AI systems and their outputs are likely to raise novel or evolving intellectual property and contractual issues, including claims relating to training data, output ownership, licensing restrictions, or infringement or misappropriation of third-party rights. Further, we will not be able to control how thirdparty artificial intelligence that we choose to use are developed or maintained, or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters. The misuse or misappropriation of our data, unavoidable deficiencies in the practices associated with data collection, training AI technology on large data sets, and big data analytics and difficulties validating data, could have an adverse impact on our reputation and could subject us to legal and regulatory investigations or actions or create competitive risk. Regulators are also increasing scrutiny and considering, and in some cases enacting, regulation of the use of artificial intelligence technologies, including regarding the use of “big data,” diligence of data sets and oversight of data vendors. The use of artificial intelligence by us or others will require compliance with legal or regulatory frameworks that are not fully developed or tested, and we could face litigation and regulatory actions related to our use of artificial intelligence. Legal and regulatory frameworks related to the use of AI are evolving rapidly, including due to perceived or actual risks of bias, unfair discrimination,
transparency, explainability, automated decision-making and information security. The use of AI and the technologies underlying AI are subject to a variety of existing laws and regulations, including intellectual property, data privacy and security, consumer protection, competition, and equal opportunity laws, and could become subject to new laws and regulations or new interpretations of existing laws and regulations. In addition, the AI regulatory landscape is fragmented across U.S. federal and state jurisdictions and international markets, with regulatory regimes that sometimes conflict. Compliance with multiple regulatory regimes is likely to increase our costs, constrain product features, restrict market access, or require structural changes to our AI operations in certain jurisdictions. In April 2023, the U.S. Federal Trade Commission (“FTC”), DOJ, CFPB, and EEOC released a joint statement on artificial intelligence, demonstrating their interest in monitoring the development and use of automated systems and enforcement of their respective laws and regulations. Such enforcement has included “sweeps” by the FTC focused on unfair or deceptive practices by companies purporting to use artificial intelligence in their operations or selling artificial intelligence products that are used to mislead or deceive consumers. The NAIC has established a dedicated working group and adopted bulletins and reports on the use of artificial intelligence by insurers. Existing laws and regulations are being interpreted in new ways, which could affect the way in which we or our portfolio companies use artificial intelligence and machine-learning technology. In January 2025, the U.S. Department of Commerce’s Bureau of Industry and Security issued a rule requiring licenses to export certain closed-weight AI models and advanced computing integrated circuits beginning on May 15, 2025. In addition to the U.S. regulatory framework, in August 2024, the EU finalized a new regulation on artificial intelligence (the “EU AI Act”), parts of which are currently in effect and others which are slated to take effect from late 2026. The EU AI Act is a legal framework, which governs the development and deployment of artificial intelligence placed on the EU market, used in the EU, or where the output is used or intended to be used within the EU. The framework bans certain uses of artificial intelligence outright based on its risk and imposes material obligations on both the providers and deployers of certain other artificial intelligence activities. The fine threshold for non-compliance is expected to be 35 million euros or 7% of total annual worldwide turnover, whichever is higher, and regulators are expected to have powers to remove non-compliant products from the EU market. Other jurisdictions are also considering or advancing AI-related legal frameworks, and additional regimes could be adopted or implemented that create new compliance obligations for us. Once effective, regulations relating to artificial intelligence will expand our compliance obligations and impact our business or the business of our portfolio companies. In July 2023, the SEC proposed new predictive data analytics rules, which would require registered investment advisers (and broker-dealers) to eliminate or neutralize (rather than just disclosing and mitigating) certain conflicts of interest posed by covered technologies including artificial intelligence and machine-learning, with respect to their interactions with clients and investors in pooled investment vehicles. In June 2025, the SEC withdrew the proposed rule, but it could pursue future regulatory action through a new proposal, guidance or enforcement initiatives. In order to limit their potential liability under this or any similar future rule, our investment adviser entities could choose to change or discontinue some of their activities related to such technologies. We cannot predict what, if any, actions are likely to be taken, but such developments could have a materially adverse impact to KKR Credit, KKR Credit Funds, and Other Clients. KKR Credit’s ability to use data to gain insights into and manage KKR Funds and Other Clients could be limited in the future by regulatory scrutiny and legal developments. Our public statements, investor communications, marketing materials, and SEC filings relating to our AI capabilities and use are subject to regulatory scrutiny. If our AI-related disclosures are found to inadequately represent, overstate, or omit material information about our AI capabilities or practices, we could face SEC enforcement action, securities litigation, or other regulatory or reputational consequences. If we fail to maintain adequate internal governance structures, documented AI policies, or internal controls sufficient to manage AI-related risks across our operations, we are likely to be exposed to regulatory scrutiny, reputational harm, or liability arising from AI-related failures. Investors, regulators, and other stakeholders have increasingly focused on
AI governance as a core component of corporate risk management. For more information on risks relating to information security and developing global privacy and data laws see also “Cybersecurity Risks including Business Disruption and Information Security Risks” and “Information Security and Data Privacy Risks” above. Certain Social Media and AI Agent Risks The use of social networks such as Facebook, X (formerly known as Twitter) and Instagram, message boards such as Reddit and other internet channels has become widespread within the U.S. and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation without relying on traditional media intermediaries. The proliferation of AI-powered tools, including autonomous AI agents and generative AI systems, has significantly amplified these risks. AI agents, which are autonomous systems capable of making decisions and taking actions with limited or no human input and can be used to generate and disseminate synthetic content, including deepfakes, fabricated reviews, and coordinated inauthentic messaging, at a speed and scale that far exceeds human capability, often spreads rapidly across large segments of the U.S. and global population, frequently without any independent verification as to its accuracy, which has led to the spread of misinformation in many cases. The spread of information or misinformation regarding KKR Credit, KKR Credit Funds or Other Clients and their respective portfolio companies, whether human-generated or AI-generated, could result in material and adverse effects on any of the foregoing. Furthermore, certain administrators of or other service providers to social networks, message boards, app stores, websites and other internet outlets have taken actions to ban, block, verify or censor the content disseminated on their networks. Such actions, or similar actions taken by government regulators or courts, could negatively affect KKR Credit, KKR Credit Funds Other Clients and their respective portfolio companies (e.g., if a portfolio company were to face public backlash or regulatory penalties for taking such actions, or if a portfolio company were itself the subject of such a ban). In addition, KKR Credit, its portfolio companies, and their respective service providers could from time to time deploy AI agents or other autonomous AI systems in connection with investment analysis, portfolio monitoring, client communications, or operational functions. Such AI agents may take actions, generate outputs, or interact with third parties or other AI agents with limited human oversight, which could result in errors, unauthorized transactions, regulatory violations, data security incidents, or reputational harm. The autonomous nature of AI agents may also make it difficult to attribute responsibility for harmful outcomes, creating potential gaps in accountability and legal exposure. Multi-agent systems, in which multiple AI agents interact and coordinate autonomously, present additional risks of cascading failures, where an error by one agent may propagate through interconnected systems and result in amplified losses or operational disruptions. Regulators, including FINRA and the FCA, have identified the use of autonomous AI agents as presenting novel regulatory and supervisory considerations, and the regulatory framework governing AI agents remains uncertain and is expected to evolve. To the extent KKR Credit or its portfolio companies deploy AI agents, they may be subject to heightened regulatory scrutiny, increased compliance costs, and potential liability for the actions or omissions of such systems. The deployment of result in the increasing availability of and may introduce additional risks. Investments in Technology and Software Companies Investments in Technology Industries and Technological Disruption KKR Credit Funds and Other Clients make investments in companies involved in the technology industry or heavily dependent on new technologies. Technology and software focused companies confront various specific challenges, including rapidly changing market conditions and/or participants, new competing products, changing consumer preferences, short product life cycles, developments in services and/or improvements in existing products or services. Portfolio companies of KKR Credit Funds or Other Clients
in the technology sector will compete in this volatile environment. Increasingly, portfolio companies that are not primarily involved in the technology and software industry are subject to disruption through accelerating changes in technology and software used in more traditional industries. There is no assurance that products or services sold by such portfolio companies will not be rendered obsolete or adversely affected by competing products and services, or by companies providing or adopting disruptive technologies, or that the portfolio companies will not be adversely affected by other challenges. For example, the use of generative artificial intelligence tools could disrupt the business models of portfolio companies in which KKR Credit Funds and Other Clients invest. As technological innovation continues to advance rapidly, it could impact one or more of the KKR Credit Funds’ or Other Clients’ strategies in ways not foreseeable given the pace of innovation in recent years. Competitors of the KKR Credit Fund and its portfolio companies range in size from diversified global companies with significant research and development resources to small, specialized firms whose narrower product lines could increase their ability to deploy technical, marketing and/or financial resources. Barriers to entry in the software and technology industries are low and new products and services can be distributed and adopted broadly and quickly at relatively low cost. Competition in the technology sector or the adoption of highly efficient new technologies can result in significant downward pressure on pricing, which could have a material adverse impact on the KKR Credit Fund’s portfolio companies. Many of the areas in which the KKR Credit Fund and its portfolio companies are expected to operate evolve rapidly with changing and disruptive technologies, shifting user needs and frequent introductions of new products and services. KKR Credit could base investment decisions on views about the direction or degree of innovation that prove inaccurate and lead to losses. Consumer tastes and preferences can change very quickly, which could result in a company’s market share decreasing rapidly if consumer focus shifts to its competitors. Many of these companies could trade at very high multiples to current earnings with their stock prices reflecting significant future growth which might or might not occur. Uncertainty in current, pending and/or proposed domestic and foreign government regulations, policies and legislation could impact the development and marketability of internet- and technology and software-based companies. In the event that the technology and software sectors as a whole decline, or that portfolio companies are unable to utilize or to adopt technology successfully and competitively, returns to the Limited Partners from any of the KKR Credit Funds’ or Other Clients’ investment in any portfolio companies or other issuers, whether primarily involved in the technology and software industry or otherwise, could decrease. In particular, KKR Credit Funds and Other Clients may invest in technology companies that design, sell and use AI technology (collectively, “AI Companies”). AI Companies may have limited product lines, markets, financial resources or personnel and are subject to the risks of changes in technological progress and increased government scrutiny and regulation, and these factors may lead to rapid and unexpected declines in the value of AI Companies. These companies face intense competition and potentially rapid product obsolescence. Many AI Companies are also significantly reliant on retaining and growing the consumer base of their respective products and services. These companies are also heavily dependent on intellectual property rights, and challenges to or misappropriation of such rights. Any of these factors could have a material adverse effect on KKR Credit Funds and Other Clients results of investments from such companies. Valuations of technology companies are volatile, and in the event that the technology sector valuations decline, returns to investors from any portfolio companies involved in the technology industry will likely decrease. Moreover, the valuation of early-stage technology companies, including those pursuing regulatory approvals for commercialization, are often less predictable than later stage companies or companies in other sectors with more observable valuation inputs or readily available market pricing.
Third-Party Infringement Claims KKR Credit Funds or Other Clients or a portfolio company could, from time to time, receive notices from others claiming a KKR Credit Fund or Other Client or such portfolio company has infringed their intellectual property rights. The number of these claims could grow because of the rapid rate of change in the technology industry, increased user-generated content, the extensive patent coverage of existing technologies, and the rapid rate of issuance of new patents. Additionally, portfolio companies could use “open source” software in their products. Such open-source software is generally licensed by its authors or other third parties under open-source licenses. Licensing authors or third parties could allege that a portfolio company has not complied with the conditions of one or more of these licenses. To resolve these and other intellectual property infringement claims, a KKR Credit Fund or Other Client and/or portfolio companies could enter into royalty and licensing agreements on terms that are less favorable than currently available, stop selling or redesign affected products, or pay damages to satisfy indemnification commitments with customers. These outcomes could cause operating margins to decline. In addition to money damages, in some jurisdictions plaintiffs can seek injunctive relief that could limit or prevent importing, marketing and selling products that have infringing technologies. In some countries, an injunction can be issued before the parties have fully litigated the validity of the underlying patents. Dependence on Patents, Trademarks and Other Intellectual Property Technology companies depend heavily on intellectual property rights, including patents, trademarks, trade secret protection, non-disclosure agreements and service marks. The ability to effectively enforce patent, trademark and other intellectual property laws will affect the value of many of these companies. Patent disputes are frequent and can preclude commercialization of products, and patent litigation is costly and could subject a portfolio company to significant liabilities to third parties. The presence of patents or other proprietary rights belonging to other parties could lead to termination of the research or have a detrimental impact on significant customers or counterparties. The patent position of products in many countries is highly uncertain and involves complex legal, scientific and factual questions. Furthermore, if a portfolio company or one of its significant customers or counterparties develops of a particular product that infringes on third-party patents or other proprietary rights, it could be prevented from using certain third-party technologies or forced to acquire licenses in order to obtain access to such technologies. In such a case, the portfolio company might not be able to obtain all licenses required for the success of its business, which could have an adverse effect on its value. Moreover, if the patents and other proprietary rights of a company are infringed by third parties, then it could be difficult to take full advantage of existing demand for its products. There can be no assurance that KKR Credit Funds or Other Clients or a portfolio company will be able to protect these rights or will have the financial resources to do so, or that competitors will not develop technologies substantially equivalent or superior to a portfolio company’s technologies. While piracy adversely affects portfolio company revenue, the impact on revenue from outside the EU and the U.S. could be significant, particularly in countries where laws are less protective of intellectual property rights. The absence of harmonized patent laws makes it more difficult to ensure consistent respect for patent rights. Reductions in the legal protection for intellectual property rights could adversely affect portfolio companies. Software Code Protection Source code is often critical to portfolio companies in the technology sector. If an unauthorized disclosure of a significant portion of source code occurs, a portfolio company could potentially lose future trade secret protection for that source code. This could make it easier for third parties to compete with such portfolio company products by copying functionality, which could adversely affect revenue and operating margins. Unauthorized disclosure of source code could also increase security risks (i.e., viruses, worms, and other
malicious software programs that attack portfolio company products and services). Costs for remediating the unauthorized disclosure of source code and other cybersecurity incidents include, among other things, increased protection costs, reputational damage and loss of market share, liability for stolen assets or information and repairing system damage that can have been caused. Remediation costs could also include incentives offered to portfolio company customers or other business partners in an effort to maintain the business relationships after a cybersecurity incident. Health Care Industry Investments; Regulatory Risk and Political Uncertainty Health care policy and changes in health care policy and related laws and regulations could have a material and adverse impact on the health care companies in which a KKR Credit Fund or Other Client intends to invest, and the U.S. or non-U.S. government’s role in the health care industry could adversely impact a KKR Credit Fund’s or Other Client’s performance. The success of certain KKR Credit Funds’ and Other Clients’ investments is expected to be dependent upon obtaining certain governmental approvals. Obtaining governmental approval for new products from governmental agencies can be lengthy, expensive and uncertain. The research, development, preclinical and clinical trials, manufacturing, labeling, and marketing related to a biotechnology or medical technology company’s products are subject to an extensive regulatory approval process by the U.S. Food and Drug Administration and other regulatory agencies in the U.S. and abroad. There can be no assurance regarding the ability to meet anticipated clinical trial commencement and completion dates, regulatory submission and approval dates, or as to whether or when regulatory approval will be received, which will depend on the assessment by regulatory authorities of the benefit risk profile suggested by the totality of the efficacy and safety information submitted. Decisions by regulatory authorities regarding labeling, ingredients and other matters could adversely affect the availability or commercial potential of products. If an investment is unable to obtain approvals or other milestones in a timely fashion, the investment could experience significant adverse effects, which in turn, could adversely affect the performance of KKR Credit Funds or Other Clients. In some cases, products of health care companies are approved by regulatory authorities on a conditional basis with full approval conditioned upon fulfilling the requirements of regulators. Regulatory authorities are placing greater focus on monitoring products originally approved on a conditional basis and on whether the sponsors of such products have met the conditions of the conditional approval. If a portfolio company is unable to fulfill the conditions of its products’ conditional approval, it likely would not receive full approval for these products and could be required to change the products’ labeled indications or withdraw the products from the market, which could have an adverse effect on the value of the company. Moreover, even after approval, products can still be the subject of regulatory action if new facts concerning their safety and efficacy come to light. Health care regulation is subject to change and can have a considerable impact on the marketing of products and services by companies in which a KKR Credit Fund or Other Client intends to invest. Such regulatory changes could affect a portfolio company’s ability to obtain or maintain approval of its products, even forcing such companies to withdraw their products from the market. In some cases, new regulations can substantially change the marketing conditions for certain health care products, such as pharmaceuticals. Accordingly, investments made in reliance on an existing market structure could prove to be not cost effective or worthless, and existing market positions could be endangered. In addition, in both U.S. and non-U.S. markets, sales of health care products and their success will depend in part on the availability of reimbursement from third-party payers such as government health administration authorities, private health insurers and other organizations. The continuing efforts of governmental and third-party payers to contain or reduce the costs of health care affects the revenues and profitability of health care companies. Significant uncertainty exists as to the reimbursement status of newly approved health care products. There can be no assurance that a portfolio company’s proposed products
will be considered cost-effective or that adequate third-party reimbursement will be available to enable a company to maintain price levels sufficient to realize an appropriate return on its investment in product development. Moreover, if reimbursement rates are reduced, or if health care providers anticipate reimbursement being reduced, providers can narrow the circumstances in which they prescribe or administer a portfolio company’s products, which could reduce the use or sales of such products and thereby have a material adverse effect on the value of the company. Many health care companies are subject to rigorous regulation in their operations. Compliance with these regulations can be costly. Even when health care companies develop and institute comprehensive compliance programs, they are not able to guarantee that they, their employees, their consultants and their contractors will be in compliance with all potentially applicable regulations. If a health care company fails to comply with applicable regulations, the company could be subject to monetary and administrative penalties, increased compliance costs or a curtailment of its authority to conduct business, any of which could have a material adverse effect on the value of the company. Sustainability-Related Risk KKR Credit has adopted a responsible investment policy on the integration of sustainability risks in its investment decision-making process. The relevance, materiality and impact of sustainability-related risks on investments will depend on a number of factors such as asset location and/or sector. The likely impact on the returns of KKR Credit Funds or Other Clients from an actual or potential material decline in the value of an investment due to sustainability-related risks will vary and depend on several factors; including, but not limited to, the exposure to investments that are vulnerable to sustainability risks and the materiality of such risks, the type, extent, complexity and duration of the event or condition, prevailing market conditions and the existence of any mitigating factors. The negative impacts of sustainability risks on the returns of KKR Credit Funds or Other Clients may be mitigated by KKR Credit’s approach to integrating sustainability risks in its investment decision-making. However, there is no guarantee that these measures will mitigate or prevent sustainability risks from materializing in respect of KKR’s Credit Funds or Other Clients. There can also be no assurance that KKR Credit’s responsible investment policies and procedures will not change, potentially materially, or may not be applicable for a particular investment, because KKR Credit continuously reviews its approach to these issues. In evaluating a prospective investment, KKR Credit often depends upon information and data provided by the investment entity or obtained via third-party reporting or from advisors, which may be incomplete or inaccurate and could cause KKR Credit to incorrectly identify, prioritize, assess, or analyze the investment’s sustainability practices and/or related risks and opportunities. The subjective nature of non-financial sustainability criteria means a wide variety of outcomes are possible. The information or data may not adequately address material sustainability considerations. The analysis is also dependent on investments disclosing relevant information and data and the availability of this information or data can be limited. KKR Credit does not intend to independently verify certain of the sustainability information and data reported by investments of KKR Credit Funds or Other Clients, and may decide in its discretion not to utilize, report on, or consider certain information and data provided by such investments where it determines that such information is not reliable, accurate or material. Some investors, regulators and other stakeholders are focused on sustainability matters, such as climate change and environmental stewardship, human rights, support for local communities, corporate governance and transparency, or other environmental or social-related areas, while others (including a number of U.S. states) have enacted or proposed policies, legislation, issued related legal opinions and engaged in related litigation to restrict consideration of environmental and social factors in investment processes. This divergence of views and regulatory approaches across jurisdictions creates heightened compliance complexity and increased risk that KKR Credit could be perceived as, or accused of, making inaccurate or
misleading statements regarding sustainability matters. The occurrence of any of the foregoing could have a material and adverse impact on the investment activities of KKR Credit Funds and Other Clients, including KKR Credit’s reputation and capital deployment opportunities. There can be no assurance that KKR will be able to accomplish any sustainability-related goals or commitments it has announced or may announce in the future, as such statements reflect estimates, aspirations and expectations only at the time of announcement. New or amended sustainability rules, regulations, enforcement priorities, or interpretations of existing laws may result in enhanced disclosure or other compliance obligations and could adversely affect investment activities and KKR Credit’s ability to raise capital for KKR Credit Funds or Other Clients. KKR Credit expects evolving sustainability-related regulation and investor expectations to require KKR Funds and Other Clients to devote additional resources to sustainability matters in connection with investment activities and the management of portfolio companies of KKR Credit Funds and Other Clients, including in their reporting, review of prospective investments and management of existing investments, which may increase expenses of KKR Credit Funds and Other Clients. KKR Credit Funds or Other Clients could be adversely affected if KKR Credit or their portfolio companies fail to comply with applicable sustainability requirements. Any failure to effectively manage these requirements, or any material increase in compliance burdens, regulatory action, litigation, or reputational harm, could present numerous operational, reputational, financial, legal and other risks. Compliance with sustainability-related requirements often depends on collecting, measuring, and reporting information from portfolio companies of KKR Credit Funds and Other Clients and other third parties, which may be incomplete, inconsistent, or difficult to obtain. Sustainability-related reporting is subject to evolving standards and methodologies and may require the use of assumptions or estimates that could later be challenged. Collecting, measuring, and reporting sustainability information can be costly, difficult, and time-consuming and may present operational, legal, and reputational risks. KKR Credit AIFMs are subject to the Regulation (EU) 2019/2088 of the European Parliament and of the Council on sustainability-related disclosures in the financial services sector, as amended and supplemented with a delegated act (collectively, the “SFDR”). KKR Credit AIFMs are required to provide transparency on the integration of sustainability risks into the investment decision making process in accordance with SFDR. Certain KKR Credit AIFMs do not currently consider the adverse impacts of investment decisions on sustainability factors (the “Principle Adverse Impacts”) within the meaning of SFDR with respect to all investment strategies, as they are not, in their view, currently in a position to obtain and/or measure all the data required to report, or to do so systematically, consistently and at a reasonable cost. Compliance with the SFDR (and equivalent legislative or regulatory initiatives, which diverge from those in force in the EEA) and any successor or omnibus regulation thereof will create an additional compliance burden and cost for KKR Credit Funds and Other Clients, where applicable. The European Commission is reviewing SFDR and published a legislative proposal in November 2025 (the “Proposal”). There is a risk that any amended or revised version of SFDR or any successor regulation may result in changes to the disclosure of KKR Credit Funds or Other Clients, the SFDR Articles under which they may disclose, or their sustainability claims and/or investment strategy. Uncertainty of Renewable Energy Market KKR Credit Funds and Other Clients have in the past made and can in the future make investments in renewable energy assets and businesses. The market for renewable energy assets and businesses continues to rapidly evolve. Diverse factors, including the cost-effectiveness, performance and reliability of renewable energy technology, changes in weather and climate and availability of government subsidies and incentives, as well as the potential for unforeseeable disruptive technology and innovations, present potential challenges to investments in renewable assets. Renewable resources (e.g., wind, solar, hydro,
geothermal, etc.) are inherently variable. Variability arises from site specific factors, daily and seasonal trends, long-term impact of climatic factors, or other changes to the surrounding environment. Variations in renewable resource levels impact the amount of electricity generated, and therefore cash flow generated, by renewable energy investments. Renewable power generation sources currently benefit from various incentives in the form of feed-in-tariffs, rebates, tax credits, regulations that require an increased production of energy from renewable energy sources (“Renewable Portfolio Standard”) and other incentives. The reduction, elimination or expiration of government subsidies and economic incentives could adversely affect the cash flows and value of a particular portfolio investment, the flow of potential future investment opportunities and the value of any platform in the sector. In addition, the development and operation of renewable assets is at times subject to public opposition. For example, with respect to the development and operation of wind projects, public concerns and objections often center around the noise generated by wind turbines and the impact such turbines have on wildlife. While public opposition is usually of greatest concern during the development stage of renewable assets, continued opposition could have an impact on ongoing operations. Amendments; Written Agreements The applicable management agreement and other governing documents of KKR Credit Funds and Other Clients can be amended from time to time generally with the consent of the relevant KKR Credit GP or KKR Credit, as applicable, and a majority in interest of investors, subject to certain exceptions set forth in the applicable governing documents. The applicable governing documents set forth certain other procedures for their amendment, including provisions allowing a KKR Credit GP to amend the applicable governing document without the consent of investors in certain circumstances. In addition, lenders to KKR Credit Funds or Other Clients could, under the terms of financing arrangements put in place with them, have the right to review or approve certain amendments to the applicable governing documents prior to a KKR Credit GP adopting any such amendment. KKR Credit or a KKR Credit GP can enter into side letters or other similar agreements with certain investors with respect to KKR Credit Funds or Other Clients without the approval or vote of any other investor, which would have the effect of establishing rights under, altering or supplementing the terms of the applicable governing documents of the relevant KKR Credit Fund or Other Client with respect to such investors in a manner more favorable to such investors than those applicable to other investors. Any rights established, or any terms of the applicable governing documents of the relevant KKR Credit Fund or Other Client altered or supplemented in a side letter or other similar agreement with an investor will govern solely with respect to such investor notwithstanding any other provision of the applicable governing documents of the relevant KKR Credit Fund or Other Client. Such rights or terms in any such side letter or other similar agreement could include, without limitation: (i) excuse rights applicable to particular investments (which might increase the percentage interest of other investors in, and contribution obligations of other investors with respect to, such investments); (ii) reporting obligations of a KKR Credit GP; (iii) waiver of certain confidentiality obligations; (iv) consent of a KKR Credit GP to certain transfers by such investor; or other exercises by a KKR Credit GP of its discretionary authority under the applicable partnership agreement for the benefit of such investor; (v) withdrawal rights due to legal, regulatory or policy matters, including matters related to political contributions, gifts or others such policies; (vi) other rights or terms necessary in light of particular legal, tax, regulatory or public policy characteristics of an investor; or (vii) additional obligations, and restrictions on KKR Credit Funds or Other Clients with respect to the structuring of any investment (including with respect to alternative vehicles). KKR Credit and its affiliates from time to time enter into agreements or arrangements with investors, which agreements or arrangements are entered into with such investors other than in their respective capacities as investors of KKR Credit Funds or Other Clients. Such agreements or arrangements do not constitute side letters since they do not establish rights under or alter or supplement the terms of the applicable governing
documents of the relevant KKR Credit Fund or Other Client and therefore will not be disclosed or offered to other investors of KKR Credit Funds or Other Clients. Such agreements or arrangements could include, without limitation, strategic partnerships with investors and certain other multi-asset class investment programs, arrangements regarding investments with KKR Credit in one or more investment strategies, which can include co-investments alongside KKR Credit Funds or Other Clients and investment funds, vehicles and accounts, and similar arrangements established by KKR Credit and its affiliates with investors other than in their respective capacities as investors in KKR Credit Funds or Other Clients. Certain Additional Legal and Regulatory Risks KKR Credit Funds and certain Other Clients are not registered investment companies under the Investment Company Act, or otherwise registered under the securities laws, or with the securities regulatory authority or commission, of any other jurisdiction, and KKR Credit Funds and such Other Clients have no current intention of being so registered. Accordingly, the provisions of the Investment Company Act and of similar legislation in other jurisdictions regulating the relationship between an investment fund and its asset manager and otherwise protecting the interests of investors in an investment fund are generally not expected to be applicable to an investment in KKR Credit Funds or such Other Clients. U.S. Commodity Exchange Act To the extent a KKR Credit Fund or Other Client acquires instruments which may be treated as commodity interests, KKR Credit or the relevant KKR Credit GP may claim an exemption from registration as a commodity pool operator (“CPO”) with the U.S. Commodity Futures Trading Commission (the “CFTC”), including pursuant to certain no-action relief or pursuant to CFTC Rule 4.13(a)(3) with respect to the KKR Credit Fund or Other Client, on the basis that, among other things, (a) the pool’s trading in commodity interest positions (including both hedging and speculative positions, and positions in security futures) is limited so that either (i) no more than 5% of the liquidation value of the pool’s portfolio is used as initial margin, premiums and required minimum security deposits to establish such positions, or (ii) the aggregate net notional value of the pool’s trading in such positions does not exceed 100% of the pool’s liquidation value and (b) interests in the pool are exempt from registration under the 1933 Act and, unless the relevant KKR Credit GP determines otherwise in their sole discretion and subject to applicable regulatory requirements, are offered and sold without marketing to the public in the United States. Therefore, unlike a registered CPO, the relevant KKR Credit GP will not be required to provide prospective investors with a CFTC compliant disclosure document, nor will the relevant KKR Credit GP be required to provide Shareholders with periodic account statements or certified annual reports that satisfy the requirements of CFTC rules applicable to registered CPOs. As an alternative to the exemption from registration as a CPO, the relevant KKR Credit GP may register as a CPO with the CFTC and avail itself of certain disclosure, reporting and record-keeping relief under CFTC Rule 4.7 or another exemption. Registration with the CFTC as a “commodity pool operator” or any change in the KKR Credit Fund’s or Other Client’s operations necessary to maintain the relevant KKR Credit GP’s ability to rely upon the exemption from registration could adversely affect the KKR Credit Fund or Other Client’s ability to implement its investment program, conduct its operations and/or achieve its objectives and subject the KKR Credit Fund or Other Client to certain additional costs, expenses and administrative burdens. Furthermore, any determination by the relevant KKR Credit GP to cease or to limit investing in interests which may be treated as “commodity interests” in order to comply with the regulations of the CFTC may have a material adverse effect on the KKR Credit Fund’s or Other Client’s ability to implement its investment objectives and to hedge risks associated with their operations.
Regulatory Oversight The current regulatory landscape in the United States is evolving, with shifting enforcement priorities, policy changes and regulatory restructuring that may affect the financial services industry and the activities of KKR Credit, KKR Credit Funds, and Other Clients. Changes in regulations could create new risks, including increased market volatility, reduced investor protections, shifts in compliance obligations, and broader regulatory uncertainty. While regulatory changes may present opportunities, they can also lead to unforeseen economic or policy changes and market developments that could adversely impact the investment performance of KKR Credit, KKR Credit Funds, and Other Clients. Generally, the financial services industry, and the activities of private investment funds and their managers, in particular, have been and continue to be subject to intense regulatory oversight and enforcement actions. Such scrutiny increases the exposure of KKR Credit Funds or Other Clients, the KKR Credit GPs, KKR Credit and its affiliates to potential liabilities and to legal, compliance and other related costs. KKR Credit’s compliance with laws and regulations is subject to frequent examinations, inquiries and investigations by U.S. federal and state as well as non-U.S. governmental agencies and regulators and self-regulatory organizations in the various jurisdictions in which KKR Credit operates throughout the world. Regulatory oversight also imposes administrative burdens on the KKR Credit GPs and KKR Credit, including, without limitation, those arising from responding to investigations and implementing new policies and procedures. Such burdens could divert the KKR Credit GPs’ and KKR Credit’s time, attention, and resources from portfolio management activities. Any of these governmental and regulatory authorities could challenge KKR Credit and its employees’ compliance with any applicable laws and regulations and KKR Credit and its employees could become subject to civil or criminal proceedings brought by them for non-compliance. Many of these regulators are empowered to impose fines, penalties, restrictions on activities, suspensions of personnel or other sanctions, including censure, the issuance of cease-and-desist orders or the suspension or expulsion of applicable licenses, authorizations and memberships. Any resolution of claims brought by a governmental and regulatory authority could, in addition to the imposition of significant monetary penalties, require an admission of wrongdoing or include adverse limitations or prohibitions on the ability of KKR Credit and its affiliates to conduct business. Any of the foregoing consequences or events could impair KKR Credit’s ability to carry out investment activities for KKR Credit Funds or Other Clients. The suspension, revocation, or limitation of KKR Credit’s regulatory registrations or licenses may materially adversely affect KKR Credit’s business and potentially prohibit KKR Credit’s ability to conduct its business. Since the enactment of the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), there has been extensive rulemaking and regulatory changes that have affected private fund managers, the funds that they manage and the financial industry. Pursuant to the Dodd-Frank Act, the SEC has adopted rules that require additional reporting by registered investment advisers to private funds, which has added costs to the legal, operations and compliance obligations of KKR Credit and increased the amount of time that the management company spends on non-investment-related activities. The DoddFrank Act also affects a broad range of financial market intermediaries and other market participants with whom KKR Credit Funds or Other Clients interact or could interact. In prior years and recently, the SEC has also been active in promulgating proposed and final rules relating to its oversight of investment advisers. It remains to be seen what the ultimate impact of these rules and initiatives will be on KKR Credit, KKR Credit Funds, and Other Clients. KKR Credit operates registered investment advisers and broker-dealers in the United States and around the world, and the suspension, revocation or limitation of KKR Credit’s registrations as an investment adviser or as a broker-dealer would limit or could even prohibit KKR Credit from conducting its asset management and capital markets businesses in the jurisdictions in which KKR Credit currently operates. A U.S. investment adviser’s registration under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”) may be suspended, revoked, or otherwise limited as a result of, among other things, failure to meet eligibility requirements for registration with the SEC, violations of applicable federal securities laws or fiduciary duties, violations of criminal laws, materially inaccurate or incomplete regulatory filings, or as the result of disciplinary or enforcement actions by the SEC or other federal, state or non-U.S. regulators, including actions based on criminal convictions, guilty pleas, or injunctions involving the adviser or its associated persons. Similarly, a U.S. broker-dealer’s registration under the Securities Exchange Act of 1934 may be suspended, revoked, or otherwise limited as a result of, among other things, violations of federal securities laws or regulations, failure to comply with the rules and regulations of the SEC and FINRA, materially inaccurate or incomplete regulatory filings, failure to maintain required net capital or supervisory systems, insolvency, criminal convictions or injunctions involving the broker-dealer or its associated persons, or as the result of disciplinary or enforcement actions. KKR Credit also relies on similar registrations in order to conduct its asset management business outside of the United States, including as an AIFM authorized by the Central Bank of Ireland under AIFMD, as a firm regulated by the FCA in the United Kingdom, and as a financial instruments business operator under the Financial Instruments and Exchange Act of Japan, among others. KKR Credit regularly relies on exemptions, exclusions and other regulatory accommodations under U.S. and non-U.S. laws and regulations in conducting its asset management, capital markets and insurance businesses. The unavailability of these exemptions or exclusions for any reason, including changes in law, changes in regulatory interpretation, disqualifying events involving KKR Credit, its affiliates, or associated persons, or changes in KKR Credit’s business activities or organizational structure, may subject KKR or its investment vehicles to additional restrictive and costly regulatory compliance requirements, regulatory action or third-party claims, or otherwise materially and adversely affect the KKR Credit Funds or Other Clients. In particular, KKR Credit relies on exemptions from requirements pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act, the Commodity Exchange Act of 1936, and ERISA in conducting its business activities, as well as exemptions from various foreign regulatory requirements. These exemptions are often highly complex, subject to evolving interpretation, and may in certain circumstances depend on compliance by third parties or factual determinations that may be outside of KKR Credit’s control. If KKR Credit, its investment vehicles or any of the covered persons associated with its investment vehicles were to become subject to a disqualifying event, which includes a variety of criminal, regulatory and civil matters, one or more of KKR Credit’s investment vehicles could lose the ability to raise capital in a Rule 506 private offering, which could materially impair the ability of an existing KKR Fund or Other Client to raise capital, and could otherwise affect KKR Credit Funds and Other Clients materially. In prior years and recently, the SEC has also been active in promulgating proposed and final rules relating to its oversight of investment advisers. It remains to be seen what the ultimate impact of these rules and initiatives will be on KKR Credit, KKR Credit Funds, and Other Clients. In May 2023, the SEC adopted changes to Form PF, a confidential form relating to reporting by private funds, which expands existing reporting obligations by requiring large hedge fund advisers to make a filing within 72 hours of certain current reporting events and large private equity fund advisers to provide additional information regarding general partner clawbacks and fund strategy and borrowing in their annual Form PF filings. These changes took effect in December 2023 and June 2024. In addition, in February 2024, the SEC and the Commodity Futures Trading Commission (“CFTC”) jointly adopted amendments to Form PF that expand the information private fund advisers are required to report. The compliance date for these amendments, originally set for March 2025 and subsequently extended to June 2025, has been further extended, with compliance now required beginning October 1, 2026. The SEC has also adopted new and amended rules applicable to KKR Credit and/or its investment advisory and other entities that, among other things, shorten the deadlines for filing beneficial ownership reports with the SEC, require annual reporting of votes on say-on-pay proxy matters, and increase reporting of short positions in equity securities. For example, amendments to beneficial ownership reporting rules shortened deadlines for
Schedule 13D and 13G filings beginning in 2024, institutional investment managers are now required to report say-on-pay votes annually on Form N-PX, and Rule 13f-2 and Form SHO require certain managers to report short position and activity data, with initial Form SHO filings beginning in 2026. The foregoing SEC rules and amendments are expected to increase the costs of compliance, expose KKR Credit and its affiliates to regulatory scrutiny, censure, and penalties if they are unable to comply and could materially alter terms of agreements governing KKR Credit Funds and Other Clients, including in ways that are less commercially attractive to KKR Credit clients. The SEC’s amended rule for investment adviser marketing became effective in November 2022. The rule increases regulatory obligations and imposes more prescriptive requirements on investment advisers’ marketing activities, including prohibitions on advertisements that are misleading or contain material statements that an investment adviser cannot substantiate, as well as requirements for performance advertising and the use of placement agent arrangements and other endorsement-related practices. The rule impacts the marketing of certain of our funds and other investment advisory functions both within and outside of the United States. The SEC has settled multiple actions against investment advisers for violating the marketing rule, and compliance with the marketing rule may remain a significant focus in SEC exams. As an investment adviser, our relationships with Global Atlantic and other insurers and reinsurers are expected to be subject to additional scrutiny and potentially additional regulatory requirements, which may have a material impact on us, Global Atlantic’s businesses are heavily regulated across numerous jurisdictions, including with respect to capital requirements, and changes in regulation could have an impact on our asset management business, and, in turn, negatively impact certain KKR Credit Funds and Other Clients. The National Association of Insurance Commissioners (“NAIC”) continues to consider various initiatives to change and modernize its financial and solvency regulations. For instance, the NAIC is undertaking a review of regulatory considerations applicable to insurers and reinsurers owned by a private equity firm and has appointed the Macroprudential (E) Working Group (“MWG”) to coordinate this workstream. The MWG has adopted a list of “Regulatory Considerations Applicable (But Not Exclusive) to Private Equity (PE) Owned Insurers”, which list was subsequently adopted by the NAIC (the “NAIC List”), which consists of regulatory considerations that pertain to the ability of state insurance regulators to effectively monitor the solvency of an insurer owned by a private equity group and to assess risks faced by such insurer’s holding company system. The NAIC has referred several of the issues to certain NAIC working groups so that the regulatory considerations set forth in the NAIC List can be further evaluated. Although initially the NAIC’s actions were driven by growing concerns related to companies owned by alternative asset management firms, the NAIC and individual state insurance regulators have shifted toward an activitybased regulatory approach, signaling continued potential for additional regulation. The NAIC and state insurance regulators have adopted and continue to evaluate new regulations relating to affiliates and investment structures (including revisions to the capital charges for asset-backed securities, in particular CLOs), investment management agreements, governance standards, market conduct practices and use of third-party administrators. These actions signify increased scrutiny of insurance companies owned by private equity firms and the potential for additional regulation. The NAIC and state insurance regulators use the NAIC List to review additional information related to affiliates and investment structures (including revisions to the capital charges for asset-backed securities, in particular CLOs), investment management agreements, governance, market conduct practices and use of third-party administrators. For example, insurance regulators, including the NAIC, have increasingly focused on the terms and structure of investment management agreements, including whether they are at arm’s length, establish a control relationship with the insurance company, grant the asset manager excessive authority or oversight over the investment strategy of the insurance company or provide for management fees that are not fair and reasonable or termination provisions that make it difficult or costly for the insurer to terminate the agreement. Regulators have also increasingly focused on the risk profile of certain investments held by
insurance companies (including, without limitation, structured credit assets such as collateralized loan obligations), appropriateness of investment ratings and potential conflicts of interest (including affiliated investments), and potential misalignment of incentives and any potential risks from these and other aspects of an insurance company’s relationship with alternative asset managers that are likely to impact the insurance company’s risk profile. This enhanced scrutiny is likely to increase the risk of regulatory actions against us and could result in new or amended regulations that limit our ability, or make it more burdensome or costly, to enter into or amend existing investment management agreements or advisory arrangements with insurance companies and thereby grow our insurance strategy. In addition, the FSOC 2024 annual report emphasized its support for state insurance authorities and the NAIC to consider concentrations of risk and counterparty exposure to affiliated offshore entities to address the supervisory implications of the growing use of offshore reinsurance, including asset adequacy testing to assess asset-intensive reinsurance and reduce potential incentives for regulatory arbitrage and its support for such regulators to work toward greater disclosure of private market investments and offshore reinsurance in statutory financial reporting, and to consider whether enhancements in supervisory tools and processes related to ratings assessment of, and risk-based capital charges for, such assets should be required. In addition to FSOC’s recent focus on the private equity industry more generally, the International Monetary Fund has urged global insurance authorities, and FSOC, to focus specifically on the relationships between private equity and insurance companies and has encouraged regulatory authorities to consider additional oversight of participants in the market for private credit. There have been many new regulations, legislation, and initiatives promulgated in the European Union and the United Kingdom in prior years and recently announced, which are applicable to KKR and/or our investment vehicles. In June 2023, the UK’s Financial Services and Markets Act 2023 (the “FSMA 2023”) received royal assent and made significant changes to the regulation of the UK’s financial services sector regulatory framework. The FSMA 2023 contains measures to, among other things: (i) establish a framework for the revocation of EU financial services law that was retained in English law following Brexit; (ii) reform the legislative framework governing the UK’s capital markets; (iii) reform the financial promotion framework; and (iv) give the FCA and the Prudential Regulation Authority (“PRA”) a new secondary objective to advance long-term economic growth and international competitiveness of the UK. The exact impact of these changes is not yet fully known, but they could result in increasing and, ultimately, potentially significant divergence between the UK’s financial services regulatory framework and the EU financial services framework, which could increase regulatory compliance costs across our business and impact the ability of our regulated portfolio companies to scale across the UK and EU markets. (See also “Compliance with AIFMD” below). The U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the DOJ have recently announced several initiatives and policy shifts to increase antitrust enforcement in the United States, where many KKR Credit Funds and Other Clients and their portfolio companies conduct business. It remains to be seen to what extent these changes will be maintained and/or continued by the FTC and DOJ in the current U.S. administration. The pre-merger notification requirements under the Hart-Scott-Rodino Act (“HSR Act”) remain subject to uncertainty following the vacatur of expanded filing requirements by the United States District Court for the Eastern District of Texas in February 2025 and the Fifth Circuit’s subsequent denial of a stay pending appeal. The FTC’s merits appeal remains pending, and depending on the outcome, expanded filing requirements could be permanently vacated, reinstated in whole or in part, or remanded for further proceedings. Additionally, on March 25, 2026, the FTC and DOJ launched a joint public inquiry regarding the effectiveness of the updated HSR form. Any expansion of HSR filing requirements could increase compliance costs and delay the closing of transactions by KKR Credit Funds and Other Clients. Please see “Item 9 – Disciplinary Information” for further information with respect to ongoing litigation related to the
accuracy and completeness of certain filings made by KKR pursuant to the premerger notification requirements under the HSR Act for certain transactions in 2021 and 2022. Enhanced oversight and regulation have created uncertainty in the financial markets and, in particular, the private funds industry. Many of the regulators to which KKR Credit, KKR Credit Funds, Other Clients or their respective affiliates are subject to globally, including governmental agencies and self-regulatory organizations, are empowered to conduct investigations and administrative proceedings that can result in fines, suspensions of personnel or other sanctions, including censure, the issuance of cease-and-desist orders or the suspension or expulsion of applicable licenses or members. Even if an investigation or proceeding did not result in a sanction or the sanction imposed against KKR Credit, KKR Credit Funds, Other Clients or their respective affiliates were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm KKR Credit, KKR Credit Funds, Other Clients or their respective affiliates’ reputations which could adversely affect KKR Credit Funds’ or Other Clients’ investment performance by hindering their ability to obtain favorable financing or consummate a potentially profitable investment. There is also a material risk that regulatory agencies in the U.S., the EU, and elsewhere will continue to adopt burdensome new laws or regulations (including tax laws or regulations), or change existing laws or regulations, or enhance the interpretation or enforcement of existing laws and regulations. Any such events or changes could occur during KKR Credit Funds’ or Other Clients’ terms and can adversely affect their ability to operate and/or pursue their investment strategies. Such risks are often difficult or impossible to predict, avoid or mitigate in advance. In addition, as alternative asset managers become more influential participants in the U.S. and global financial markets and economy generally, the alternative investment industry has been subject to criticism by some politicians, regulators and market commentators. For example, various federal, state and local agencies have been examining the role of placement agents, finders and other similar private fund service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information. Moreover, as a result of highly publicized financial scandals, investors have exhibited concerns over the integrity of the U.S. financial markets. There has been an active debate both nationally and internationally over the appropriate extent of regulation and oversight of private investment funds and their managers. Any changes in the regulatory framework applicable to KKR Credit Funds and Other Clients can impose additional expenses, require the attention of senior management or result in limitations in the manner in which KKR Credit Funds’ and Other Clients’ business is conducted. In summary, regulations generally as well as those more specifically addressed to the alternative investment industry, including tax laws and regulation, whether in the U.S., Europe or elsewhere, could increase the cost of acquiring, holding or divesting investments, the profitability of enterprises and the cost of operating KKR Credit Funds or Other Clients. Additional regulation could also increase the risk of third-party litigation. The transactional nature of the business of KKR Credit Funds or Other Clients exposes KKR Credit Funds, Other Clients, KKR Credit GPs, KKR Credit and each of their respective affiliates (including the investment teams) generally to the risks of third-party litigation. It is anticipated that, in the normal course of business, KKR Credit GPs and KKR Credit will have contact with governmental authorities and/or could be subjected to responding to inquiries or examinations. KKR Credit Funds or Other Clients might also be subject to regulatory inquiries concerning their investments. Pay-to-Play A number of U.S. states and municipal pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including those seeking investments by public retirement funds, and that require investment advisers to adopt recordkeeping
and reporting programs that monitor the adviser’s and its employees’ activities. In addition, Rule 206(4)-5 under the Investment Advisers Act regulates “pay to play” practices by investment advisers involving campaign contributions and other payments to elected state and local officials or candidates for political office who are able to exert influence on government clients (each such person, a “Governmental Official”). Among other restrictions, the rule prohibits investment advisers from providing advisory services for compensation to a government client for two years, subject to very limited exceptions, after the investment adviser, its senior executives or its Covered Associates, as defined under Rule 206(4)-5 makes a disqualifying political contribution or other payment to a Governmental Official. In addition to the twoyear cooling off period, a disqualifying contribution presents potential enforcement risk, which are likely to subsequently result in a monetary fine or, more significantly, a disqualification from reliance on the Regulation D exemption, which would further impact KKR’s investment advisory business and its ability to raise capital for existing KKR Credit Funds. Advisers are required to implement compliance policies designed, among other matters, to track contributions by certain of the adviser’s employees and engagements of third parties that solicit government entities and to keep certain records in order to enable the SEC to determine compliance with the rule. There has also been similar rulemaking at the state-level regarding “pay to play” practices by investment advisers, including in California and New York. FINRA has released its own set of “pay to play” regulations that effectively prohibit the receipt of compensation from state or local government agencies for solicitation and distribution activities within two years of a prohibited contribution by a broker- dealer or one of its covered associates. Any failure on our part to comply with these rules could cause us to lose compensation for our advisory services or expose us to significant penalties including those mentioned above, as well as reputational damage. If KKR Credit, a KKR Credit GP or any of their employees or affiliates or any service provider acting on its behalf fails to comply with such laws, regulations or policies, such non-compliance could have a materially adverse effect on such persons and on KKR Credit Funds or Other Clients. Political Uncertainty As a result of the lingering effects of the recent global financial crisis and the limited global recovery, the rise of populist political parties and economic nationalist sentiments has led to increasing political uncertainty and unpredictability throughout the world. Among the attendant risks are greater regulatory uncertainty, for example regarding the posture of governments with respect to taxation and international trade and law enforcement. Compliance with AIFMD The Alternative Investment Fund Managers Directive (the “AIFMD”) provides for a comprehensive regulatory and supervisory framework for alternative investment fund managers (“AIFMs”) managing or marketing alternative investment funds (“AIFs”) in the EU. The AIFMD came into force in July 2011 and has been implemented in all EU member states. The AIFMD applies to (i) AIFMs established in the EU who manage EU or non-EU AIFs, (ii) non-EU AIFMs who manage EU AIFs and (iii) non-EU AIFMs which market their AIFs within the EU. AIFMD has also been extended generally to the non-EU countries forming part of the European Economic Area (the “EEA”), i.e., Liechtenstein, Iceland and Norway. AIFMD allows authorized AIFMs to market AIFs to professional investors throughout the EU under an “EU passport.” KKR Credit is affiliated with KKR AIM, an Irish AIFM that is subject to various requirements under AIFMD. The operating requirements imposed by AIFMD include, among other things, rules relating to the remuneration of certain personnel, minimum regulatory capital requirements, restrictions on the use of leverage and restrictions on distributions that could impact an AIF’s ability to recapitalize, refinance or potentially restructure an European Economic Area (“EEA”) portfolio company within the first two years of ownership (“asset stripping” rules), limiting KKR Credit’s use of investment and realization strategies
such as dividend recapitalizations and reorganizations; rules on an AIF’s exposure to securitizations, disclosure and reporting requirements to both investors and home state regulators; and independent valuation of an AIF’s assets. As a result, AIFMD could have an adverse effect on KKR Credit Funds and/or Other Clients by, among other things, increasing the regulatory burden and costs of doing business in the EU or EEA member states, imposing extensive disclosure obligations on the KKR Credit Fund’s or Other Client’s portfolio entities located in the EU or EEA member states, potentially requiring KKR Credit to change its compensation structures for key personnel, thereby affecting KKR Credit’s ability to recruit and retain these personnel, and disadvantaging KKR Credit Funds or Other Clients with respect to investments in portfolio companies located in the EU or EEA member states when compared to non-AIF/alternative investment fund manager competitors which are not subject to the requirements of AIFMD. AIFMD could also limit a KKR Credit GP’s operating flexibility and a KKR Credit Fund’s or Other Client’s investment opportunities, as well as expose a KKR Credit Fund, Other Client, KKR Credit GP and/or KKR Credit to conflicting regulatory requirements in the U.S. and the EU or EEA member states. Although KKR Credit is affiliated with an Irish AIFM authorized under the AIFMD, KKR Credit might not be able to benefit from the EU passport for all KKR Credit Funds and Other Clients under the AIFMD. In particular, the EEA Fund could, in such circumstances, be ineligible to participate in certain investments that are not compliant with such legal or regulatory considerations and could, in such circumstances, be excluded in part from such investments relating to the Domestic Fund, which could require the Domestic Fund to fund any such shortfall and be exposed to a greater extent to such investment (and, conversely, cause the EEA Fund to gain greater exposure to other investments). The interpretation and application of the AIFMD is subject to change as a result of, for example, the issuance of further national guidance by a member state, the issuance of binding guidelines by the European Securities and Market Authority (“ESMA”), further EU legislation amending the AIFMD or a change to the national private placement regime of any member state. For example, a subsidiary of a KKR Credit Fund or Other Client could itself be characterized as an AIF, thus requiring an alternative investment fund manager to be appointed in respect of that subsidiary, limiting the operational flexibility of that subsidiary and increasing the costs and regulatory burden of running that subsidiary. The Directive 2019/1160/EU (the “Cross-Border Distribution Directive”) that amends the AIFMD seeks to address barriers to the efficient cross-border marketing of investment funds across the EEA. It aims to create a consistent pre-marketing regime, so EEA alternative investment fund managers can approach investors prior to obtaining marketing authorization but also entails additional costs and regulatory burden as a premarketing notification has to be filed. Directive (EU) 2024/927 of the European Parliament and of the Council of 13 March 2024 amending the AIFMD (“AIFMD II”) was published in the Official Journal of the EU on 26 March 2024 and entered into force twenty days later on 15 April 2025. AIFMD II (for which the deadline for transposition by the Member States into national law is set at 16 April 2026 and will provide transitional relief for pre-existing funds) includes significant new or amended requirements in respect of, among other things, delegation, loan origination, liquidity risk management, data reporting to regulators, increased investor pre-contractual disclosure requirements, in particular regarding fees and charges, depositaries and public disclosure via the European Single Access Point. Each of the new or amended requirements under AIFMD II could have an impact upon the AIFM, the KKR Credit Funds or Other Clients, their investments and/or other costs or expenses which investors are required to bear. At this stage, the Advisor cannot quantify the impact of these changes or rule out that the new requirements could change further or that new changes could be introduced (e.g., as part of the delegated acts). It is yet to be seen how Member States will transpose the AIFMD II into national law and how they will interpret the new rules. In any case, these changes could further increase compliance burdens on KKR Credit and certain KKR Credit Funds and Other Clients and require them to make changes to their operations, including, among other things, in respect of their use of leverage, which could impact the returns of KKR Credit Funds and Other Clients.
AIFMD II Loan-Originating AIF Changes AIFMD II will introduce a number of changes to the AIFMD including a regime applicable to AIFs which engage in loan origination activity. The key changes applicable to loan-originating AIFs will include the following. Loan-originating AIFs will be subject to a concentration limit where the notional value of loans to a single borrower must not to exceed 20% of the capital of the AIF where the borrower is a financial undertaking, another AIF or an undertaking for collective investment in transferable securities pursuant to Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (“UCITS”). The Advisor must ensure that the leverage of an AIF does not exceed 175% if the AIF is open-ended and 300% if it is closed-ended. Loan-originating AIFs are not permitted to grant loans to (i) the Advisor or the staff of that Advisor, (ii) the AIF’s depositary and entities to which the depositary has delegated functions, (iii) the entity to which its Advisor has delegated functions, or (iv) an entity within the same group as the Advisor, except where that entity is a financial undertaking that exclusively finances borrowers that are not borrowers described in (i) to (iv). Subject to certain exceptional circumstances, a loan-originating AIF must retain 5% of the notional value of each loan it has originated and subsequently transfers to third parties (a) until maturity for those loans whose maturity is up to eight years, or for loans granted to consumers regardless of their maturity, and (b) for a period of at least eight years for other loans. A loan-originating AIF must be closed-ended unless the Advisor managing it can demonstrate to its national competent authority that the AIF’s liquidity risk management system is compatible with its investment strategy and redemption policy. Certain transitional provisions apply in respect of the AIFMD II loan origination requirements but, considering that the Funds were constituted after April 15, 2024, the Funds will not be able to avail of these. The AIFMD II loan origination requirements will apply from the date AIFMD II is implemented into national law which must not be later than April 16, 2026. It is currently not clear what impact the AIFMD II loan origination requirements will have on the Funds when the Funds are required to comply with the requirements including in respect of existing loans in the portfolio at the implementation date. Laws of Other Jurisdictions Where KKR Credit Funds are Marketed Interests in KKR Credit Funds are marketed in various jurisdictions. In order to market interests in a KKR Credit Fund in certain jurisdictions (or to investors who are citizens of or resident in such jurisdictions), a KKR Credit Fund, the relevant KKR Credit GP, KKR Credit and its affiliates will be required to comply with applicable laws and regulations relating to such activities. Compliance involves, among other things, making notifications to or filings with local regulatory authorities, registering a KKR Credit Fund, a KKR Credit GP, KKR Credit and its affiliates or the interests with local regulatory authorities or complying with operating or investment restrictions and requirements, including with respect to prudential regulation. Compliance with such laws and regulations could limit the ability of KKR Credit Funds to participate in investment opportunities and impose onerous or conflicting requirements on a KKR Credit Fund, a KKR Credit GP, KKR Credit and its affiliates. The costs, fees and expenses incurred in order to comply with such laws and regulations, including, without limitation, related legal fees and filing or registration fees and expenses, will be borne by the KKR Credit Fund and could be substantial. In addition, if a KKR Credit Fund, a KKR Credit GP, KKR Credit and its affiliates were to fail to comply with such laws and regulations, any or all of them could be subject to fines or other penalties, the cost of which typically would be borne by the relevant KKR Credit Fund. Tax Risks An investment in KKR Credit Funds or Other Clients involves complex U.S. federal income tax, U.S. state, local, and non-U.S. tax considerations that will differ for each investor depending on such investor’s
particular circumstances. There can be no assurance that the structure of KKR Credit Funds or Other Clients or of any investment will be tax-efficient for any particular investor. In selecting, structuring, acquiring and disposing of investments, KKR Credit GPs generally will consider the investment objectives (including tax structuring considerations) of a KKR Credit Fund or Other Client, as a whole, not the investment, tax or other objectives of any investor individually. There could be changes in tax laws or interpretations of such laws adverse to KKR Credit Funds, Other Clients or their investors. Prospective investors are urged to consult their own tax advisors with reference to their specific tax situation. U.S. Tax Reform There could be significant changes in U.S. tax law and regulations. The passage of new legislation, as well as changes or modifications in existing judicial decisions could substantially modify the tax treatment described in this disclosure document, possibly on a retroactive basis. While the likelihood and nature of any such legislation or regulations is uncertain, any such changes could materially increase the amount of taxes KKR Credit Funds, Other Clients or their portfolio companies are required to pay. For example, on July 4, 2025, the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was enacted, which included amendments and extensions to certain provisions of the 2017 Tax Cuts and Jobs Act. The impact of the OBBBA and other potential changes are uncertain and could materially increase the amount of taxes KKR Credit Funds, Other Clients and their portfolio companies are required to pay and tax-related regulatory and compliance costs. The impact of any further U.S. tax reform on KKR Credit Funds and Other Clients and their investments and investors is uncertain but could be significant. KKR Credit Funds and Other Client investments cannot predict whether the U.S. Congress or any other legislative body will enact new tax legislation or whether any tax authority will issue new regulations or other guidance, nor can they predict what effect such legislation or regulations might have. There can be no assurance that new legislation or regulations, including changes to existing laws and regulations, will not have an adverse effect on the KKR Credit Fund’s and Other Clients’ investment performance. Investors should consult their own tax advisors regarding these developments and potential future changes in tax laws. In addition, certain non-U.S. sovereign investors may rely on the exemption from U.S. federal income tax provided under Section 892 of the Internal Revenue Code for income derived from investments in the United States. The availability of this exemption depends on, among other things, the investor’s status as a foreign government or its controlled entity and the nature of the income and activities giving rise to such income. If a Classification: Limited KKR Credit Fund or Other Client were deemed to be engaged in “commercial activity” within the meaning of Section 892, or if an investment were otherwise determined not to qualify for the exemption, non-U.S. sovereign investors could become subject to U.S. federal income tax on income that they expected to be exempt, which could materially and adversely affect their returns and willingness to invest in KKR Credit Funds or Other Clients. Taxation in Other Jurisdictions In addition to U.S. federal income tax consequences, investors should consider potential U.S. state, local and non-U.S. tax consequences of an investment in KKR Credit Funds or Other Clients in the jurisdiction in which they are a resident for tax purposes. An investor could also be subject to tax return filing obligations and income, franchise or other taxes, including withholding taxes, in jurisdictions in which KKR Credit Funds or Other Clients operate. If a KKR Credit Fund or Other Client makes investments in jurisdictions outside the U.S., a KKR Credit Fund or Other Client or the investors could be subject to income or other tax in such jurisdictions. Additionally, withholding tax or branch tax could be imposed on earnings of a KKR Credit Fund or Other Client from investments in such jurisdictions. Local tax incurred in nonU.S. jurisdictions by KKR Credit Funds, Other Clients or vehicles through which they invest also might
not be creditable to or deductible by an investor under the tax laws of the jurisdiction where such investor resides. Investors that wish to claim the benefit of an applicable tax treaty could be required to submit information to tax authorities in such jurisdictions. Further, changes to (or changes in the interpretation of) such tax treaties or tax treaties between the countries in which a KKR Credit Fund or Other Client is organized, operates, or makes investments could result in additional taxation to a KKR Credit Fund or Other Client or investors. Certain countries have sought to tax (or have taxed) the investment gains derived by non-resident investors, including private funds, from the disposition of the equity in companies operating in those countries. In some cases, this is the result of new legislation or changes in the interpretation of existing legislation, and in other cases tax authorities have challenged investment structures that benefit from tax treaties between countries. BEFIT The Business in Europe Framework for Income Taxation (“BEFIT”) is a European Commission proposal for a directive published on September 12, 2023, intended to produce a comprehensive solution for business taxation in the EU. BEFIT aims to introduce a common set of rules for certain targeted EU companies to calculate their taxable base while ensuring a more effective allocation of profits between EU countries. BEFIT has the potential to alter taxing rights with the EU, there is no certainty that this director will enter into force as EU Member States instead suggested the possibility of giving priority to discussions only on certain specific parts of the proposal. The proposal could lead to an increase in the complexity, burdens and cost of tax compliance to KKR Credit Funds, Other Clients and their portfolio companies. Given ongoing design, implementation and administration, the timing, scope and impact remain subject to significant uncertainty. KKR Credit Funds and Other Clients Might Be Liable for Adjustments to Tax Returns as a Result of Recently Enacted Legislation Legislation was recently enacted that significantly changes the rules for U.S. federal income tax audits of partnerships. Such audits will continue to be conducted at the partnership level, but with respect to tax returns for taxable years beginning after December 31, 2017, and, unless a partnership qualifies for and affirmatively elects an alternative procedure, any adjustments to the amount of tax due (including interest and penalties) will be payable by the partnership. Under the elective alternative procedure, a partnership would issue information returns to persons who were partners in the audited year, who would then be required to take the adjustments into account in calculating their own tax liability, and the partnership would not be liable for the adjustments. There can be no assurance that KKR Credit Funds or Other Clients will be eligible to make such an election or that it will, in fact, make such an election for any given adjustment. If a KKR Credit Fund or Other Client does not or is not able to make such an election, then (1) the then current investors of the KKR Credit Fund or Other Client, in the aggregate, could indirectly bear income tax liabilities in excess of the aggregate amount of taxes that would have been due had the KKR Credit Fund or Other Client elected the alternative procedure, and (2) a given investor might indirectly bear taxes attributable to income allocable to other investors or former investors, including taxes (as well as interest and penalties) with respect to periods prior to such investor’s ownership of interests of the KKR Credit Fund or Other Client. Amounts available for distribution to the investors of a KKR Credit Fund or Other Client could be reduced as result of the KKR Credit Fund’s or Other Client’s obligations to pay any taxes associated with an adjustment. The legal and accounting costs incurred in connection with any audit of the KKR Credit Fund’s or Other Client’s tax return will be borne by the relative fund or investment. The cost of an audit of any investor’s tax return will be borne solely by that investor. Many aspects, including the overall effect of this new legislation on KKR Credit Funds and Other Clients are uncertain, and investors should consult their own tax advisors regarding all aspects of this legislation as it affects their particular circumstances.
Potential Changes in Tax Legislation Affecting KKR Credit and its Affiliates KKR Credit’s ability to achieve the investment objectives of KKR Credit Funds and Other Clients depends to a substantial degree on KKR Credit’s ability to retain and motivate its investment executives and other key personnel, and to recruit talented new personnel. KKR Credit’s ability to recruit, retain and motivate its professionals is dependent on its ability to offer highly attractive incentive compensation. Recently proposed tax reform legislation would require a KKR Credit GP to hold an investment for three years in order for the carried interest related to such investment to be treated as capital gains for tax purposes. Further, in previous years, legislation has been repeatedly introduced to treat all or part of the capital gain and dividend income that is recognized by an investment partnership and allocable to a partner affiliated with the sponsor of the partnership (i.e., carried interest) as ordinary income to such partner for U.S. federal income tax purposes. If any such legislation or regulation were to be enacted and apply with respect to KKR Credit or its affiliates, KKR Credit’s investment executives would incur a material increase in their tax liability with respect to their entitlement to carried interest. This might make it harder for KKR Credit to retain and motivate these professionals, which could have an adverse effect on KKR Credit’s ability to achieve the investment objectives of KKR Credit Funds and Other Clients. Certain Tax Positions KKR Credit Funds or Other Clients Have Taken Could Be Successfully Challenged; Audit Related Matters KKR Credit Funds or Other Clients can take positions with respect to certain tax issues which depend on legal conclusions not yet resolved by the applicable tax authorities or the courts. Should any such positions be successfully challenged by an applicable taxing authority, there could be a material adverse effect on KKR Credit Funds or Other Clients or investors in KKR Credit Funds or Other Clients. An audit of a tax return of KKR Credit Funds or Other Clients for any given year might result in an adjustment to the tax liability of KKR Credit Funds or Other Clients for the year in question. Such an audit might result in the audit of the tax return of an investor and could result in the adjustment of items not related to KKR Credit Funds or Other Clients as well as items related to KKR Credit Funds or Other Clients. The cost of an audit, if any, at the fund level will be borne by KKR Credit Funds or Other Clients. However, the cost of any resulting audits of an investor will be borne solely by the affected investor. Phantom Income; and other Tax Information There can be no assurance that the KKR Credit Funds or Other Client investments will have sufficient cash flow to make distributions to investors in amounts necessary to enable investors to pay all tax liabilities resulting from their investment in the KKR Credit Fund or Other Client investment. As a result, an investor could have to satisfy a tax liability with respect to its investment in the KKR Credit Fund or Other Client investment from cash available to the investor from other sources. It is possible investors may not receive tax information prior to the time when their tax reporting obligations become due and could be forced to file for an extension or file based on estimates. FATCA Under the Foreign Account Tax Compliance Act (“FATCA”) provisions of the U.S. Hiring Incentives to Restore Employment Act of 2010, payments of most types of income from sources within the United States (as determined under applicable U.S. federal income tax principles), such as interest and dividends from sources within the United States (collectively, “Withholdable Payments”), in each case, a foreign financial institution or other foreign entity generally are subject to a 30% U.S. federal withholding tax, unless certain reporting and other applicable requirements are satisfied. Additionally, the 30% withholding tax applies to certain “foreign pass thru payments” made beginning on the date that is two years after the date that relevant regulations are published in the Federal Register.
Non-U.S. KKR Credit funds and certain non-U.S. entities in which KKR Credit Funds and Other Clients invest (each, including the relevant KKR Credit Funds and Other Clients, an “Offshore Entity”) are generally each be treated as a “foreign financial institution” for this purpose. As a foreign financial institution, in order to avoid this 30% withholding tax, it is expected that each Offshore Entity generally needs to be a party to an agreement (a “Withholding Agreement”) with the U.S. Internal Revenue Service (the “IRS”) requiring such Offshore Entity to provide certain information on its account holders to the IRS and to meet other requirements, or alternatively, each Offshore Entity could be able to avoid this 30% withholding tax deduction if it complies with the terms of an applicable intergovernmental agreement, if any, between the U.S. government and the government of the country in which the Offshore Entity is a resident. To avoid being subject to this U.S. federal withholding tax, non-U.S. KKR Credit Funds and relevant Other Clients require their investors to provide information regarding themselves and controlling persons (as applicable). If such KKR Credit Funds or Other Clients were unable to satisfy their reporting obligations (including, if they cannot collect the requisite information from some or all of their investors), payments received by such KKR Credit Funds or Other Clients could be subject to this withholding tax. Each Offshore Entity is required to disclose to foreign fiscal authorities certain information in relation to its investors and certain information relating to the investors’ investment. Such foreign fiscal authorities are required to automatically exchange information as outlined above with the IRS and other foreign fiscal authorities. EU Risk Retention Rules Risk retention and due diligence requirements (the “EU Risk Retention Rules”) apply under EU legislation in respect of various types of investors, including credit institutions, investment firms, authorized alternative investment fund managers and insurance and reinsurance undertakings (together, “Affected Investors”). Amongst other things, such requirements restrict an investor who is subject to the EU Risk Retention Rules from investing in securitizations issued on or after January 1, 2011 (or securitizations issued before that date to which new underlying exposures are added or substituted after December 31, 2014), unless: (i) the originator, sponsor or original lender in respect of the relevant securitization (the “Risk Retention Holder”) has explicitly disclosed that it will retain, on an ongoing basis, a net economic interest of not less than 5% in respect of certain specified credit risk tranches or securitized exposures; and (ii) the investor is able to demonstrate that it has undertaken certain due diligence in respect of various matters including but not limited to (a) its note position, (b) the underlying assets, and (c) (in the case of certain types of investors) the relevant sponsor or originator. Risk Retention Holders must hold the retained net economic interest throughout the life of the securitization, and cannot enter into any arrangement designed to mitigate the credit risk in relation thereto. Failure to comply with one or more of these requirements could result in various penalties including, in the case of those investors subject to regulatory capital requirements, the imposition of a punitive capital charge. Investments by KKR Credit Funds and Other Clients which involve the tranching of credit risk associated with an exposure or pool of exposures are likely to be treated as “securitizations” under the EU Risk Retention Rules. If such investments involve affected investors, the sponsor or originator of the transaction (which could be the KKR Credit, KKR Credit Funds and Other Clients or a subsidiary) could be required to act as the Risk Retention Holder. This could increase the costs of such investments for the KKR Credit Funds and Other Clients and, where it acts as the Risk Retention Holder, reduce the Funds’ liquidity and prevent KKR Credit Funds and Other Clients from entering into any credit risk mitigation in respect of such investments.
The EU Risk Retention Rules have been replaced by those contained in Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017(the “Securitization Regulation”). The Securitization Regulation applies from January 1, 2019 (subject to certain transitional provisions regarding securitizations the securities of which were issued before January 1, 2019). Investors should be aware that there are material differences between the EU Risk Retention Rules and the Securitization Regulation. For example, the Securitization Regulation imposes a direct retention obligation on sponsors and originators of securitizations. Failure by the sponsor or originator to comply with this retention obligation could result in criminal sanctions and fines of up to 10% of total annual turnover (calculated on a consolidated basis). Moreover, the Securitization Regulation expands on the types of Affected Investor to which the due diligence requirements apply. The Securitization Regulation does not explicitly provide for sanctions for failure by an Affected Investor to comply with the due diligence requirements, although sanctions or other adverse implications could apply under the relevant sectoral EU legislation governing the affected investor (such as the AIFMD). Prospective investors should be aware that the range of investment strategies and investments that the Funds are able to pursue could be limited by the Securitization Regulation, and that there could be other adverse consequences for shareholders and their capital investments in KKR Credit Funds as a result of changes to the EU risk retention and due diligence requirements that have been introduced through the Securitization Regulation.
Item 9. Disciplinary information
Except as described below, neither KKR Credit, including its affiliates, nor any of its executive officers, members of its investment committees or portfolio management committees or other “management persons” as defined in Form ADV have been subject to legal or disciplinary events responsive to this Item. On January 14, 2025, a subsidiary of KKR & Co. Inc. filed a complaint (the “KKR Complaint”) in the U.S.
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District Court for the District of Columbia against Doha Mekki in her official capacity as Acting Assistant Attorney General of the United States for the Antitrust Division, the United States Department of Justice (“Antitrust Division”), the Federal Trade Commission (“FTC”), and the United States of America (collectively, the “Defendants”) pertaining to certain investigations conducted by the Antitrust Division with respect to the accuracy and completeness of certain filings made by KKR and its affiliates pursuant to the premerger notification requirements under the Hart-Scott-Rodino Act of 1976 (“HSR Act”) for certain transactions in 2021 and 2022. The KKR Complaint requests various forms of relief, including declaratory judgments that: (i) KKR and its affiliates did not violate the HSR Act; (ii) the Antitrust Division’s and FTC’s interpretations of the HSR Act are unconstitutionally vague; and (iii) the Antitrust Division seeks an excessive fine in violation of the U.S. Constitution. On January 14, 2025, the Antitrust Division filed a civil antitrust complaint (the “DOJ Complaint”) in the U.S. District Court for the Southern District of New York against KKR and certain affiliates, including various KKR-sponsored investment entities (the “KKR Defendants”) alleging violations of the HSR Act. The DOJ Complaint requests various relief for the alleged violations of the HSR Act by the KKR Defendants, including civil penalties in an amount to be determined and various equitable relief, including potential disgorgement and injunctive relief against future violations of the HSR Act. On January 16, 2025, KKR Defendants voluntarily dismissed the KKR Complaint from the U.S. District Court for the District of Columbia. That same day, the KKR Defendants refiled the KKR Complaint in the Southern District of New York. The KKR Defendants filed a motion to dismiss the DOJ Complaint on April 17, 2025. The DOJ filed its motion to dismiss the KKR Complaint on April 23, 2025, and the parties agreed to dismiss one count of the KKR Complaint and to stay the rest of the DOJ’s motion to dismiss pending resolution of KKR Defendants’ motion to dismiss the DOJ Complaint. On August 26, 2026, KKR Defendants entered into a Stipulation and Order (the “Stipulation”) with the
Antitrust Division to resolve the DOJ Complaint. Pursuant to the Stipulation, and contingent upon a proposed final judgment becoming effective, the Antitrust Division would release all KKR Defendants from claims made in the DOJ Complaint, and a subsidiary of KKR & Co. Inc. would pay $250.0 million to the Antitrust Division. Additionally, the Antitrust Division notified KKR & Co. Inc. that it had terminated all of its related investigations against KKR & Co. Inc. and its affiliates. The Stipulation and a proposed final judgment were filed with the U.S. District Court for the Southern District of New York. The proposed final judgment is subject to judicial approval under the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16, for the limited purpose of determining whether the proposed final judgment is in the public interest. In addition, KKR is currently, and may from time to time become, subject to other investigations by the Antitrust Division of the DOJ and other U.S. or non-U.S. governmental authorities related to antitrust matters, including the European Commission’s investigation relating to the acquisition of certain infrastructure assets of Telecom Italia S.p.A. and FiberCop S.p.A. KKR is currently cooperating in connection with these other investigations. On January 13, 2025, KKR and its affiliates entered into a settlement with the SEC to resolve the SEC’s investigation related to the preservation of text messages and similar communications on electronic messaging applications under the Advisers Act. Under the terms of the settlement, among other things, KKR and its affiliates paid a civil penalty of $11.0 million, made certain admissions about recordkeeping violations under the Advisers Act, and agreed to conduct a self-assessment of KKR’s compliance with its policies and procedures to preserve electronic communications. In the ordinary course of business, KKR Credit and its affiliates are party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. Further information can be found in KKR & Co.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, and its other periodic filings with the SEC, which are available at www.sec.gov. Item 10.
Other Financial Industry Activities and Affiliations
Affiliated Broker-Dealers KKR Credit is an affiliate of Global Atlantic Distributors LLC, KKR Capital Markets, LLC and KKR Capital Markets II, LLC (formerly MCS Capital Markets, LLC), each of which is registered as a brokerdealer in the U.S. with the SEC and FINRA. KKR Credit is also affiliated with KKR Capital Markets Partners LLP located in London, which is authorized and regulated by the FCA to conduct broker-dealer activities in the UK; KKR Capital Markets (Ireland) Limited located in Dublin, which is authorized and regulated by the CBI to conduct broker-dealer activities in Ireland; KKR Capital Markets Japan Limited, which is a certified Type I and Type II Financial Instruments Business Operator (broker-dealer) licensed by the Japanese Financial Services Agency; KKR Capital Markets Asia Limited, a Hong Kong licensed asset manager and broker-dealer licensed by the Securities and Futures Commission in Hong Kong to carry on dealing in securities, advising on securities and asset management regulated activities, and KKR Capital Markets Asia II Limited, a Hong Kong licensed broker-dealer licensed by the Securities and Futures Commission in Hong Kong to carry on dealing in securities and advising on securities activities. In addition, KKR Credit is also affiliated with KKR Australia Pty Limited and KKR Australia Investment Management Pty Limited, KKR MENA Limited, KKR Saudi Limited, KKR Singapore Pte. Ltd. and KKR Credit Singapore, KKR Switzerland GmbH, and KKR Holdings Mauritius, Ltd., which hold financial services licenses from the Australian Securities and Investment Commission, the Dubai Financial Services Authority, the Capital Market Authority in Saudi Arabia, the Monetary Authority of Singapore, FCA, and the Financial Services Commission, Mauritius, respectively, permitting them among other things to conduct capital raising and other broker-dealer activities (collectively, the “Affiliated Brokers”).
Affiliated Brokers (including their respective related lending vehicles) manage or otherwise participate in underwriting syndicates and/or selling groups with respect to the existing or potential securities, debt instruments or other financial products portfolio companies and other non-controlled entities in or through which KKR Credit Funds or Other Clients invest, including for or in connection with the acquisition of such portfolio companies, in respect of securities or other instruments of such portfolio companies in which KKR Credit Funds or Other Clients have not invested and with respect to securities and other instruments held directly or indirectly by certain co-investment vehicles. From time to time, affiliated brokers are otherwise involved in the public or private placement of such securities and other instruments, and/or the provision of capital markets advisory services to portfolio companies and other non-controlled entities in or through which KKR Credit Funds or Other Clients invest, including in connection with mergers and acquisitions, recapitalizations, refinancings and restructurings, and will alone, or with other counterparties, which might include other KKR Credit investment vehicles, third party banks or other unaffiliated finance providers, provide acquisition financing, lines of credit, bridge financing, hedging and other corporate lending services to such entities in addition to financing provided through a KKR Credit Fund’s or Other Client’s investment. Affiliated Brokers also provide loans and lines of credit or bridge financing to portfolio companies of KKR Credit Funds and Other Clients through the Affiliated Brokers’ respective related lending vehicles. Affiliated Brokers alone or with other lenders (including other KKR entities), arrange lines of credit for (i) portfolio companies and other controlled or non-controlled entities in or through which KKR Credit Funds or Other Clients invest; (ii) KKR Credit Funds; (iii) Other Clients; and (iv) other third parties. Affiliated Brokers (through their respective lending related vehicles) also provide loans and lines of credit or bridge financing to such entities, or participate actively in the financing of a KKR Credit Fund’s or Other Client’s portfolio investments, including, for example, by arranging financing. Affiliated Brokers also provide syndication services to such entities including in respect of co-investments in transactions participated in by KKR Credit Funds or Other Clients. Affiliated Brokers will generally receive fees, including underwriting, arranger, placement, syndication fees, transaction, commissions, underwriting discounts, interest payments and other compensation, which are payable in cash or securities and/or loans, in respect of the activities described above. KKR Credit Funds and Other Clients will directly bear, or indirectly bear through portfolio companies, holding vehicles and other entities in or through which they invest (including where such costs are shared between such entities and KKR Credit Funds or Other Clients), the foregoing fees paid to Affiliated Brokers, as well as the expenses, charges and costs of any benchmarking, verification or other analysis related thereto. Affiliated Brokers from time to time waive such fees. Affiliated Brokers and other KKR Credit affiliated entities will, as a consequence of such activities, hold positions in instruments or securities and/or loans issued by portfolio companies, including, for example, where a KKR proprietary entity commits to a fund the shortfall amount, if any, resulting from the incomplete syndication by an Affiliated Broker of a portfolio co-investment opportunity. Under such circumstances, a KKR proprietary entity will commit to provide capital support for the syndication on a short-term basis (i.e. to provide certainty to KKR Credit Funds and Other Clients that there will be sufficient capital to complete the proposed transaction) or fund a different instrument or security in the portfolio company than that held by KKR Credit Funds and Other Clients to facilitate the syndication, which KKR proprietary entities may in either scenario sell down prior to KKR Credit Funds or Other Clients disposing of their respective investments in the portfolio company. An Affiliated Broker also has acted and could act in the future as placement agent or underwriter of securities and/or loans of a third party that a KKR Credit Fund or Other Client purchases (for example, a co-investment vehicle). Where an Affiliated Broker acts as the placement agent for a KKR Credit Fund in certain jurisdictions and such Affiliated Broker does not receive compensation for such service; however, if compensation is received, such compensation would be made on a fully disclosed basis. As described in
Item 10. Other financial industry activities and affiliations
RICs managed by affiliates of KKR Credit, and is compensated by an Affiliated Broker for such services.
The Affiliated Brokers do not otherwise execute transactions on behalf of KKR Credit Funds or Other Clients. While fees, commissions, upfront placement fees, interest payments and other compensation paid to the Affiliated Brokers, are generally believed by KKR Credit to be reasonable and charged at rates that are market rates for the relevant activities, such compensation is generally determined through negotiation with related parties. KKR Credit Funds or Other Clients generally do not have the right to share in the compensation received by an Affiliated Broker for its role in any transaction.
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Affiliated Brokers do not share in any transaction fees, which are generally allocated among KKR Credit Funds, Other Clients and Manager Co-investment Vehicles as discussed in Item 5 – Fees and Compensation. Under certain circumstances, the relationship KKR Credit has with its Affiliated Brokers gives rise to a potential conflict of interest between KKR Credit and KKR Credit Funds or Other Clients that have an interest in any portfolio companies or investment vehicles with respect to which the Affiliated Brokers provide services (please see the discussion below for further information as to how such conflicts are addressed). In particular, such relationships could create a perception that KKR has sought to influence. KKR Credit might be seen as incentivized to seek to influence the decision by a portfolio company’s management to retain an Affiliated Broker, or to borrow from or otherwise transact with an Affiliated Broker, instead of other unaffiliated broker-dealers or other service providers or counterparties that are more appropriate or offer better terms. Where an Affiliated Broker (or another KKR entity) acts as a lender to a portfolio company in which a KKR Credit Fund or Other Client holds investments in the same or different levels of the capital structure, under certain cases, the arrangement will lead to a conflict between the Affiliated Broker and the KKR Credit Fund or Other Client in the event of a default by, or the liquidation of, the portfolio company or a restructuring or renegotiation of the terms of the loan (similar conflicts can also arise where KKR is a lender to a portfolio company out of its proprietary assets). In certain circumstances, including without limitation, where a portfolio company becomes distressed and the participants in the relevant offering undertaken by such portfolio company have a valid claim against the underwriter, the participating KKR Credit Fund or Other Client will have a conflict in determining whether to seek recourse or sue an Affiliated Broker. KKR Credit could also be seen as incentivized to structure portfolio company transactions, including related co-investment opportunities, so that they require the use of a broker-dealer (and consequently provide an opportunity for an Affiliated Broker to be retained by a portfolio company or acquisition company established for the relevant transaction and generate fees, including underwriting, placement, syndication fees, transaction fees, commissions, underwriting discounts, interest payments or other compensation for such an Affiliated Broker). Affiliated Brokers also provide financing and capital markets services to third parties that are not portfolio companies including third parties that are competitors of portfolio companies of particular KKR Credit Funds or Other Clients, or that are service providers, suppliers, customers, or other counterparties with respect to such companies (“Competitor Companies”) and act as placement agent in respect of investment funds that are sponsored and managed by other third party investment managers, including funds that could compete with KKR Credit Funds or Other Clients. Affiliated Brokers also act as placement agent in respect of investment funds that are sponsored and managed by third parties (for example, certain investee companies of KKR Credit as described in Item 4) and receive consideration for such services. In providing such services to, or with respect to, such funds or companies, Affiliated Brokers will not take into consideration the interests of the relevant portfolio companies or KKR Credit Funds or Other Clients. In addition, Affiliated Brokers can also be engaged to provide financing or other capital markets services to third parties in connection with transactions that are also appropriate for a KKR Credit Fund or for Other Clients. In some cases, these services offered to third parties in connection with a transaction might be provided concurrently with services being provided in a similar manner to a KKR Credit Fund or Other Client even if the KKR Credit Fund or Other Client has a competing interest with the third party. Affiliated Brokers providing services to third parties, including to Competitor Companies, have and will come into possession of information that they are prohibited from acting on (including on behalf of a KKR Credit Fund or Other Client) or disclosing to KKR Credit as a result of applicable confidentiality requirements or
applicable law, even though such action or disclosure would be in the best interests of a KKR Credit Fund or of Other Client. An Affiliated Broker’s ability to receive commissions or other transactional compensation in certain capital markets transactions on the basis of a KKR Credit Fund’s or Other Client’s participation is limited in certain circumstances. As a result, in the event that such services are provided to an issuer that is or becomes a potential investment opportunity for a KKR Credit Fund or Other Client, KKR Credit, through the Affiliated Brokers, will, in certain cases, have a conflict of interest between a KKR Credit Fund or Other Client investment opportunity or a related capital markets transaction. Where an Affiliated Broker serves as underwriter with respect to a security in which a KKR Credit Fund or Other Client invests, such KKR Credit Fund or Other Client will be subject to a “lock-up” period following the offering under applicable regulations during which time its ability to sell the security that it continues to hold is restricted. In certain cases, this will prejudice a KKR Credit Funds’ or Other Clients’ ability to dispose of such security at an opportune time. Affiliated Brokers have access to confidential and/or material non-public information regarding KKR Credit Funds, Other Clients or their portfolio companies and, subject to applicable law and confidentiality agreements, are permitted to use such information in connection with financing and other services provided by the Affiliated Brokers. Transactions involving a KKR Credit Fund or Other Client and an Affiliated Broker are reported periodically to KKR’s Global Conflicts Committee. In addition, KKR Credit reviews such transactions to ensure that the requirements of Section 206(3) of Advisers Act in respect of principal transactions between any KKR Credit Fund or Other Client and KKR or its affiliates (including any Affiliated Broker) are complied with in the context of such transactions. Transactions involving a KKR Credit Fund or Other Client and an Affiliated Broker are reported periodically to KKR Credit Conflicts Committee. Other Investment Advisers Special Purpose Vehicles KKR Credit U.S. has the following wholly-owned special purpose subsidiaries in the U.S., and the Cayman Islands, through which it provides investment management and administration services to certain KKR Credit Funds and Other Clients: •
KAM Advisors LLC
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KAM Fund Advisors LLC
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KAM Credit Advisors LLC
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KKR Credit Fund Advisors LLC
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KKR CS Advisors I LLC
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KKR FI Advisors Cayman Ltd.
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KKR FI Advisors LLC
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KKR Financial Advisors II LLC
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KKR Mezzanine I Advisors LLC
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KKR Strategic Capital Management, L.L.C
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KKR Financial Advisors LLC
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KKR Credit Advisors (Hong Kong) Limited
Each of the above entities is a special purpose vehicle (each, a “KCA SPV”) established by KKR Credit U.S. for certain administrative and operational convenience purposes. KKR Credit Advisors (US) is the sole member or shareholder, as applicable, of each KCA SPV. Accordingly, the activities of each KCA SPV are wholly controlled by KKR Credit U.S. Each of the directors of KKR FI Advisors Cayman Ltd is an employee of KKR Credit U.S. Relying Advisers KKR Credit U.S. and KKR Credit Singapore are affiliated with KKR Credit Advisors (Ireland), which is regulated by the Central Bank of Ireland. KKR Credit Advisors (Ireland) provides management, subadvisory and administration services to or otherwise in respect of specific KKR Credit Funds or Other Clients and provides certain operational and other efficiencies with respect to such services. KKR Credit Advisors (Ireland) is subject to KKR Credit’s regulatory oversight and its Code of Ethics (see response to Item 11 below) together with its other compliance policies and procedures as adopted by KKR Credit U.S. pursuant to the requirements of the Advisers Act. More particularly, certain KKR Credit U.S. officers and employees serve as dual personnel of both KKR Credit U.S. and KKR Credit Advisors (Ireland). KKR Credit U.S. treats all officers and other personnel of KKR Credit Advisors (Ireland) as its “associated persons” and access persons for purposes of the Advisers Act. Participating Affiliate KKR Credit U.S. and KKR Credit Singapore, either directly or indirectly, controls or is under common control with KKR Credit Advisors (EMEA) LLP, which is located in the United Kingdom. KKR Credit Advisors (EMEA) LLP is a “Participating Affiliate” and is involved in identifying, negotiating and monitoring investments recommended by KKR Credit U.S. and KKR Credit Singapore to KKR Credit Funds and Other Clients in the relevant jurisdictions and regions. KKR Credit Advisors (EMEA) LLP is authorized and regulated by the U.K. Financial Conduct Authority (“FCA”) as an investment manager. KKR Credit Advisors (EMEA) LLP is subject to KKR Credit’s supervision and Code of Ethics together with its compliance policies and procedures as adopted pursuant to the requirements of the Advisers Act, as applicable (in addition to applicable local laws and regulation). Any employees of the Participating Affiliate who provide services to KKR Credit’s Clients will be considered “associated person” of KKR Credit and access persons for purposes of the Advisers Act. Kohlberg Kravis Roberts & Co. L.P. KKR Credit is also affiliated with KKR, which is its parent company, and KKR’s other subsidiaries and affiliated entities that manage KKR’s private equity funds and other funds, investment vehicles and accounts (“KKR Funds”). KKR is separately registered under the Advisers Act as an investment adviser. Certain executives of KKR serve on investment committees established by KKR Credit. KKR Credit also, from time to time, acts as sub-adviser in respect of capital allocated within KKR Funds to strategies implemented by KKR Credit and also delegates sub-advisory authority to KKR in respect of capital allocated within certain KKR Credit Funds or Other Clients to strategies implemented by KKR (in each case, at no incremental cost to the relevant KKR Fund, KKR Credit Fund or Other Client). Please see Item 11 for a discussion of the relationship of KKR Credit, KKR Credit Funds and Other Clients and the KKR Funds. KKR is affiliated with KKR Credit Advisors (Ireland). Certain employees of KKR Credit Advisors (Ireland) are employees of KKR. Certain KKR Credit Advisors (Ireland) personnel also participate in Manager Co-investment Vehicles. Private funds, managed accounts and CLOs managed and advised by KKR Credit Advisors (Ireland) generally pursue primarily European credit strategies including investments in European leveraged loans and high yield bonds, alternative credit opportunities such as investments in mezzanine-like instruments, originated senior loans and specific types of syndicated credit investments (e.g., investments in revolver credit facilities) and other structured and illiquid credit investments.
Please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for a discussion of the relationship of KKR Credit, KKR Credit Funds and Other Clients. FS/KKR Advisor, LLC On April 2, 2018, KKR Credit Advisors (US) and Franklin Square Holdings, L.P. (“FS Investments”) combined their respective BDC platforms and created FS/KKR Advisor, LLC, an SEC-registered investment adviser under the Advisers Act of 1940. FS/KKR Advisor, LLC provides investment advisory services to FS KKR Capital Corp., a BDC listed on the NYSE, and KKR FS Income Trust and KKR FS Income Trust Select, each a privately-placed BDC. KKR Credit Advisors (US) owns a 50% interest in FS/KKR Advisor, LLC. KKR Registered Advisor LLC KKR Credit is also affiliated with KKR Registered Advisor LLC (“KRA”), an investment adviser that is separately registered with the SEC. KRA advises KKR Real Estate Select Trust Inc. (“KREST”), a closedend management investment company registered under the Investment Company Act, which invests primarily in stabilized, income-oriented commercial real estate, prime single tenant equity investments and real estate debt investments. KKR Capstone KKR Capstone is a KKR affiliate owned and controlled by KKR. KKR Capstone operating executives are generally employees of subsidiaries of KKR subsequent to KKR’s acquisition. Prior to the acquisition, KKR Capstone was owned and controlled by its senior management and was not a subsidiary or affiliate of KKR. KKR Capstone Japan Limited is licensed by the Tokyo Labor Bureau to provide paid employment placement services. For further information, please also see Item 5 “KKR Capstone and Other Consultants.” KKR Alternative Investment Management KKR Credit is affiliated with KKR Alternative Investment Management Unlimited Company (“KKR AIM”), which is regulated by the CBI, is an authorized EU alternative investment fund manager,, and separately files reports as an exempt reporting adviser with the SEC. KKR AIM has entered into delegation and/or sub-advisory agreements with KKR Credit under which KKR Credit will provide certain portfolio management services to KKR AIM related to the investment funds with respect to which KKR AIM will serve as alternative investment manager for the purposes of the AIFMD. Global Atlantic A subsidiary of KKR & Co. is the sole voting shareholder and 100% equity owner of The Global Atlantic Financial Group LLC (together with its subsidiaries, “Global Atlantic” or “GA”). Global Atlantic is a leading U.S. retirement and life insurance company that provides a broad suite of protection, legacy and savings products and reinsurance solutions across individual and institutional markets. As of December 31, 2025, Global Atlantic served over 3.5 million policyholders. Global Atlantic conducts its business in substantial part through its U.S. insurance subsidiaries, which are subject to regulation and supervision under U.S. federal and state laws. Global Atlantic’s U.S. insurance subsidiaries are licensed to transact insurance business in, and are subject to regulation and supervision by, all 50 states of the United States and the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Global Atlantic’s insurance subsidiaries in Bermuda, are subject to regulation and supervision by the Bermuda Monetary Authority and compliance with all applicable Bermuda laws and Bermuda insurance statutes and regulations, including
but not limited to the Bermuda Insurance Act. Global Atlantic has a wholly-owned SEC registered investment adviser, Global Atlantic Investment Advisers, LLC, and a wholly-owned registered brokerdealer, Global Atlantic Distributors, LLC (“GAD”), which is registered as a broker-dealer with the SEC and is a member of FINRA. GAD serves as wholesaler for several RICs managed by KKR Credit or its affiliates and a K-Series Vehicle structured as a U.S. holding company conglomerate. GAD is compensated by an Affiliated Broker for such services. Healthcare Royalty Management A subsidiary of KKR & Co. acquired a majority of the interests in Healthcare Royalty Management, LLC (“HCRM”) effective July 30, 2025. HCRM is an investment adviser that is separately registered with the SEC. HCRM provides investment advisory services to private investment funds and other clients (together, “HCRM Clients”) and employs a strategy of purchasing royalties and using debt-like structures to invest in commercial or near-commercial stage healthcare assets. KKR does not provide investment management, advisory, monitoring or supervisory services to HCRM Clients, and HCRM Clients are not investment advisory clients of KKR. However, as discussed more fully herein and in response to Item 11, KKR Funds and HCRM Clients may engage in transactions with or alongside each other or may compete for investment opportunities which could give rise to conflicts of interest. KKR Energy Assets Manager LLC KKR Credit is affiliated with KKR Energy Assets Manager, LLC, which provides investment management services to Crescent Energy Company (“Crescent”), a publicly listed energy company (NYSE: CRGY). Crescent is KKR’s primary platform for pursing upstream oil and natural gas opportunities. KJR Management KJR Management (“KJRM”) is registered as an Investment Management Business Operator and Investment Advisory Business Operator under the Financial Instruments and Exchange Act of Japan, as a Type II Financial Instruments Business Operator (broker-dealer), and a real estate broker and entrustmentbased agency servicer for transactions under the Real Estate Brokerage Act of Japan. KJRM manages diversified real estate assets including retail, office, and mixed used properties through two Tokyo Stock Exchange- listed real estate investment trusts: Japan Metropolitan Fund Investment Corporation and Industrial & Infrastructure Fund Investment Corporation. KREATE Asset Management KKR has established KREATE Asset Management Co., Ltd., (“KREATE”), a private asset management company in Korea which offers real estate and credit asset management and operating capabilities to certain KKR Funds and Other KKR Investment Vehicles and, potentially to third parties not affiliated with, or under control of, KKR. KREATE is licensed under the Financial Investment Services and Capital Markets Act of Korea and relevant regulations (collectively, the “FSCMA”). K-Star Asset Management K-Star Asset Management LLC (“K-Star”) serves as a special servicer for certain CMBS and CLO transactions in which funds and/or accounts managed by our investment adviser subsidiaries have controlling positions. K-Star also provides loan administration services, special servicing, loan or asset resolution, restructuring and other loan servicing services (including due diligence, underwriting and surveillance) to certain KKR Funds and vehicles that invest in CMBS, CLO transactions, commercial real estate loans and securities, or to portfolio entities and/or borrowers to which they provide financing or in
which they invest (including non-controlled entities) or to lending syndicates in which they participate, and will generally be entitled to servicing fees and expense reimbursements for such activities. Commodity Pool Operators and Commodity Trading Advisors As a result of providing investment advisory services to certain KKR Credit Funds that invest in commodity futures and other commodity interests, KKR Credit, certain KKR Credit GPs and other related entities from time to time constitute or become commodity trading advisors and/or commodity pool operators for the purpose of the rules and regulations issued by the U.S. Commodity Futures Trading Commission (“CFTC”) under the U.S. Commodity Exchange Act and as such, will rely on certain exemptions from registration with the CFTC under that Act or, in the event that such exemptions cease to apply, register under the applicable regulatory regime. KKR Credit does not view such status as giving rise to a material conflict of interest because it will be aligned with KKR Credit’s investment management activities with respect to KKR Credit Funds. Pooled Investment Vehicles and Regulated Subsidiaries and Sponsors of Limited Partnerships KKR, KKR Credit and certain of their respective affiliates serve as sponsors or syndicators of a number of limited partnerships, including KKR Funds and KKR Credit Funds. KKR Credit also primarily serves as investment adviser to KKR Funds that are pooled investment vehicles. In addition, its affiliates and KKR Credit also serve as investment advisers of investment vehicles and accounts (i.e., KKR Credit Funds) that are, for the most part, pooled investment vehicles. While primarily unregulated, certain of such pooled vehicles are registered with regulatory authorities in their home jurisdiction such as the Cayman Islands or Ireland or in jurisdictions in which interests in such pooled investment vehicles are marketed, such as Korea or Japan. As discussed more fully above and in response to Item 11, KKR Credit Funds and KKR Funds may engage in transactions with or alongside each other that give rise to material conflicts of interest. KKR and KKR Credit have adopted investment allocation policies and procedures and conflict of interest policies and procedures designed to facilitate proper management of conflicts of interest arising between KKR Funds and KKR Credit Funds. KKR and certain KKR Credit Funds have established regulated subsidiaries as required under applicable law in order to permit such subsidiaries or KKR Credit Funds to make portfolio investments in certain jurisdictions. As discussed in Item 11, KKR Credit’s relationship with KKR also gives rise to additional conflicts of interest. Please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for a discussion of the potential conflicts raised by KKR Credit’s relationship with these and other affiliates and the policies and procedures KKR Credit has adopted to address these conflicts. Dual Officers and Employees Certain Employees of KKR Credit, including investment and marketing professionals, are also associated persons of one or more Affiliated Brokers (“Dual Personnel”). In this capacity, Dual Personnel are shared with and provide services to KKR Credit and also provide services to one or more affiliated entities. Dual Personnel can provide investment advisory services to KKR Credit Funds and Other Clients, participate in the marketing of KKR Credit Funds and KKR Funds, and, in certain cases, participate in the capital markets activities of Affiliated Brokers. The potential conflicts of interest discussed above in relation to Affiliated Brokers are more acute when investment executives of KKR Credit participate in the capital markets activities of Affiliated Brokers with respect to assets held by KKR Credit Funds and Other Clients; in particular, when Dual Employees originate loans and other credit investments that are suitable for KKR Credit Funds and Other Clients, but that also are syndicated to third-party investors by an Affiliated Broker. The compensation of Dual Personnel that provide services to multiple entities is based on a number of factors, which include, without limitation, the profitability of the affiliated entities, the performance of
client accounts at the affiliated entities, and the amount of assets under management at the affiliated entities. Such Dual Personnel are, under certain circumstances, incentivized to allocate more of their time and attention to more profitable affiliated entities, which creates a conflict of interest. In addition, such Dual Personnel work with third party clients who are interested in acquiring assets that KKR Credit Funds or Other Clients are interested in acquiring. To mitigate these conflicts, KKR Credit and the Affiliated Brokers maintain compliance policies and procedures designed to ensure that such investment opportunities are made available to advisory clients before they are syndicated to third parties, and that the compensation of Dual Personnel is not structured in a manner that favors services provided to third-parties over those provided to KKR Credit Funds and Other Clients. Conflicts are further mitigated by each such Dual Personnel’s responsibility to (i) be subject to the supervisory oversight of each affiliated entity when acting on its behalf, and (ii) render services in the client’s best interest pursuant to the Firm’s Code of Ethics. In addition, certain employees of Global Atlantic also act as supervised persons of KKR (“GA Dual Personnel”). In this capacity, GA Dual Personnel are shared with and provide services to KKR as well as Global Atlantic. GA Dual Personnel are expected to engage primarily in the identification, underwriting, and execution of strategic Balance Sheet investments, but may from time to time participate in investment that are offered to relevant KKR Funds or KKR Credit Funds and Other Clients. Please see “KKR Purchases/Sales of Securities Recommended to KKR Funds and Other Clients – Proprietary Investments” for further information regarding such investments. GA Dual Personnel will devote a significant amount of their time and attention to services provided to Global Atlantic, and may be incentivized to identify, structure and negotiate investments that are designed to meet the business needs of KKR and Global Atlantic rather than the specific needs of any KKR Fund, KKR Credit Fund, or Other Client. The conflicts described above are further mitigated by each such Dual Personnel’s and GA Dual Personnel’s responsibility to (i) be subject to the supervisory oversight of each affiliated entity when acting on its behalf, and (ii) render services in the client’s best interest pursuant to KKR’s Code (as defined in Item 11). Other Businesses KKR Funds hold a controlling interest in Avendus Capital Private Limited (together with its wholly-owned subsidiaries, “Avendus”), which KKR and/or its affiliates are deemed to control due to their control of such KKR Funds. Avendus engages in investment banking, private wealth management and alternative asset management primarily in India and Southeast Asia. In addition, certain investment funds managed by affiliates of KKR are registered with SEBI as a foreign portfolio investor or a foreign venture capital investor to make investments in Indian securities. Affiliates of KKR also own companies in India that are authorized to act as the investment manager of an infrastructure investment trust registered with SEBI and to act as an investment manager and sponsor of alternative investment funds. In China, KKR Investment Management (Hainan) Co., Ltd. is a private fund manager registered with the Asset Management Association of China (“AMAC”) and granted with the qualification and quota of Qualified Domestic Limited Partnership (“QDLP”) in Hainan, to carry on fundraising by means of private placement for the purpose of raising QDLP funds and to launch, manage and operate QDLP funds. Additionally, KKR Investment Management (Shanghai) Co., Ltd. Is a private fund manager also registered with AMAC and granted with the qualification and quota of Qualified Foreign Limited Partnership (“QFLP”) in Shanghai to carry on fundraising by means of private placement for the purpose of raising QFLP and RMB funds and to launch, manage and operate QFLP and RMB funds.
In the United States, KKR June Purchaser, LLC (the “KKR Stockholder”), a special purpose vehicle that is indirectly controlled by investment funds, vehicles, and/or accounts advised and managed by KKR acquired all of the issued and outstanding limited liability company interests of Janney Montgomery Scott LLC (“Janney”). KKR could be deemed to control Janney due to its control of such investment funds, vehicles, and/or accounts; although, KKR does not participate in or manage the day-to-day management or operations of Janney. Janney is a leading full-service wealth management, capital markets, and asset management firm that is dually registered as an investment adviser and broker-dealer with the SEC and a member of FINRA as well as various state securities regulators. Although Janney and KKR operate independently, their affiliation could give rise to conflicts of interests. Janney is able to recommend that eligible Janney clients invest in investment funds advised or vehicles managed by KKR. Janney and its financial advisors stand to benefit from making investment recommendations to clients and customers where Janney and Janney financial advisors are investors in KKR-sponsored funds and vehicles. Please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for a discussion of the potential conflicts that are raised by KKR’s relationship with these and other affiliates and the policies and procedures KKR Credit has adopted to address these conflicts. Please also see Item 11 for a discussion of the Stakes and Seed Managers and Stakes and Seed Funds.
Item 11. Code of ethics, participation in client transactions and personal trading
Code of Ethics KKR Credit is subject to a Code of Ethics (the “Code”) in accordance with Rule 204A-1 under the Advisers Act. The Code has been established by its affiliate, KKR, for all of its investment advisory subsidiaries, including KKR Credit. The Code sets out standards of business and personal conduct for each Employee (which for these purposes includes other persons as set out in the Code, including certain consultants, advisors, temporary employees and other persons and addresses conflicts that arise from personal trading by such persons and provides for disciplinary sanctions for Code violations. The Code is available upon written request of current or prospective investors in KKR Credit Funds and Other Clients.
Read the rest of Item 11 (30,708 more words)
The policies and procedures set forth in the Code recognize that as an investment adviser, KKR Credit is in a position of trust and confidence with respect to the KKR Credit Funds and Other Clients and has a duty to place the interests of the KKR Credit Funds and Other Clients before the interests of KKR Credit and its Employees (which for these purposes includes other persons as set out in the Code, including certain consultants, advisors, temporary employees and other persons). This duty includes an obligation to address or mitigate both conflicts of interest and the appearance of any conflicts of interest. The Code also recognizes that as an investment adviser registered under the Advisers Act, KKR Credit has a further obligation to comply with the provisions of the Advisers Act as well as the other U.S. federal securities laws. The Code includes a code of conduct adopted by KKR Credit which requires Employees to (i) act with integrity, honesty, competence, and in an ethical manner when dealing with the public, regulators, clients, investors, prospective investors and their fellow Employees; (ii) adhere to the highest standards with respect to any potential material conflicts of interest with KKR Credit Funds and Other Clients; and (iii) preserve the confidentiality of information that they obtain in the course of KKR Credit’s business and use such information properly, consistent with applicable legal standards, and not in any way adverse to the interests of any KKR Credit Funds or Other Clients.
Under the Code and Firm policy, Employees are prohibited from trading in securities and/or loans of any company while in possession of material, non-public information regarding the company. This prohibition applies to KKR-related securities and the securities of KKR affiliates, as well as other issuers. The Code also includes a personal securities investment and reporting policy. This policy, among other things, significantly restricts an Employee’s ability to engage in personal securities transactions with respect to publicly-trade equity or debt of corporate issuers to avoid conflicts of interest and preclude the potential misuse of proprietary and material non-public information with respect to such issuers. The policy also requires preclearance of investments in private companies and non-KKR or KKR Credit Funds, and requires Employees to disclose all brokerage or securities accounts held in the Employee’s name or over which the Employee has any direct or indirect beneficial ownership, including accounts over which investment discretion is exercised either directly or indirectly. Certain investment personnel of KKR Credit also maintain personal private investment holdings which from time to time include investments in private companies and assets that are owned or become targeted for acquisition by KKR or KKR Credit, or KKR or KKR Credit Funds, or Other Clients (or investments in private assets that compete with assets or business owned or targeted by KKR Credit Funds or Other Clients) and/or private funds that invest in or own private companies or other issuers or assets that compete with assets or businesses owned or targeted by KKR or KKR Credit Funds or Other Clients (i.e. through the acquisition of or investment in an asset of an affiliated or unaffiliated private fund sponsor). Certain of these personal investments are maintained with third-party investment managers, including third-party investment managers or sponsors that KKR Credit or its affiliates, KKR Credit Funds or Other Clients have an economic interest in, who sponsor investment vehicles that compete with KKR or KKR Credit, or that KKR, KKR Credit or their respective affiliates recommend to their respective clients (for example, through KKR’s customized portfolio solutions business). Furthermore, certain of these personal investments have terms that are more favorable than those routinely offered by the unaffiliated investment manager (for example, reduced fees) and those favorable terms will not be shared with and might not be available to KKR Credit Fund or Other Clients. Such personal investments give rise to potential or actual conflicts of interest between KKR Credit Funds and Other Clients on the one hand, and KKR, KKR Credit and their respective affiliates, on the other hand, including, in particular, to the extent such investment personnel participate in the management of a KKR Credit Fund’s or Other Client’s investments in such assets and the personal investment interests of such investment personnel are not aligned with those of a KKR Credit Fund or Other Client. In addition, certain KKR personnel hold investments in entities that are or become service providers to KKR or KKR Credit or portfolio companies of KKR or KKR Credit Funds or Other Clients. Although the relevant KKR Credit personnel do not have control or other influence over the decisions of the relevant service provider (including whether to enter into a business arrangement with KKR Credit or portfolio companies of KKR Credit Funds or Other Clients), a conflict of interest or the perception thereof could nevertheless arise in engaging the relevant entity as a service provider in light of the personal benefits that accrue through the investment they hold in the service provider. KKR Credit’s personal securities investment and reporting policies, which require the pre-approval from KKR’s Compliance Group on any personal private fund or private investments, seek to address any potential or actual conflicts of interest relating to personal private investments. The Code restricts Employees’ ability to conduct activities outside the Firm that conflict with the interests of the KKR or KKR Credit Funds or Other Clients, requires pre-approval for Employees to engage in certain outside business activities or receive and/or provide gifts and entertainment in excess of certain values and restricts Employees’ ability to make political donations. However, Employees, Senior Advisors, Executive Advisors, Industry Advisors, KKR Advisors, and other Consultants from, time to time also serve as directors or interim executives, or otherwise could be associated with companies that are competitors of portfolio companies of certain KKR or KKR Credit Funds or Other Clients (as discussed below).
KKR’s Compliance Group receives and reviews trading and other reports and Employee certifications, questionnaires and pre-approval requests submitted pursuant to the Code to determine that personal trading (as well as other activities subject to compliance oversight) conducted by Employees and other covered persons is consistent with the requirements and restrictions set forth in the Code. Employees also engage in certain cases outside business activities, including serving on boards of directors of third party entities, which give rise to certain conflicts of interests. KKR’s Compliance Group reviews Employee certifications, questionnaires and pre-approval requests to identify such conflicts of interest. Additionally, KKR and KKR Credit have adopted inside information barriers and other policies and procedures to provide for the proper handling of confidential information (i.e., nonpublic information received or created by KKR Credit in connection with its activities) to prevent violations of laws and regulations prohibiting the misuse of such information and to avoid situations that might create an appearance of such misuse. KKR’s Compliance Group is responsible for monitoring the information barriers established by the Firm, administering the information sharing policies and procedures, overseeing potential conflicts of interest, and escalating to an established oversight committee, as appropriate. There could be circumstances in which one or more individuals associated with KKR Credit, including investment executives and committee members otherwise involved in investment activities, will be precluded from providing services to KKR Credit or from being involved in specific investment related activities or decisions because of certain confidential information available to those individuals or to other parts of KKR, or because of other applicable legal or regulatory restrictions resulting from their involvement. In such circumstances, applicable legal or regulatory restrictions (or applicable information barrier policies and procedures or other related compliance policies) could require such investment executives to recuse themselves from the relevant investment committees or otherwise from participating in investment activities or decisions relating to a KKR Credit Fund’s or Other Client’s investments or alternatively, KKR Credit could determine that such investment executives should so recuse themselves to ensure that they can participate in the investment activities and decisions of certain KKR Credit Funds or Other Clients. KKR Credit Funds and Other Clients could be adversely impacted in such circumstances. The Code is available upon written request of KKR Credit Funds or Other Clients and their current or prospective investors. Participation or Interest in Client Transactions Principal Transactions In accordance with the anti-fraud provisions of the Advisers Act and with KKR Credit’s internal compliance policies and procedures, KKR Credit and its affiliates will not, as principal, sell a security to, or buy a security from, any KKR Credit Fund or Other Client, or Global Atlantic Accounts and other proprietary entities, without providing appropriate disclosure and obtaining the informed consent of such KKR Credit Fund or Other Client prior to the settlement of each such transaction, as well as the prior authorization of KKR Credit’s Chief Compliance Officer. The BDCs, RICs and other regulated entities will generally not engage in principal transactions, except as permitted under the Investment Company Act and SEC guidance thereunder. Principal transactions occur, for example, where KKR Credit warehouses an investment, in whole or in part, in one of its proprietary entities for the benefit of one or more KKR Credit Funds or Other Clients, seeds the initial portfolio of a KKR Credit Fund by making the initial commitment and capital contributions to the KKR Credit Fund pending the admission of third party investors to such KKR Credit Fund and the acquisition by the KKR Credit Fund or an Other Client of the investment from the proprietary entity or the participation by such third party investors in such seeded initial portfolio of investments, as applicable. Principal transactions may also occur where a KKR Credit Fund or Other Client buys or sells all or a portion
of an investment from or to KKR Credit, its affiliates, or its proprietary accounts, including KKR core investment vehicles (including the strategic holdings segment and other KKR proprietary vehicles). In such circumstances, KKR Credit or its affiliates may be acting on behalf of their own interest in purchasing such investment from a client. These transactions present inherent conflicts of interest because KKR Credit may have an incentive to effect such transactions on terms that are more favorable to its proprietary accounts or balance sheet interests than to those of its clients, including with respect to pricing, timing and allocation. In these cases, a KKR Credit Fund or Other Client will seek to mitigate the conflict, for example, require that (i) the transaction price be determined to be fair by an independent valuation expert (the cost of which would be borne by the KKR Credit Fund or Other Client) or be calculated in accordance with a formula provided for in the governing documents of the KKR Credit Fund; and/or (ii) the consent of the respective KKR Credit Fund’s limited partner advisory committee, independent client representative or investors or the consent of the Other Client or the independent directors of such Other Client, which if applicable could be obtained prior to completion of the relevant transaction or in connection with the investors’ subscriptions to the KKR Credit Fund or the establishment of the Other Client relationship. For warehoused assets, the consent to transfer such assets to KKR Credit Funds or Other Clients is generally obtained through the signed approval of the subscription agreement or limited partnership agreement of the KKR Credit Fund or Other Client or the consent of the independent directors of the Other Client. As indicated in Item 10, Affiliated Brokers from time to time act as principal in underwriting or placing the securities of KKR Credit Funds or Other Clients. Prior to the receipt by a KKR Credit Fund of capital contributions from its investors for which a capital call notice has been given, a KKR Credit GP will under certain circumstances fund such amounts on a temporary basis in order to permit the KKR Credit Fund to ensure that an investment is made within the applicable time constraints. In addition, KKR Credit, a KKR Credit GP or one of their affiliates will, from time to time, fund certain general and administrative expenses of a portfolio company on a temporary basis in order to avoid a de minimis capital call to investors or to ensure timely payment of a KKR Credit Fund obligation, or provide an interest free loan to a platform portfolio company to cover its start-up and operating costs prior to the receipt by a KKR Credit Fund or Other Client of a capital call in respect of such expenses. Such amounts will be reimbursed to the KKR Credit GP at cost as and when such capital contributions are made by the investors in the KKR Credit Fund or through a reduction of subsequent distributions by the KKR Credit Fund. KKR Credit does not consider such temporary arrangements to be principal transactions. Stakes and Seed Managers and Stakes and Seed Funds Affiliates of KKR Credit acquire or hold from time to time a non-controlling interest in a third-party hedge fund manager or other types of managers (“Stakes and Seed Managers”) and funds or other vehicles sponsored or advised by such managers are referred to herein collectively as (“Stakes and Seed Funds”). For example, affiliates of KKR have acquired a 39.6% interest in Marshall Wace LLP, a global alternative investment manager specializing in long/short equity products, and a 39.9% interest in PAAMCO Prisma Holdings LLC (“PAAMCO Prisma”), an investment manager focused on liquid alternative investment solutions, including hedge fund-of-fund portfolios. No Stakes and Seed Funds are an advisory client of KKR. From time to time, a Stakes and Seed Manager is retained as a non-discretionary sub-adviser by KKR Credit in respect of certain KKR Credit Funds or Other Clients. KKR and KKR Credit also, from time to time, act as a non-discretionary sub-adviser of a Stakes and Seed Manager and/or a Stakes and Seed Fund, including in particular with respect to co-investments made alongside KKR Credit Funds or Other Clients. For example, advisory affiliates of KKR and KKR Credit Fund act as a sub-adviser with respect to capital allocated by investment vehicles and other accounts managed and advised by PAAMCO Prisma, and PAAMCO Prisma acts as investment adviser or sub-adviser to investment vehicles and other accounts established by KKR, KKR Credit and/or their advisory affiliates. Such transactions (which do not involve securities of KKR Credit advisory clients on both sides of the transaction) are neither principal transactions nor agency cross transactions. However, because of a KKR Credit affiliate’s financial interest in Stakes and
Seeds Managers, an affiliate of KKR Credit will receive additional compensation related to such transactions. Such additional compensation will not be shared with KKR Credit Funds or Other Clients or Manager Co-investment Vehicles. Also, Employees, in certain cases, are charged no (or reduced) management or incentive fees by the Stakes and Seeds Managers for their personal investments in Stakes and Seeds Funds. For further information, please see also “Investments of Stakes and Seed Funds and Other Pooled Funds” and “Other Conflicts of Interest –Minority Investments in Other Businesses” below. Cross Transactions and Agency Cross Transactions Under certain circumstances, KKR Credit from time to time arranges for purchases and sales of securities between two KKR Credit Funds and/or Other Clients (a “Cross Transaction”) (see also discussion of “Rebalancing Transactions” below). KKR Credit has adopted a specific cross-trading policy (“Cross Transactions Policy”) which is representative of any Investment Advisers Act requirements and complying with applicable law and additional governing documents, for the relevant KKR Credit Fund or Other Client. The Cross Transactions Policy establishes that a cross transaction can only be affected if appropriate and fair pricing is denoted and the cross transaction provides a clear benefit to each participating KKR Credit Fund or Other Client and further requires certain procedures are followed prior to the execution of the cross transaction. Cross transactions create conflicts of interest because, by not exposing buy and sell transactions to market forces, a KKR Credit Fund or Other Client might not receive the best price otherwise possible, or KKR Credit may have an incentive to improve the performance of one KKR Credit Fund or Other Client by selling underperforming assets to another KKR Credit Fund or Other Client, for example, to earn fees. KKR Credit will not arrange for a cross transaction to be implemented unless the requirements of the Cross Transaction Policy are fulfilled. Accordingly, KKR has adopted a cross trades policy and procedures designed to properly manage related conflicts. In addition, the governing documents of KKR Funds or Other Clients generally impose certain restrictions on the ability of KKR or its affiliates to affect these transactions, unless client consent is obtained for such transactions in the manner set forth under such governing documents. Additional requirements under such governing documents often include having the transaction price for such transactions determined using independent valuation sources, approved by an independent valuation expert, or otherwise determined to be fair to KKR Funds and Other Clients by an independent third party or calculated in accordance with the methodology set forth under such governing documents. In addition, KKR might elect to take other steps that seek to mitigate potential or actual conflict of interest involved in effecting principal transactions or cross transactions, such as identifying a third party investor in the portfolio company to participate in or lead the sell-side negotiations alongside KKR Funds or Other Clients, providing investors in KKR Funds or Other Clients the opportunity to participate on the buy side of the transaction alongside KKR Funds or Other Clients, obtaining “market check” information from an investment bank, or running a sale auction to help validate the price of the transaction. KKR Credit from time to time engages in agency cross transactions between Other Clients and KKR Credit Funds and an unaffiliated third party in a manner consistent with the Advisers Act and the rules promulgated thereunder. In an agency cross transaction, KKR Credit or one of its affiliates including, in particular, an Affiliated Broker, earns a fee for arranging a transaction between KKR Credit Funds or Other Clients. The BDCs, RICs and other regulated entities will generally not engage in cross transactions or agency cross transactions, except as permitted under the Investment Company Act and SEC guidance thereunder. KKR proprietary entities from time to time acquire an asset of a portfolio company on terms negotiated with the management of the portfolio company. These transactions do not constitute principal transactions or cross trades that are subject to the restrictions and policies detailed above. To the extent that such transactions are appropriate investments for KKR Credit Funds or Other Clients as well as a KKR
proprietary entity, KKR Credit will allocate such transactions in accordance with the procedures described in “Allocations of Investment Opportunities” below. For further information, please see “Allocations of Investment Opportunities – Co-Investment Structuring” and “Other Conflicts of Interest – Secondary Transfers of Interests” below. Transactions Between KKR Credit Portfolio Companies Portfolio companies of KKR Credit Funds or Other Clients from time to time will be counterparties to or participants in agreements, transactions or other arrangements with portfolio companies of another KKR Credit Fund or Other Client (for example, a portfolio company of one KKR Credit Fund or Other Client could engage a portfolio company of another KKR Credit Fund or Other Client to provide due diligence and special asset services). Agreements, transactions and other arrangements entered into between one KKR Credit Fund or Other Client portfolio company and another KKR Credit Fund or Other Client’s portfolio company will indirectly benefit KKR Credit by increasing the overall value of all investments at the expense of a one KKR Credit Funds or Other Client’s investment. Generally, transactions between portfolio companies of a KKR Credit Fund or Other Client and portfolio companies of another KKR Credit Fund or Other Client would not give rise to a conflict of interest as these transactions are typically negotiated between members of management of the portfolio companies that are independent of KKR Credit and without the participation of KKR Credit. However, KKR Credit’s interest in maximizing such overall investments give rise to a conflict of interest in particular, but not limited to, where KKR Credit has the ability through its investments to influence the activities of such companies or encourages KKR Credit Fund or Other Client portfolio companies to transact therewith. Where KKR Credit determines that there is a conflict of interest, including possibly because members of management are not sufficiently independent of KKR Credit, KKR Credit will take actions to resolve the conflict, in accordance with its established procedures and policies for addressing conflicts, including potentially having other independent parties approve the transaction. In addition, two or more portfolio companies in which a KKR Credit Fund and/or Other Client, KKR Credit proprietary vehicles and/or other persons (collectively, “Other Participants”) hold an interest from time to time will merge or otherwise enter into a business or asset combination transaction (such merged or combined companies, businesses or assets, the “Successor Company”). In such transactions, the KKR Credit Fund and such Other Participants could have varied or no interests in certain of such portfolio companies participating in the merger or combination. Following such merger or combination, the KKR Credit Fund and the Other Participants will exchange securities issued by their existing portfolio companies, as applicable, for or otherwise hold or receive, securities in the Successor Company. If any of the portfolio companies involved in any such merger or business or asset combination (or their relevant businesses or assets) are under or over valued in connection with the merger or combination, the KKR Credit Fund and or any of the Other Participants will receive too great or too small an interest in the Successor Company, which would adversely impact the KKR Credit Fund and/or Other Participants receiving too small an interest and could otherwise be viewed as causing an indirect transfer of value between the KKR Credit Fund and Other Participants. Notwithstanding such transfer of value, such merger or combination transactions generally will not constitute or otherwise be treated by the KKR Credit Fund or Other Participants as principal or cross transactions that are subject to the restrictions applicable to such transactions pursuant to the governing documents of KKR Credit Funds and Other Clients. Rebalancing Transactions Subject to certain terms and conditions, on occasion and to the extent permitted by law and specific KKR Credit policies, KKR Credit from time to time effects rebalancing transactions between a KKR Credit Fund or Other Client and one or more other KKR Credit Funds or Other Clients pursuing similar investments. In such case, a KKR Credit Fund or Other Client will, directly or indirectly, purchase a security held by another
KKR Credit Fund or Other Client or will sell a security to another KKR Credit Fund or Other Client (each a “Rebalancing Client”). From time to time, one or more KKR Credit Funds or Other Clients commit to an investment before an allocation decision is made, and such commitments will be aggregated in an underlying pooled investment vehicle (a “Rebalancing Vehicle”) that rebalances the investment among such KKR Credit Funds or Other Clients after the allocation decision is made. KKR Credit will determine, in its sole discretion, whether a particular KKR Credit Fund or Other Client is a Rebalancing Client, provided that KKR Credit Funds and Other Clients invested in a Rebalancing Vehicle will be treated as Rebalancing Clients. KKR Credit will not undertake a rebalancing transaction with a Rebalancing Client if it determines, in its sole discretion that such a transaction is not in the best interests of the Rebalancing Clients involved. KKR Credit effects these transactions based on the then-current independent market price and consistent with valuation procedures established by KKR Credit. Neither KKR Credit nor any of its affiliates receive any compensation in connection with such rebalancing transactions. These rebalancing transactions generally will be affected without brokerage commissions being charged. To the extent that such transactions are viewed as principal transactions due to KKR Credit’s or its affiliates’ ownership interest in a particular KKR Credit Fund, KKR Credit will either not affect such transaction or comply with the requirements of Section 206(3) of the Advisers Act. Participation of Affiliated Broker-Dealers in KKR Credit Fund or Other Client Transactions As described in response to Item 10, KKR Credit is affiliated with several broker-dealers. As further noted, certain of these Affiliated Brokers (including their respective related lending vehicles) manage or otherwise participate in underwriting syndicates and/or selling groups with respect to debt or equity securities, debt instruments or other financial products issued or potentially issued by portfolio companies, holding companies and other controlled or non-controlled entities in or through which KKR Credit Funds or Other Clients invest (including securities that are senior or junior within the capital structure of those held by KKR Credit Funds or Other Clients). Further, Affiliated Brokers are otherwise involved in the public or private placement of securities or debt instruments issued by KKR Credit Fund or Other Client portfolio companies and other controlled or non-controlling entities in or through which a KKR Credit Fund or Other Client invests. Affiliated Brokers also provide capital markets advisory services to portfolio companies of KKR Credit Funds or Other Clients portfolio companies and other controlled or non-controlling entities in or through which a KKR Credit Fund or Other Client invests, including in connection with mergers and acquisitions, recapitalization, refinancings, and restructurings; and will alone, or with other counterparties, which might include other KKR Credit investment vehicles, third party banks or other unaffiliated finance providers, provide acquisition financing, loans and services to such entities in addition to financing provided through a KKR Credit Fund or Other Client’s investment. In addition, Affiliated Brokers arrange lines of credit for (i) portfolio companies and other controlled or non-controlled entities in or through which KKR Credit Funds or Other Clients invest; (ii) KKR Credit Funds; (iii) Other Clients; and (iv) other third parties. Affiliated Brokers (through their respective lending related vehicles) also provide loans and lines of credit to such entities, or participate actively in the financing of a KKR Credit Fund or Other Client or their respective portfolio investments, for example, by arranging financing, including financings involving KKR Credit affiliates such as Global Atlantic Accounts as lenders. Affiliated Brokers, as a consequence of such activities hold positions in instruments and securities issued by a KKR Credit Fund’s or Other Client’s portfolio companies (or controlled or non-controlled entities through which they invest), (including securities issued in different parts of the capital structure of such companies), enter into obligations to acquire such instruments or securities, and engage from time to time in transactions that are also appropriate investments for a KKR Credit Fund or Other Client. Subject to applicable law, Affiliated Brokers receive fees, including underwriting, arranger, placement, syndication and transaction fees, underwriting discounts, interest payments or other compensation including compensation that is payable in cash or securities, which are not required to be shared with KKR Credit Funds or Other Clients. KKR Credit Funds and Other Clients will directly bear, or indirectly bear through portfolio companies, holding vehicles and other entities in or through which they invest (including where such costs are shared between such entities and KKR Credit
Funds or Other Clients), the foregoing fees paid to Affiliated Brokers, as well as the expenses, charges and costs of any benchmarking, verification or other analysis related thereto. Affiliated Brokers from time to time waive such fees. In certain circumstances, where an Affiliated Broker is participating in the above underwriting and financing transactions, does so as lead or sole arranger in which case it will be responsible for negotiating its customary fees with the company for services provided. In addition, certain KKR Credit Funds or Other Clients might not be able to participate or be limited in certain investments due to tax law or regulatory constraints or other conflicts that could exist due to the Affiliated Broker’s role in such transaction. Where an Affiliated Broker serves as underwriter with respect to a portfolio company’s securities, the relevant KKR Credit Fund, Other Client or portfolio company are, in certain circumstances, subject to a “lock-up” period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This affects such KKR Credit Fund’s or Other Client’s ability to dispose of such securities at an opportune time. In addition, an entity in which a KKR Credit Fund or Other Client has invested could become distressed and the participants in the relevant offering could have a valid claim against the underwriters of the relevant offering. Such underwriters could include an Affiliated Broker, in which case, the KKR Credit Fund or Other Client would have a conflict of interest in determining whether to sue such underwriters. Where such underwriters include non-affiliated broker-dealers, the relevant KKR Credit Fund or Other Client will also have a conflict of interest in determining whether to bring a claim because of concerns regarding the relationships of KKR Credit and its affiliates with such non-affiliated broker-dealers, which could relate to and otherwise benefit other KKR Credit Funds, Other Clients or KKR and its proprietary entities. KKR Credit has a conflict of interest policies and procedures in place, where transactions involving a KKR Credit Fund or Other Client and an Affiliated Broker or its respective lending vehicles are reported to KKR’s Global Conflicts Committee. In addition, KKR reviews such transactions to ensure that the requirements of Section 206(3) of the Advisers Act and Rule 206(3)-2 under the Advisers Act, as applicable, in respect of principal transactions between any KKR Credit Fund or Other Client and KKR Credit or its affiliates (including any Affiliated Broker) are complied with in the context of such transactions. Affiliated Brokers have access to confidential and/or material non-public information regarding KKR Credit Funds, Other Clients or their portfolio companies and, subject to applicable law and confidentiality agreements, use such information in connection with financing and other services provided by the Affiliated Brokers. Affiliated Brokers also provide investment banking, advisory and other services to affiliated or unaffiliated corporations, financial sponsors, management or other persons. Such services could relate to transactions that could give rise to investment opportunities that are suitable for KKR Credit Funds or Other Clients. In such case, the Affiliated Broker’s particular client would typically require the Affiliated Broker to act exclusively on its behalf, thereby precluding KKR Credit Funds or Other Clients from participating in such investment opportunities. No Affiliated Broker would be obligated to decline any such engagements in order to make an investment opportunity available to KKR Credit Funds or Other Clients. In addition, Affiliated Broker could come into the possession of information through these new businesses that limits a KKR Credit Fund’s or Other Client’s ability to engage in potential transactions. Affiliated Brokers or KKR Credit investment vehicles (including KKR proprietary Balance Sheet entities) will from time to time provide interim financing to, or make investments that are intended to be of a temporary nature in securities of, a third party sponsor or its acquisition vehicle or to another company for the purposes of acquiring a portfolio company or an interest in a portfolio company from a KKR or other KKR Credit Fund or Other Client. Although not limited to such arrangements, this type of financing has, in certain circumstances, been provided through pre-arranged buyer financing packages arranged and offered by Affiliated Brokers or other KKR Credit investment vehicles to potential bidders for the relevant
portfolio company or interest. KKR Credit may face conflicts of interest where any Affiliated Broker or such other KKR Credit investment vehicle provides such acquisition financing, in particular in respect of its incentives to select a bidder using such financing for the purposes of creating an investment opportunity for such Affiliated Brokers or other KKR Credit investment vehicle and, potentially, related arranging fees for KKR Credit affiliates. Any such financing arrangements will be subject to KKR Credit’s policies and procedures for addressing conflicts. Financial Interest in KKR Credit Fund, Portfolio Company or Other Client Transactions As described in Item 5 – Fees and Compensation, KKR Credit and its affiliates (including, in particular, KKR) receive monitoring fees, financial advisory fees, loan administrative agent fees, transaction fees, and other compensation for services provided to portfolio companies, holding companies and other entities in or through which a KKR Credit Fund or Other Client invests. Such parties also receive break-up fees and other compensation with respect to KKR Credit Fund or Other Client portfolio company investments (including unconsummated or terminated transactions). As noted above, such compensation is often shared with the relevant KKR Credit Funds or Other Clients, as described in their offering materials, documents and/or the governing documents. KKR Credit also earns fees as a result of its subsidiaries’ providing loan servicing or asset leasing services to certain KKR Credit Funds or Other Clients that invest in loan participations or hard assets, which fees will generally not be shared with KKR Credit Funds or Other Clients, depending on the particular governing documents of a particular KKR Credit Fund or Other Client. In negotiating originated loans and certain other originated credit investments on behalf of KKR Credit Funds and or Other Clients, KKR Credit or its affiliates have the ability to negotiate the payment of arranging and other transaction related fees by the relevant counterparty to KKR Credit and its affiliates and/or an original issue discount (“OID”). In such circumstances, KKR Credit will face a conflict of interest to the extent that a portion of any arranging or transaction related fees payable to KKR Credit and its affiliates is retained by KKR Credit and its affiliates, whereas any OID provided by the relevant counterparty would solely benefit a KKR Credit Fund or Other Client. As noted above, such compensation sharing with the relevant KKR Credit Funds or Other Clients, is determined by the offering materials, disclosure documents and/or governing documents. Certain portfolio companies of KKR proprietary investments, KKR Credit Funds or Other Clients are counterparties to or participants in agreements, transactions or other arrangements with the portfolio companies of a separate KKR Credit Fund or Other Client (for example a portfolio company of a KKR proprietary investment or KKR Credit Fund has retained a company in which another KKR Credit Fund has invested to provide loan administration or asset leasing services or products). Agreements, transactions and other arrangements entered into by portfolio companies of KKR proprietary investments, different KKR Credit Funds or Other Clients indirectly benefit KKR Credit, the relevant KKR Credit Fund or Other Client as an investor in such companies or adversely impact the other KKR Credit Fund or Other Client portfolio companies with which they do business. The interest of KKR, any KKR Credit Fund or Other Client in maximizing its return on certain such investments gives rise to a conflict of interest in particular, but not limited to, where KKR Credit, the KKR Credit Fund or Other Client has the ability through its investments to influence the activities of such companies or encourages portfolio companies of a KKR Credit proprietary investment, KKR Credit Fund or Other Client to transact therewith. Such portfolio companies will also in certain cases compete with a KKR Credit Fund’s or Other Client’s investments. For example, KKR Credit (through its proprietary investment activities) or a KKR Credit Fund from time to time invests in a company which competes with, is a customer of, or is a service provider or supplier to another KKR Credit Fund portfolio company. These arrangements have the potential for a conflict of interest to arise because the KKR Credit Fund portfolio company to which such services are provided is indirectly paying fees for services that indirectly benefit the other KKR Credit Fund (or
proprietary entity) that has an ownership interest in the portfolio company service provider. KKR Credit could be perceived as incentivized under such circumstances to influence the negotiations between such portfolio entities to agree to terms or establish service levels (if applicable) that disproportionately favor one or more of the portfolio entities involved. Where such arrangements are between portfolio entities of a KKR Credit Fund or Other Client and another KKR Credit Fund or Other Client, the conflicts of interests involved, including the allocation of expenses among such entities, will depend on the level of independence between the management of such portfolio entities and KKR Credit. In providing advice and recommendations to a portfolio company, or with respect to a portfolio company’s business dealings, KKR Credit, any KKR Credit Fund or Other Client is not, when acting in such capacity, obligated to and may not take into consideration the interests of the other relevant KKR Credit Fund or Other Client or their portfolio companies and other investments. Accordingly, these circumstances give rise to certain potential conflicts of interest. Certain portfolio companies of a KKR proprietary investment, KKR Credit Fund or Other Client has had or will have an economic incentive or will do something for commercial reasons that have adverse consequences for another KKR Credit Fund or Other Client or its portfolio company, such as seeking to expand its market share at the expense of the other KKR Credit Fund portfolio company, withdrawing business from the other KKR Credit Fund portfolio company in favor of another company, offering the same product or service at a lower price, increasing its own prices along with other enterprises in the industry, or commencing litigation against another KKR Credit Fund’s portfolio company. Certain KKR Credit Fund or Other Clients also obtain confidential information regarding its portfolio companies that it cannot act on or disclose to another KKR Credit Fund or Other Client or its portfolio companies due to confidentiality requirements or applicable law, though such action or disclosure might be in the latter’s interests. Accordingly, certain of such business dealings result in adverse consequences to such other KKR Credit Funds or Other Clients or their investments. While KKR Credit Funds and Other Clients have only a limited ability pursuant to their applicable governing documents to invest in portfolio companies that are private equity, special situations, strategic investments or other equity investments of other KKR Credit Funds or Other Clients, such KKR Credit Funds and Other Clients are not restricted in their ability to provide financing to a sponsor, acquisition vehicle of a sponsor or another portfolio company for the purposes of acquiring another company that represents a private equity, special situations, strategic investments or other equity investment of another KKR Credit Fund or Other Client. In addition, certain KKR Credit Fund and Other Clients will not be limited in their ability to provide financing to a borrower, or to provide debt or equity financing to a third party which in turn will use such financing to provide financing to a borrower, for the purposes of refinancing an existing loan or other debt position in the relevant borrower held by another KKR Credit Fund or Other Client. To the extent such investment opportunities arise, KKR Credit will face actual or apparent conflicts of interest, in particular in respect of its incentives to facilitate a successful exit of any such investment by the relevant KKR Credit Fund or Other Client through financing provided directly or indirectly by another KKR Credit Fund or Other Client. In addition, KKR Credit Funds and Other Clients will not be restricted in their ability to refinance loans or other debt positions held by other KKR Credit Funds or Other Clients in a borrower prior to their stated maturity. Such prepayments result in KKR Credit Funds or Other Clients receiving a lower than anticipated yield on such investments which they will not recoup through the redeployment of the relevant investment proceeds or otherwise mitigate through any early repayment penalties negotiated with the relevant borrower. While not limited to such periods, debt refinancings are more likely to occur during periods of declining interest rates. To the extent that KKR Credit Funds and Other Clients reinvest the proceeds of a prepayment in these circumstances, they will likely receive a rate of interest that is lower than the rate on the debt positions that were prepaid as a result of the refinancing. In considering such refinancing opportunities, KKR faces actual or apparent conflicts of interest, in particular in respect of its incentives to source attractive refinancing opportunities for the benefit of Other KKR Credit Funds or Other Clients. The pricing and terms of any of the foregoing refinancing
transactions will be established solely by KKR Credit and its affiliates without the involvement of an independent third party. In addition, portfolio companies of KKR proprietary entities, KKR Credit Funds or Other Clients that provide financial services enter into agreements, transactions or other arrangements with KKR Credit, certain KKR proprietary entities, and Affiliated Brokers. For example, from time to time, investments originated by KKR Credit, certain KKR proprietary entities, or Affiliated Brokers are sold to, purchased from, or distributed by a portfolio company that provides financial services. Agreements, transactions, and other arrangements entered into by a portfolio company that provides financial services directly or indirectly benefit KKR Credit, KKR proprietary entities and Affiliated Brokers, or adversely impact the relevant KKR Credit Fund or Other Client with which they do business. The interest of KKR Credit, the KKR proprietary entities, or Affiliated Brokers in maximizing its return on such investments gives rise to a conflict of interest including, but not limited to, where KKR Credit, the KKR proprietary entity or Affiliated Broker have the ability to influence or control the activities of such portfolio companies that provide financial services. KKR Credit has established policies and procedures to address these conflicts, including policies and procedures designed to ensure that any fees paid to or received from such portfolio companies are negotiated at arms-length, and that any potential conflicts are disclosed. Certain KKR proprietary entities and Affiliated Brokers, on behalf of their proprietary and client accounts, make investments in minority or majority interests in companies, businesses or other investments which are counterparties to or participants in agreements, transactions or other arrangements with portfolio companies of, a KKR Credit Fund or Other Client. These include certain Platform Managers and Platform Arrangements, loan servicing and administrative services and proprietary platforms described in detail in Item 5. In addition, certain portfolio companies of a KKR Credit Fund are likely to retain companies in which KKR or KKR Credit has a proprietary interest to provide services or products (please see Service Providers below) or could acquire an asset from such company). KKR’s ownership (indirect) of KKR Capital Markets LLC (see Item 10) is another example. Certain agreements, transactions and other arrangements entered into by KKR Credit Fund or Other Client portfolio companies and any such companies indirectly benefit KKR Credit as an owner of such companies or adversely impact any KKR Credit Fund or Other Client portfolio companies with which they do business. KKR Credit’s interest in maximizing its return on such investments can give rise to a conflict of interest in particular, but not limited to, where KKR Credit has the ability through its investments to influence the activities of such companies or encourages KKR Credit Fund or Other Client portfolio companies to transact therewith. Transactions between companies in which KKR (or any of its affiliates or personnel) acquires such proprietary interests, on the one hand, and KKR Credit Funds or Other Clients or their respective portfolio companies, on the other, are generally not expected to constitute the types of transactions that will entitle such companies to fees or other compensation that will reduce management fees payable by the KKR Credit Fund or Other Client. For example, insurance brokerage fees or IT licensing fees payable by a KKR Credit Fund portfolio company to an affiliate of KKR Credit for related services of an affiliate of KKR Credit will not reduce management fees, but will benefit the KKR Credit affiliate. Similarly, fees paid to loan servicers, Platform Managers or Asset Servicers in which KKR Credit and its affiliates have an interest will not reduce management fees. Certain KKR proprietary entities and Affiliated Brokers, on behalf of their proprietary and client accounts, are likely to make investments in companies, businesses or other investments that compete with a KKR Credit Fund’s or Other Client’s investments. For example, KKR Credit or its affiliates might invest in a company which competes with a KKR Credit Fund portfolio company. In providing advice and recommendations to, or with respect to such investments and in dealing in such investments on behalf of the relevant proprietary or client accounts, KKR Credit and its affiliates will not take into consideration the interests of the relevant KKR Credit Fund or Other Client or their portfolio companies and other investments. Accordingly, such advice, recommendations and dealings have the potential to result in
adverse consequences to such KKR Credit Funds or Other Clients or their investments. Please also see to Item 10 – Other Financial Industry Activities and Affiliations for a discussion of services provided by Affiliated Brokers to Competitor Companies. Under certain circumstances, a KKR proprietary entity could seek to hold a co-investment interest when a KKR Credit Funds sell, due to differences in strategy, asset allocation objectives or liquidity needs. KKR Credit would endeavor to determine whether there would be a negative impact on the valuations of the KKR Credit Funds prior to implementing a hold strategy for a KKR proprietary account. However, there can be no assurances that such variations in timing of investment dispositions will not result in a difference in performance for such entities, which could mean better performance for such KKR proprietary entity. As noted in response to Item 5, Employees, Senior Advisors, Executive Advisors, Industry Advisors, KKR Advisors and other Consultants sometimes serve on the boards of KKR Credit Fund or Other Client portfolio companies and in such capacity currently and could in the future receive director’s fees, which might be retained in whole or in part by the relevant Employee, Senior Advisor, Industry Advisor, KKR Advisor, or Other Consultant. Serving in such capacity gives rise to conflicts to the extent that an Employee’s fiduciary duties to a portfolio company as a director may conflict with the interests of KKR Credit Funds or Other Clients. As the KKR Credit Funds or Other Clients will generally be significant investors in such companies, it is expected that such interests will generally be aligned. Certain employees, Senior Advisors, Executive Advisors, Industry Advisors, KKR Advisors, and other Consultants also serve as directors or interim executives, or otherwise be associated with, companies that are competitors of portfolio companies of certain KKR Credit Funds or Other Clients. It would be expected that the interests of a competitor company would often not be aligned with those of a KKR Credit Fund, Other Client or their portfolio company, and consistent with the fiduciary duty owed by Employees, Senior Advisors, Executive Advisors, Industry Advisors, KKR Advisors and other Consultants to such Competitor Companies when serving on their boards, they will act in the best interests of the Competitor Companies, and not in the best interests of KKR Credit Funds or Other Clients. Having KKR Credit Employees serve as directors or interim executives of a portfolio company of a KKR Credit Fund or Other client or another company (including a portfolio company of another KKR Credit Fund, Other Client or KKR proprietary entity) will, under certain circumstances, restrict the ability of a KKR Credit Fund to invest directly in an investment opportunity that also constitutes an investment opportunity for such company. KKR Credit and its affiliates receive certain fees through third parties pursuant to participation or “backto-back” arrangements (please see Item 5 – Non-Shared Fees). While KKR Credit and its affiliates believe that such fees and other compensation are reasonable and generally at market rates for the relevant activities, such compensation is generally determined through negotiations with related parties and not on an arm’s length basis. In connection with such arrangements, KKR Credit will make determinations of market rates based on its consideration of a number of factors, which are generally expected to include KKR Credit’s experience with non-affiliated service providers as well as benchmarking data and other methodologies determined by KKR Credit to be appropriate under the circumstances. While KKR Credit and its affiliates will generally seek to obtain benchmarking data regarding the rates charged or quoted by third parties for similar services, it is possible that appropriate comparisons are not available for a number of reasons, including for example, a lack of a substantial market of providers or users of such services or the confidential and/or bespoke nature of such services. Accordingly, any such market comparison efforts by KKR Credit could potentially result in inaccurate information regarding market terms for comparable services. Depending on the nature of the relevant services provided, expenses to obtain benchmarking data will be borne by the relevant portfolio company or directly by the KKR Credit Fund, Other Client and/or such other investment vehicles and accounts that invest. As discussed below under KKR Credit Purchases/Sales of Securities Recommended to KKR Credit Funds or Other Clients, Employees and other persons associated with KKR Credit and executives of KKR Credit
Fund portfolio companies are permitted to invest in Manager Co-investment Vehicles established as coinvestment vehicles to facilitate participation by such persons in portfolio investments made by KKR Credit Funds or Other Clients (which vehicles typically will not be charged management fees or carried interest allocations, performance fees or certain expenses). Employees and other persons associated with KKR Credit as well as KKR proprietary entities also are permitted to co-invest in “opportunistic” investments by the Balance Sheet (described below), which can also be made alongside KKR Credit Funds or Other Clients. Please see the Proprietary Investments and Balance Sheet Investments sections below for further information regarding such investments. Certain KKR proprietary entities also make capital contributions to KKR Credit Funds and co-investments in portfolio companies. The KKR Public Company indirectly holds limited partnership interests in a number of KKR Credit Funds and co-investments in portfolio companies, each of which it has transferred or sold and could in the future transfer or sell (in whole or in part), to third parties (including other investors in KKR Credit Funds) in negotiated transactions. Please see the Proprietary Investments and Balance Sheet Investments sections below for further information regarding such investments Certain KKR Credit Funds and Other Clients have in the past and could in the future sell a portfolio company interest to a limited partner of a KKR Credit Fund or Other Client, including a limited partner or Other Client already directly or indirectly holding an interest in the same portfolio company or a limited partner in another KKR Credit Fund or Other Client that is not invested in the portfolio company. Because such proposed sales are from KKR Credit Funds or Other Clients (and not KKR Credit) and to limited partners of KKR Credit Funds or Other Clients and not “clients” as defined under the Advisers Act, KKR does not consider such sale transactions to be principal transactions. KKR Credit has policies and procedures to manage conflicts of interest that arise in these circumstances. Investments in which KKR Credit, KKR Credit Funds, Other Clients, and KKR Funds and/or GA Invest in Different Securities of the Same Issuer or Invest in the Same Issuer on Same or Different Dates Certain KKR Funds and KKR proprietary entities have, an investment focus that is, at least in part, similar to the focus of certain KKR Credit Funds, Other Clients and Manager Co-investment Vehicles. In particular, certain KKR Credit Funds or Other Clients co-invest in private equity and other investments made by KKR Funds and KKR Funds are permitted to co-invest in KKR Credit investment strategies and other investments alongside KKR Credit Funds and Other Clients. The overlap of investment focus can be viewed as giving rise to certain conflicts of interest, including potential conflicts in allocating and managing certain investments, between clients of KKR Credit on the one hand and KKR Funds or Other Clients on the other hand. Certain KKR Credit Funds, KKR Funds, Manager Co-investment Vehicles and other KKR proprietary entities, Other Clients and KKR affiliates, including an Affiliated Broker and Global Atlantic Accounts, invests in different parts of the capital structure of the same portfolio company (including in connection with investments in private equity, real estate and infrastructure strategies). For example, a KKR Credit Fund or a KKR affiliate, including an Affiliated Broker or Global Atlantic Account, is permitted to invest in debt securities issued by a portfolio company in which a KKR Credit Fund or Other Client has a controlling or other equity interest, or an Affiliated Broker has or in the future underwrites an offering of debt securities issued by a portfolio company that are more senior or junior to those held by a KKR Credit Fund or Other Client, or a KKR Credit Fund or Other Client have or in the future hold preferred equity in a portfolio company in which another KKR Credit Fund or Other Client holds ordinary shares. The interests of the KKR Credit Fund and such KKR Fund or KKR Credit affiliate, including any Affiliated Broker or Global Atlantic Account, will not always be aligned, which may give rise to actual or potential conflicts of interest, or the appearance of such conflicts of interest. Certain actions taken for a KKR Credit Fund or
Other Clients could be adverse to those taken for a KKR Fund, a KKR Credit affiliate, or vice versa and actions taken by an Affiliated Broker will be adverse to the interests of a KKR Credit Fund or Other Client, or vice versa. KKR and KKR Credit have policies and procedures to manage and mitigate potential conflicts of interest involved in investments by such entities in different parts of a portfolio company’s capital structure and take certain actions that, in the absence of a potential conflict, it would not take, such as (i) abstaining from exercising voting or other rights with respect to an investment in a certain debt or equity security class of a portfolio company; (ii) remaining passive in a restructuring or similar situations (including electing not to vote or voting pro rata with other security holders; (iii) investing in the same or similar classes of securities as other accounts that have existing accounts to create alignment of interests; or (iv) otherwise taking an action designed to mitigate or eliminate the conflict. Additionally, the investment programs employed by KKR Credit, KKR for KKR Funds, KKR proprietary entities, or Global Atlantic (including in connection with investments in private equity, real estate and infrastructure strategies), as applicable, will conflict from time to time with the transactions and strategies employed by KKR Credit in managing KKR Credit Funds and Other Clients (or, as applicable, other KKR Credit Funds or Other Clients). For example, where a KKR Credit Fund, Other Client, KKR Fund, KKR proprietary entities, or Global Atlantic, hold portfolio investments in the same issuer, their interests will in many cases be in conflict irrespective of whether their investments are at different levels of the capital structure. In addition, in certain cases, KKR Credit and KKR gives advice or take action (including entering into short sales, derivative transactions or other “opposite way trading” activities) with respect to the investments held by, and transactions of, certain KKR Credit Funds, Other Clients, KKR Funds or KKR proprietary entities that are different from, or otherwise inconsistent with, the advice given or timing or nature of any action taken with respect to the investments held by, and transactions of, KKR Credit Funds or Other Clients (or, as applicable, other KKR Credit Funds or Other Clients). In certain cases, such advice and actions could adversely impact a KKR Credit Fund or Other Client. The timing of entry into or exit from a portfolio investment will, in certain cases, vary as among KKR Credit Funds, Other Clients, KKR Funds, KKR proprietary entities, and Global Atlantic (including in connection with investments in private equity, real estate and infrastructure strategies ) for reasons such as differences in strategy, existing portfolio or liquidity needs. Similarly, the form of consideration received in connection with an exit of an investment will also vary among these parties if, for example, KKR proprietary entities were to receive and retain an in-kind distribution of securities, for example, through an in-kind distribution by a KKR Credit Fund, Other Client or KKR Credit Fund to its general partner, where such securities are otherwise disposed of by such KKR Credit Fund, Other Client or KKR Fund for cash, in whole or in part. These variations or lack of variation that may be imposed by the general partner in timing or the form of consideration will, in certain cases be detrimental to another KKR Credit Fund or Other Client or any such other investing entities. There can be no assurance that the terms of, or the return on, such KKR Credit Fund’s or Other Client’s investment will be equivalent to, or better than, the terms of, or the returns obtained by, a different KKR Credit Fund or Other Client, or a KKR Fund, KKR proprietary entity, or Global Atlantic, including in respect of any category of investments, nor can there be any assurance that a different KKR Credit Fund or Other Client, or a KKR Fund or KKR proprietary entity with similar investment objectives, programs or strategies, including, without limitation, any Seed Investments, will hold the same positions, obtain the same financing or perform in a substantially similar manner as such KKR Credit Fund or Other Client. Different advice and/or inconsistent actions is motivated by variety of reasons, including, without limitation, the differences between the investment objective, program, strategy or tax treatment of certain KKR Credit Funds or Other Clients, KKR Funds KKR proprietary entities, or Global Atlantic on the one hand and different KKR Credit Funds or Other Clients on the other, the regulatory status of certain KKR Credit Funds or Other Clients, KKR Funds and any related restrictions or obligations imposed on KKR Credit (or any affiliate) as a fiduciary thereof (including, for example, certain KKR Funds or Other Clients
or KKR Credit Funds invested in by pension plans and employee benefit plans and constituting “plan assets” subject to ERISA and/or Section 4975 of the Internal Revenue Code, or KKR Credit Funds or Other Clients or KKR Credit Funds that are registered as investment companies under the Investment Company Act). For example, certain KKR Credit Funds (either directly or indirectly through subsidiaries) are permitted to engage in bona fide hedging transactions in connection with their investments, and/or also enter into derivative transactions for investment purposes or, subject to the terms of the Partnership Agreements, for speculative purposes where determined appropriate by the relevant KKR Credit GP, or alternatively, to hedge a given risk related to a given investment more or less fully than such KKR Credit Fund. KKR Credit proprietary entities or Global Atlantic could also enter into such hedging arrangements in connection with investments alongside a KKR Credit Fund and, like other investors in such KKR Credit Fund, also enter into hedging arrangements in connection with their investments made through such KKR Credit Fund (including with respect to the applicable KKR Credit GP’s entitlement to receive carried interest distributions), which arrangements are not employed by such KKR Credit Fund itself. These differences in hedging strategy could result in such KKR proprietary entities or Global Atlantic achieving more or less favorable returns with respect to an investment relative to the returns achieved by the KKR Credit Fund or Other Client or other investors in the KKR Credit Fund or Other Client. In the future, certain KKR Credit Funds or Other Clients, KKR Funds or a KKR proprietary entity concurrently, or in close proximity in time with such acquisition by a different KKR Credit Fund or Other Client, establish a short position in a security acquired by such KKR Fund or Other Client (for example as collateral) or that otherwise relates to such an investment held by such KKR Credit Fund or Other Client and such short sale will result in a decrease in the price of the security acquired by or otherwise held by such KKR Credit Fund or Other Client or otherwise benefit the execution of the transaction entered into by another KKR Credit Fund or Other Client, or a KKR Fund and/or KKR proprietary entity or Global Atlantic. KKR Credit’s ability to implement any KKR Credit Fund’s or Other Client’s strategy effectively will also be limited to the extent that contractual obligations entered into in respect of investments made by a different KKR Credit Fund or Other Client, a KKR Fund or a KKR proprietary entity, or Global Atlantic. Limitations on strategy implementation also result from regulatory obligations or restrictions imposed on KKR Credit as a result of the regulatory status of KKR proprietary entities and/or different KKR Credit Funds or Other Clients, or a KKR Fund or Global Atlantic (for example, under ERISA or the Investment Company Act), including restrictions on the ability of any KKR Credit Fund or Other Client (or KKR Credit on their behalf) to invest in securities or interests that such KKR Credit Fund or Other Client are otherwise interested in pursuing or to otherwise take actions in respect of such KKR Credit Fund’s or Other Client’s or Global Atlantic’s investments that are beneficial to such KKR Credit Fund or Other Client or Global Atlantic. For example, in certain instances in connection with the sale of investments by KKR proprietary entities or KKR Credit Funds and Other Clients or Global Atlantic, KKR Credit enters into agreements prohibiting KKR Credit Funds, Other Client and KKR proprietary entities or Global Atlantic from engaging in activities that are deemed to compete with the disposed of investment for a certain period of time. Such agreements prevent KKR Credit Funds or Other Clients or Global Atlantic from acquiring investments in certain sectors or regions, including investments that otherwise would have been appropriate for KKR Credit Funds or Other Clients or Global Atlantic. KKR Credit Funds or Other Clients can also participate in re-leveraging and recapitalization transactions involving issuers of their portfolio investments in which other KKR Credit Funds, Other Clients, Global Atlantic Accounts or KKR Funds have invested or will invest. Recapitalization transactions will present conflicts of interest, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms.
For example, with respect to a KKR Credit Fund’s, Other Client’s or KKR affiliates’ (including an Affiliated Broker and/or Global Atlantic Accounts) debt investments in certain companies, KKR Funds and/or Global Atlantic Accounts could invest in equity issued by the same companies. Certain interests of the KKR Credit Fund or Other Client or KKR affiliate (including an Affiliated Broker and/or Global Atlantic Account) might not be aligned in all circumstances with the interests of the KKR Funds and/or Global Atlantic Accounts to the extent that they hold equity interests, which could create actual or potential conflicts of interest or the appearance of such conflicts. In that regard, certain actions taken by KKR (or any affiliate) or the KKR Funds and/or Global Atlantic Accounts will be adverse to the KKR Credit Fund, Other Client or KKR affiliates (including an Affiliated Broker and/or Global Atlantic Accounts). The involvement of KKR, on the one hand, and KKR Credit, on the other hand, at both the equity and debt levels could inhibit strategic information exchanges among other creditors. In certain circumstances, KKR Credit Funds, Other Clients, KKR Funds or KKR affiliates (including an Affiliated Broker and/or Global Atlantic Accounts) will be prohibited from exercising voting or other rights, and could be subject to claims by other creditors with respect to the subordination of their interest. The interests of the KKR Credit Fund, Other Client, KKR Credit and/or KKR Funds or KKR affiliates (including an Affiliated Broker and/or Global Atlantic Accounts) investing in different parts of the capital structure of a portfolio company are particularly likely to conflict in the case of financial stress or distress of the company and such conflicts will be increased where KKR and/or KKR Funds hold material equity interests in a portfolio company or otherwise have a material influence on its management. If additional financing is necessary as a result of financial or other difficulties of a portfolio company, or to finance growth or other opportunities, in certain cases, it will not be in the best interests of a KKR Credit Fund, Other Client or KKR affiliate (including an Affiliated Broker and/or Global Atlantic Account), as a holder of debt issued by such company, to provide such additional financing and the ability of KKR to recommend such additional financing as being in the best interests of KKR Credit Funds or Other Clients will be impaired or limited. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any workout or restructuring, raise conflicts of interest. In addition, it is possible that, in a bankruptcy proceeding, KKR Credit Funds or Other Client’s interests will be subordinated or otherwise adversely affected by virtue of KKR’s, KKR Fund’s or Other Client’s or KKR affiliates’ (including an Affiliated Broker and/or Global Atlantic Accounts) involvement and actions relating to their investments. There can be no assurance that the term of or the return on a KKR Credit Fund’s or Other Client’s investment in a portfolio company will be equivalent to or better than the term of or the returns obtained by a KKR Fund or KKR affiliate (including an Affiliated Broker and/or Global Atlantic Account) participating in the transaction. In certain circumstances, actions taken by KKR in respect of any KKR Fund’s interest in a portfolio company could result in a loss or substantial dilution of KKR Credit Fund’s or Other Client’s investment in the same portfolio company, while KKR, or a KKR Fund or KKR affiliate (including an Affiliated Broker and/or Global Atlantic Account) recovers all or part of amounts due to it. In addition, where a KKR Credit Fund or Other Client is a creditor of a portfolio company in which a KKR Fund holds equity securities, KKR Credit or such KKR Credit Fund or Other Client has and will in the future take actions in its own interests with respect to its rights as a creditor (for example, with respect to breaches of covenants) that may be adverse to the interests of the KKR Fund or KKR affiliates (including an Affiliated Broker and/or Global Atlantic Accounts) as a more junior debt holder or as an equity holder. Similarly, KKR Credit’s ability to implement a KKR Credit Fund’s or Other Client’s strategies effectively will be limited to the extent that contractual obligations entered into in respect of the activities of KKR, KKR Funds, or KKR affiliates (including an Affiliated Broker and/or Global Atlantic Accounts) impose restrictions on such KKR Credit Fund or Other Client engaging in transactions that KKR Credit is interested in otherwise pursuing. Similar issues will arise with KKR Credit Funds and/or Other Funds are investing in different parts of the capital structure of the same portfolio company (e.g., in senior and junior debt or equity issued by the same company).
KKR Credit Funds, Other Clients, their portfolio companies and other entities in or through which KKR Credit Funds and Other Clients invest will enter into deal-contingent hedging arrangements with respect to prospective investments. Under these arrangements, in exchange for a fixed fee a bank or other counterparty unaffiliated with KKR Credit will agree to assume the market risk associated with a hedging arrangement entered into by or on behalf of the KKR Credit Fund, Other Client or such other entity in or through which a potential investment is proposed to be made (e.g., with respect to FX or interest rate risk) in the event that the relevant investment is ultimately not consummated. An affiliate of KKR Credit will in turn enter into agreements with such counterparty pursuant to which such KKR Credit affiliate will agree to assume some portion of the market risk under the deal-contingent hedging arrangement in consideration for a portion of the fee payable to such counterparty (see also Item 5 above). In these circumstances, the interests of the KKR Credit affiliate receiving this Indirect Fee in a deal-contingent hedging arrangement will not always be aligned with the interests of the KKR Credit Fund or Other Client. For example, if there is a market decline between the time the deal-contingent hedging arrangement is entered into and the closing of the investment, then the KKR Credit affiliate participating in such hedging arrangement will be facing an unrealized loss (which could be substantial) that could be avoided by consummating the investment since the loss would only by realized if the investment does not close. Conversely, if there is a market increase between the time when the deal-contingent hedging arrangement is entered into and the closing of the investment, then the KKR Credit affiliate participating in such hedging arrangement will be facing an unrealized gain (which could be substantial) that could be realized by not consummating the investment since the gain would only be crystallized if the investment does not close. As a result, KKR Credit will face actual or apparent conflicts of interest in connection with the consummation (or abandonment) of an investment with respect to which a KKR Credit affiliate has participated in a related deal-contingent hedging arrangement. KKR has a global conflicts and compliance committee (the “Global Conflicts Committee”) comprised of senior employees from across KKR’s asset management, legal and compliance groups. KKR’s Global Conflicts Committee reviews conflicts of interest that arise in KKR’s business, including conflicts relating to specific transactions and circumstances, as well as those implicit in the overall activities of KKR and its various businesses. Additionally, KKR Credit has established its own conflicts committee (the “KKR Credit Conflicts Committee”), a separate sub-committee which reviews conflicts of interest that arise in KKR Credit’s course of business, including conflicts relating to specific transactions and/or circumstances, and reports up to the Global Conflicts Committee. In addition, KKR Credit has established conflicts of interest policies and procedures intended to manage and mitigate potential conflicts of interest inherent in investments by KKR Credit Funds, Other Clients and KKR Funds in portfolio companies of other KKR Credit Funds or Other Clients. These policies and procedures, which include limitations on both the maximum amounts and types of certain such investment and procedures relating to transacting in the securities of such companies when they become distressed, are intended to supplement such restrictions and other requirements relating to such investments disclosed in the offering materials, disclosure documents and/or governing documents of any KKR Credit, Other Client or KKR Fund. KKR Credit Funds or Other Clients will seek to manage conflicts in an appropriate manner (which could involve, by way of example and without limitation, refraining from investing in, contributing additional capital to, or disposing of the investment giving rise to the conflicts of interest, or referring the matter to independent third-parties, obtaining a third-party fairness opinion, or seeking consent from a KKR Credit Fund’s or Other Client’s limited partner advisory committee or limited partners, or by a committee of independent directors, if applicable, or other means of resolving the conflict, to the extent permitted under the governing documents of such KKR Credit Fund or Other Client). See also “Proprietary Investments” below, which describes the potential for Balance Sheet involvement as an investor in portfolio companies of KKR Funds, KKR Credit Funds or Other Clients, including the potential role of KKR proprietary entities as sponsor of, or investment vehicles or continuation funds that invest in portfolio companies of other KKR Funds, KKR Credit Funds or Other Clients.
To the extent KKR Credit Funds, Other Clients, Global Atlantic Accounts, or KKR Funds and any relevant dedicated single or multiple asset co-investment vehicles (and their related co-investors) co-invest in the same securities of the same issuer, KKR also will generally seek to ensure that all participants in such coinvestments participate on comparable terms. This will not be practicable or appropriate in all circumstances, however, and, subject to applicable law, a KKR Credit Fund or Other Client or coinvestment vehicle will participate in such investments on different and potentially less favorable terms than other participants if KKR Credit deems such participation as being otherwise in the best interests of any relevant KKR Credit Fund or Other Client. In addition to investing alongside KKR Credit Funds, certain KKR Credit Funds and other Clients will invest as limited partners in KKR Credit Funds and will have the right to exercise any vote, consent or waiver required or permitted under the partnership agreements of the KKR Credit Funds in which they invest in the same manner as other limited partners in such KKR Credit Funds. Such KKR Credit Funds typically (but not always) provide that all or certain votes, consents or waivers are exercised by the underlying investor(s) or other third-party participants indirectly invested in such KKR Credit Funds. To the extent that any such vote, waiver or consent is permitted to be exercised independently by KKR Credit or an affiliate in its capacity as general partner, manager or a similar role KKR Credit and its affiliates will seek to exercise such vote, waiver or consent in accordance with the interests of such KKR Credit Funds or Other Clients investing as limited partners in KKR Credit Funds, or alternatively be voted in accordance with prescribed mechanisms (i.e., in the same proportions as other limited partners vote with respect to the relevant item). Further, in many circumstances, advisory committee approval (or any other form of client approval) will not be required under the governing documents of KKR Credit Funds and Other Clients for other KKR investment vehicles, proprietary entities or co-investors to acquire an interest in an existing investment of KKR Credit Funds or Other Clients pursuant to a transaction that such KKR Credit Funds or Other Clients elect not, or are unable, to participate in. Investments of Stakes and Seeds Funds and Other Pooled Funds Stakes and Seeds Funds and pooled funds or separate accounts managed by portfolio companies (or divisions or subsidiaries of portfolio companies) of KKR Funds or Other Clients pursue a broad range of investment strategies and invest in a broad range of securities and instruments and other assets globally. Certain of these funds or accounts invest in securities or other financial instruments of companies (or issuers) in which KKR Credit Funds or Other Clients also have an interest. These funds and accounts also invest in competitors of KKR Credit Funds, Other Clients or their respective portfolio companies. In addition, KKR Credit Funds and Other Clients can participate in co-investment opportunities that are sourced or managed by a Stakes and Seeds Manager. Certain actions taken by any Stakes and Seeds Manager or other funds or accounts in respect of any of the foregoing adversely impact a KKR Credit Fund or Other Client. Generally, any such investments and actions will be controlled by the respective Stakes and Seeds Manager and will generally be outside the control and oversight of KKR or KKR Credit. However, as it relates to investment opportunities where KKR Credit Funds and Other Clients directly participate in a strategy managed by a Stakes and Seeds Manager or where a Stakes and Seeds Manager participates in co-investment opportunities sourced by KKR Credit, its Funds or Other Clients, control and supervisory oversight will be retained by KKR Credit. CLO Transactions Affiliates of KKR Credit and KKR could invest in CLOs managed by KKR Credit and could hold interests with priority and other rights different (and in some cases, better) than those held by unaffiliated investors in different levels of the CLO’s capital structure. The differences in rights sometimes create a conflict of interest for KKR Credit in determining whether to take certain actions on behalf of the CLO, as a KKR
Credit client, as a whole which can have a different impact on a particular investor. KKR Credit has adopted a policy designed to avoid any such conflicts, or to mitigate a conflict that arises. Collateralized Debt Obligations The Funds could invest in collateralized debt obligations and similar structured debt products (collectively, “CDO Instruments”) including instruments issued by collateralized debt obligations that are structured, managed and/or advised by KKR Credit or its affiliates. CDO Instruments in which the KKR Credit Funds or Other Clients invests will be backed by certain fixed income instruments, such as ABS, corporate leveraged loans, credit default swaps and other derivatives. CDO instruments are instruments representing interests in pools, the underlying asset classes of which include bonds, debentures, syndicated loans and private placement debt and are limited-recourse obligations of the issuer thereof payable solely from the underlying instruments in the portfolio of such issuer. CDO instruments are subject to various risks including the following credit, liquidity, interest rate and other risks. CDO instruments can invest in concentrated portfolios of assets. The concentration of an underlying portfolio in any one obligor would subject the holder of the related CDO instruments to a greater degree of risk with respect to defaults by such obligor and the concentration of a portfolio in any one industry or region would subject the holder of the related CDO instruments to a greater degree of risk with respect to economic downturns relating to such industry or region. The value of the CDO instruments owned by the KKR Credit Funds or Other Clients generally will fluctuate with, among other things, the financial condition of the obligors or issuers of the underlying portfolio of assets of the related CDO (“CDO Collateral”), general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. CDO instruments are subject to significant interest rate risk. Some of the CDO collateral of an issuer of a CDO instrument bears interest at a fixed rate, while such CDO instrument typically bears interest at a floating rate. As a result, there could be a floating/fixed rate mismatch between such CDO instrument and the CDO Collateral. KKR Credit Purchases/Sales of Securities Recommended to KKR Credit Clients Co-Investment Vehicles As indicated above in response to Item 4, KKR Credit (and its affiliates) offer and sponsor a number of vehicles that are dedicated co-investment vehicles that facilitate the co-investment by third party coinvestors in single or multiple portfolio companies alongside other KKR Credit Funds and Other Clients including Global Atlantic. Any such vehicle will be established at KKR Credit’s or its affiliates sole discretion, and KKR Credit and its affiliates have no obligation to offer a similar opportunity to any investors. Co-investment vehicles include, but are not limited to, investment vehicles that are only open to investment by Employees, Senior Advisors, Executive Advisors, Industry Advisors, and other persons associated with KKR, including executives of KKR portfolio companies and external consultants (i.e., Manager Co-investment Vehicles). These vehicles and their related co-investors will to the extent practicable typically invest in portfolio companies at the same time and price and on the same terms as the flagship KKR Credit Fund in the relevant strategy. These special purpose vehicles are established and administered by KKR Credit and its affiliates to facilitate the investments and related investment decisions and activities of such third-party co-investors. KKR Credit does not provide investment management, advisory, monitoring or supervisory services to such vehicles or the related co-investors. KKR Credit (and its affiliates) will sometimes charge management fees or receives incentive allocations for its services to
certain co-investment vehicles. KKR Credit (and its affiliates) does not charge management fees or receive incentive allocations for its services to Manager Co- investment Vehicles and KKR Credit (or its affiliates) retains any allocated monitoring fees, transaction fees and service costs that could otherwise be allocated to these vehicles, co-investment vehicles or KKR proprietary entities based on their respective ownership of the relevant company or investment as discussed above in Item 5. KKR Credit (or its affiliates) also bear any allocable share of expenses on behalf of these vehicles. Proprietary Investments KKR & Co. uses its balance sheet and the balance sheet of its subsidiaries (the “Balance Sheet”) as a significant source of capital to further grow and expand its business, increase its participation in existing businesses, and improve the liquidity profile of the Firm. The Balance Sheet includes general partner capital commitments to, and limited partnership interests in certain KKR Credit Funds, KKR Funds and coinvestments in certain portfolio companies of KKR Funds and KKR Credit Funds. The Balance Sheet also owns a 100% economic interest in Global Atlantic, the assets of KKR Financial Holdings LLC (“KFN”) and interests in Stakes and Seed Managers. The Balance Sheet also holds other assets used in the development of the KKR Public Company’s business, including seed capital for the purpose of developing, evaluating and testing potential investment strategies or products (“Seed Investments”). The Balance Sheet also engages in certain structured finance transactions to improve the liquidity profile of the Firm and further expand its investor base. For example, the Balance Sheet has established alternative asset financing vehicles and certain separate structured managed accounts to obtain financing on pools of assets, including assets from the Balance Sheet, in consideration for providing the lenders with a portion of the upside in such investments and retaining a “first loss” position with respect to any depreciation in the value of such investments over a designated term. Subject to any required insurance regulatory approvals and the operative agreements of KKR Credit Funds and Other Clients, Global Atlantic Accounts could serve as lenders to or invest in the equity of structured finance transactions, invest directly into KKR Funds as a limited partner, and invest in the debt or equity of portfolio investments of KKR Credit Funds, including at different levels of a portfolio company’s capital structure than other clients and co-investors. From time to time, the Balance Sheet will bridge investment activity during fundraising for a KKR Credit Fund by making Seed Investments for new KKR Credit Funds and also to acquire investments in order to help establish a track record for fundraising in new strategies. In addition, in certain circumstances the Balance Sheet could make a capital commitment to a KKR Credit Fund or Other Client in order to “bridge” a capital commitment by a prospective investor that is unable to complete its subscription prior to the final closing of the relevant vehicle. Such a “bridge” by the Balance Sheet is effected through a limited partner commitment by the Balance Sheet, which is subsequently transferred to the prospective investor or, subject to the minimum commitment amount for the KKR Credit Fund or Other Client, through the conversion of a portion of the interest of the general partner of the KKR Credit Fund or Other Client into a limited partner interest, followed by the transfer of the relevant interest to the prospective investor. In addition, a KKR Credit Fund or Other Client might, subject to applicable law and applicable requirements in their governing documents, including potentially obtaining advisory committee consent, determine to sell a particular portfolio company interest into a separate vehicle, managed by KKR Credit and/or a third party advisor, with different terms the KKR Credit Fund or Other Client (i.e., longer duration), and provide investors with the option to monetize their investment with the KKR Credit Fund or Other Client at the time of such sale, or to roll all or a portion of their interest in the portfolio company into the new vehicle. Under such circumstances, KKR Credit invests in or alongside the new vehicle, or hold the entirety of the portfolio company interest sold by the KKR Credit Fund or Other Client through or alongside the new vehicle (i.e., in the event that all investors elect to monetize their investment at the time of sale to the new vehicle). In addition, KKR Credit could establish and would likely receive carried interest or other incentive compensation as a result of such transaction. New KKR Credit Funds and/or other investment vehicles with
capital from third party investors and/or the Balance Sheet, which has an investment strategy specifically designed for the purpose of acquiring portfolio companies or portfolio company interests in secondary market transactions from third party funds and/or KKR Credit Funds (sometimes referred to as a “continuation fund”). In a typical continuation fund transaction, one or more assets of an existing fund are acquired by a new vehicle managed by the same sponsor. Investors in the existing fund may be offered the option either to sell (i.e., to cash out) or “roll” their interests into the continuation fund (i.e., to remain invested in the underlying asset), and new investors will invest into the continuation fund generally in cash, and generally as a means of providing liquidity for investors in the existing fund who have elected to sell. When KKR Credit sponsors or advises a continuation fund or investment vehicle intended for this or a similar purpose, the Balance Sheet would likely participate as a new investor, notwithstanding the fact that KKR Credit or its affiliates also serve as investment adviser to the KKR Credit Funds or Other Clients selling such portfolio company or portfolio company interest and would likely receive carried interest or other incentive compensation as a result of such transaction. In the event that a KKR Credit Fund or Other Client proposes to sell any assets to a continuation fund and that sale fails to close for any reason, such KKR Credit Fund or Other Client would typically bear the sourcing and diligence expenses related to the proposed transaction, including fees for services that would only have accrued to the benefit of certain subsets of investors, such as investors electing to continue their participation, if the transaction had closed. As described above, KKR Credit has established a conflicts of interest policies and procedures intended to mitigate potential conflicts of interest inherent in investments by KKR Credit Funds, Other Clients or KKR Credit proprietary entities in portfolio companies of other KKR Funds, Other Clients or KKR Credit Funds. These policies and procedures are intended to supplement the restrictions and other requirements relating to such investments, as disclosed in the governing documents of KKR Credit Funds, Other Clients and KKR Credit Funds. KKR Credit Funds and Other Clients will seek to manage such conflicts in an appropriate manner, which could involve, by way of example and without limitation, referring the matter to independent third parties, obtaining a third-party fairness opinion, seeking consent from a limited partner advisory committee or the investors of a KKR Credit Fund or Other Client, or by a committee of independent directors, if applicable, or other means of resolving the conflict, to the extent permitted under the governing documents of such KKR Credit Funds or Other Clients. KKR Credit has adopted policies and procedures (the “Balance Sheet Guidelines”) to mitigate potential conflicts of interest between the investment activities of the Balance Sheet on the one hand and any KKR Credit Fund (or Other Client) on the other. Under the Balance Sheet Guidelines, the use of the Balance Sheet is categorized generally into three primary categories: (1) enterprise, (2) opportunistic, and (3) operational funding. Enterprise uses of the Balance Sheet principally focus on acquiring or owning assets in the financial services industry to enhance the KKR Public Company’s businesses or earnings. Examples of such uses include strategic acquisitions, such as Global Atlantic, KJRM, KFN and the strategic partnership with FS Investments, general partner commitments to KKR Credit Funds and KKR Funds, warehoused investments for KKR Credit Funds and KKR Funds and Stakes and Seed Managers, or other strategic uses principally focused on supporting new investment strategies, sourcing channels or relationships. For the sake of clarity, Stakes and Seed Managers are separate and distinct from Seed Investments. Investments in Stakes and Seed Managers involve strategic, non-controlling investments in third-party managers (and their funds) while Seed Investments are strategic investments managed by KKR (or its affiliates). If a potential (nonwarehoused) investment is determined by KKR in its discretion to be strategic in nature, then such investment opportunity (including the acquisition of assets that are within the investment focus of any KKR Credit Fund or Other Client) is deemed not within the investment focus of any KKR Credit Fund or Other Client and will not be allocated accordingly. In addition, KKR from time to time will determine that an investment in a company is strategic at one given time but an investment in a similar company is opportunistic at a later time due to geographic or other considerations (including, but not limited to, investments in different parts of the capital structure).
Opportunistic uses are investments principally made to generate a return on investment and KKR can make opportunistic investments pursuant to investment strategies that mirror or are similar to, in whole or in part, investment strategies implemented by KKR Credit on behalf of KKR Credit Funds or Other Clients due to geographic or other considerations. KKR seeks to mitigate potential conflicts of interest arising from opportunistic investments by first offering, where KKR believes it is appropriate, such investments to relevant KKR Credit Funds or Other Clients. Similarly, KKR has established investment vehicles with both third- party capital and Balance Sheet capital to be deployed over the next five years in core investments in certain private equity and real asset opportunities, including opportunities that are the same as or similar to opportunities targeted by certain KKR or KKR Credit Funds or Other Clients. Because more than 30% of certain core investment vehicles is comprised of the KKR Public Company’s proprietary Balance Sheet capital, KKR treats such core investment vehicles as a proprietary entity. The core investment vehicles target opportunistic “core” investments, which are typically characterized by an expectation of lower returns and risks and longer hold periods than typical private equity investments, although no single attribute is determinative and attributes of a particular core investment change over time so that the realized return, risks and hold period of any particular core investment could become similar to those of a KKR or KKR Credit Fund or Other Client. While the targeted hold period for a core investment is generally longer than the targeted hold period for traditional private equity-focused KKR Funds’ and Other Clients’ investments, there are other attributes of core investments that are similar to investments targeted by traditional private equity-focused KKR Funds and Other Clients, such as the amount of leverage and the greater focus on income generation. In order to manage potential conflicts related to the allocation of such opportunistic core investments, KKR has established allocation policies and procedures which provide for core investments to be offered to relevant KKR or KKR Credit Funds and Other Clients pursuing the relevant private equity strategies and certain other investor transparency measures. KKR & Co. has a third segment for Public Company reporting purposes named “Strategic Holdings,” which is initially comprised of the Balance Sheet’s participation in the core private equity strategy and our Strategic Holdings segment. In KKR’s core private equity strategy already investing in other companies, the objective is to acquire and manage controlling interests in operating companies, which KKR intends to hold over a longer period of time and that KKR believes to have a lower anticipated risk profile than the investments in businesses acquired through traditional private equity strategy. These core private equity portfolio companies are generally expected to be more stable and typically have lower leverage over the holding period than traditional private equity portfolio companies. KKR also acquires other long-term assets in our Strategic Holdings segment that is not part of the core private equity strategy, and KKR’s Strategic Holdings segment is not limited to specific industry or constrained to any investment strategy that KKR manages for their investment funds or vehicles. The success of deploying Balance Sheet assets and generating returns on this capital for KKR, particularly as it relates to the Strategic Holdings segment, will depend, among other things, on the availability of suitable opportunities after giving priority in investment opportunities to advisory clients, and the investment performance, including dividends, of the Firm’s Balance Sheet stakes in core private equity portfolio companies. KKR proprietary entities from time to time co-invest in other KKR Credit Funds’ or Other Clients’ investments in portfolio companies. Co-investments by KKR proprietary entities result in less availability of discretionary investment opportunities for third parties. KKR Credit does not generally charge management or administration fees or performance related compensation for its services to such other KKR proprietary entities for such co-investment opportunities and KKR Credit (or its affiliates) retains any allocated monitoring fees, transaction fees and services costs based on their respective ownership of the relevant investment in a portfolio company. KKR Credit also bears its allocable share of expenses related to such co-investments on behalf of such KKR proprietary entities. The core investment vehicles also coinvest alongside certain KKR or KKR Credit Funds or Other Clients from time to time in investments that fall within their respective strategies and also meet the criteria for opportunistic core investments. Application of KKR Credit’s allocation policies and procedures will in certain cases result in allocations of
investment opportunities between KKR Credit Funds or Other Clients on the one hand and KKR proprietary entities on the other, that are non-pro rata (including a greater than pro rata allocation to a proprietary account) relative to a KKR Credit Fund or Other Client in either the same or different parts of a target company’s capital structure. Please also see “Allocations of Investment Opportunities” below for further information. In addition, a KKR Credit Fund or Other Client can, subject to applicable requirements in their governing documents, including potentially obtaining limited partner advisory committee consent, determine to sell a particular portfolio company interest into a separate vehicle, advised by KKR Credit and/or a third-party advisor, with different terms than the KKR Credit Fund or Other Client (for example, longer duration). Under such circumstances, KKR Credit will invest in the new vehicle alongside participating limited partners, or hold the entirety of the portfolio company interest sold by the KKR Credit Fund or Other Client through the new vehicle. Moreover, KKR manages proprietary entities according to investment strategies that are inconsistent with, or deviate in material aspects from, the investment strategies pursued by KKR Credit Funds or Other Clients. The foregoing proprietary entities, including Seed Investments, KFN and Global Atlantic Accounts, invest in similar or the same types of securities, properties or other assets in which KKR Credit Funds or Other Clients invest or otherwise do or could in the future, or have investment objectives, programs, strategies and positions that are similar to, or conflict with, those of KKR Credit Funds or Other Clients. These proprietary entities will, in certain circumstances, compete with, and have interests adverse to a KKR Credit Fund or Other Client. The existence of Seed Investments and KKR proprietary entities, including KFN and Global Atlantic Accounts, investing in the same or similar investments made by KKR Credit Funds or Other Clients could, among other adverse consequences, affect the prices of the investments, securities, properties or other assets in which a KKR Credit Fund or Other Client invests and will affect the availability of such assets. In certain such circumstances, KKR’s interest in maximizing the investment return of its proprietary entities and those of its affiliates will create a conflict of interest in that KKR will have an economic motivation to allocate more attractive investments to the proprietary entities under its management, and allocate less attractive investments to the KKR Credit Funds or Other Clients. Similarly, KKR will have an economic incentive to allocate scarce investment opportunities to the proprietary entities under its management rather than to the KKR Credit Funds or Other Clients. Investment executives who participate in investment decisions made on behalf of KKR Credit Funds or Other Clients as described above are also involved in the investment activities of the Balance Sheet. As noted above, the Balance Sheet Guidelines seek to mitigate the potential conflicts of interest. Lastly, the Balance Sheet’s operational funding uses typically consist of activities to facilitate normal course transactions in support of the KKR Public Company’s businesses, including credit support to KKR Credit GP obligations to KKR Credit Funds and Other Clients and support of certain transactions by KKR Credit Funds and Other Clients. Examples of such activities include capital support for the activities of Affiliated Brokers and treasury and liquidity management investments. Operational activities also include provision by the Balance Sheet of credit support to a KKR Credit GP’s obligation to a KKR Credit Fund or Other Client to support certain transactions by KKR Credit Funds or Other Clients as well as support of certain transactions by KKR Credit Funds or Other Clients or by their portfolio companies. For example, the Balance Sheet, also, from time to time, provides interest-free loans to special purpose vehicles or other entities through which a KKR Credit Fund or Other Client invests or to platform vehicles in order to bridge down payments or other transactional or operational needs of a portfolio investment pending the receipt by such entities of capital contributions from the KKR Credit Fund or Other Client and other equity owners. KKR has also provided, and could in the future provide, an interest bearing loan to a KKR Credit Fund to enable the KKR Credit Fund to acquire a portfolio investment prior to the KKR Credit Fund or Other Client obtaining a credit facility, and subject to any required insurance regulatory approvals and the governing agreements of applicable KKR Credit Funds and Other Clients, Global Atlantic Accounts serve as a lender in such circumstances. As an additional example, a KKR proprietary account, has in the past and could in the future, guarantee the obligations of a KKR Credit GP entity to post collateral on behalf of a KKR Credit
investment vehicle in connection with such investment vehicle’s derivative transactions, and has also agreed to be liable for certain investment losses and/or for providing liquidity in the events specified in the governing documents of other KKR Credit investment vehicles. KKR has also provided credit support regarding repayment obligations to third-party lenders to certain of its employees, excluding its executive officers, in connection with their personal investments in KKR Credit Funds and to a strategic partner regarding the ownership of its business. KKR also might become liable for certain fees payable to sellers of businesses or assets if a transaction does not close, subject to certain conditions, if any, specified in the acquisition agreements for such businesses or assets. Operational funding activities are not offered to KKR Credit Funds or Other Clients for investment allocation purposes. Structured Finance Arrangements Moreover, from time-to-time, KKR Credit finances, securitizes or employs other structured finance arrangements in respect of certain Balance Sheet assets. Such entities are permitted to hold limited partner interests in certain KKR Credit Funds. For example, KKR Credit has developed and completed several structured transactions in which KKR Credit provides subordinated or equity financing and third party investors provide senior financing to an investment vehicle that invests in KKR Credit Funds and certain other investment assets, and expects to continue to do so in the future. With respect to certain of the foregoing structured finance arrangements, the interests of KKR Credit financing partners in KKR Credit Funds will not be subject to management fees or carried interest. KKR Credit also employs structured financing arrangements with respect to co-investment interests and investments in KKR Credit Funds made by KKR’s Balance Sheet or its affiliates, and could employ structured finance arrangements in connection with funding the investment by Balance Sheet investments in KKR Credit Funds (including, for example, through securitized structures or other forms of structured finance to provide leverage for the General Partner’s commitment to a KKR Credit Fund). KKR Credit has also established structured finance vehicles in which certain employees of KKR Credit or its affiliates and/or third-party co-investors are offered the opportunity to invest in the equity interest alongside, or in lieu of, the Balance Sheet. KKR Credit is in the process of seeking additional financing partners, which will also include Global Atlantic Accounts providing the senior or subordinated or equity financing in structured finance arrangements alongside, or in lieu of, the Balance Sheet, subject to any required insurance regulatory approvals and the operative agreements of KKR Credit Funds and Other Clients. Structured finance arrangements could alter KKR Credit’s returns and risk exposure as compared to KKR Credit holding such assets outside of such structured finance arrangements and could create incentives for KKR Credit to take actions in respect of such assets that it otherwise would not in the absence of such arrangements. Subject to the governing document of KKR Credit Funds, a portion of the minimum KKR Credit GP commitment to a KKR Credit Fund could be funded by a structured financing vehicle, even where the sole purpose of such vehicle is not to make capital commitments to the KKR Credit Fund. KKR Credit financing partners are generally entitled to and subject to the same rights and obligations as other investors in KKR Credit Funds. Whether KKR Credit financing partners will be permitted to vote in respect of capital commitments to a KKR Credit Fund made by structured finance arrangements, and the manner in which any vote, consent or waiver is exercised by relevant KKR Credit financing partners (if permitted), will depend on the terms of the structured finance arrangement and the governing documents of relevant KKR Credit Funds into which the structured financing vehicle invests. Such governing documents sometimes provide that votes, waivers or consents are permitted to be exercised by KKR Credit and its affiliates in their capacity as majority interest owner of the structured financing vehicle, in which case such votes, waivers or consents will be exercised by KKR Credit and its affiliates. Where applicable, KKR Credit and its affiliates are entitled to take into account their own interests in exercising any such vote. Allocations of Investment Opportunities
KKR Credit has adopted policies and procedures designed to ensure allocations of opportunities among KKR Credit Funds, Other Clients, Manager Co-investment Vehicles, KKR proprietary entities that participate in the relevant KKR Credit investment strategy, including Global Atlantic accounts, and, as applicable, HCRM Clients, to the extent practicable and in accordance with each such entity’s applicable investment strategies, are made on a fair and equitable basis over time. These policies and procedures are in addition to policies and procedures adopted by KKR that seek to allocate investment opportunities and related co-investment opportunities among KKR Credit Funds or Other Clients, KKR proprietary entities or other KKR Credit Funds, Global Atlantic accounts, HCRM Clients, or other parties, including other coinvestors (as defined below under “Allocations of Investment Opportunities – Co-investors”), in the event there is an overlap of investment strategies with KKR. Such policies and procedures are further supported by specific guidelines addressing proprietary investment activity which may occur alongside KKR Credit Funds and Other Clients, and other supplemental investment allocation policies and procedures specific to certain investment strategies as further described below. With respect to investment strategies that Global Atlantic Accounts have a regular allocation to, KKR Credit (including KKR) generally expects to treat Global Atlantic Accounts as an Other Client for the purposes of allocating investment opportunities and related fees and expenses. Global Atlantic Accounts are defined as a “Hybrid Account” within KKR Credit’s allocation methodology because they have qualities of both proprietary accounts and client accounts. Please see “Allocations of Investment Opportunities – Balance Sheet Investments and Global Atlantic,” below for further information regarding KKR Credit’s allocation procedures with respect to certain proprietary investments, including with respect to Global Atlantic Accounts. Certain allocations of investment opportunities among KKR Credit Funds, or Other Clients, Manager Coinvestment Vehicles and those KKR proprietary entities that participate in the relevant KKR Credit investment strategy, are overseen by KKR Credit Conflicts Committee. Investment allocation review and general oversight has been delegated to an Allocation Sub-Committee which provides periodic reporting to the KKR Credit Conflicts Committee. Escalation to KKR’s Global Conflicts Committee may be determined as an appropriate action by the KKR Credit Conflicts Committee, from time to time. Notwithstanding the application of the foregoing policies and procedures, KKR proprietary entities will, in certain circumstances, over any particular time period, and over all time periods, have better performance than the KKR Credit Funds and Other Clients. In order to manage the allocation of investment opportunities, and to maintain the integrity of the investment strategy and track record of any Seed Investment or a KKR proprietary entity, investments will be allocated in a manner consistent with and pursuant to KKR Credit’s allocation procedures. Under these procedures, the conflicts inherent in making such allocation decisions will not always be resolved to the advantage of the KKR Credit Funds and Other Clients. Moreover, except as provided in the governing documents of KKR Credit Funds or Other Clients, no KKR Credit Fund or Other Client will necessarily have any priority with respect to any category of investment opportunities in accordance with KKR Credit’s allocation methodology (as discussed below) and may result in a KKR Credit Fund or Other Client being allocated less than a pro rata share of an investment opportunity or none of such opportunity. Types of KKR Credit Funds or Other Clients In determining how an investment opportunity will be allocated and whether, and how much of, a specific investment opportunity will be offered to KKR Credit Funds or Other Clients including Seed Investments, proprietary entities and co-investors, KKR Credit considers the following types of relationships: Primary accounts represent those KKR Credit Funds or Other Clients that have a right to participate in KKR Credit investment opportunities on a pro rata basis (based on capacity and relevant investment criteria and limitations as further described below – Process) along with other KKR Credit Funds and Other Clients
that have a primary allocation to the respective KKR Credit investment strategy (a “KKR Credit Strategy”) in which the investment opportunity is aligned (“Primary Accounts”). Primary Accounts Multi-investor KKR Credit Funds and funds-of-one managed by KKR Credit.
Private Funds Registered Funds
Investment The BDCs and RICs registered under the Investment Company Act of 1940 where KKR Credit or FS/KKR Advisor, LLC serves as investment adviser or sub-adviser to the Registered Investment Fund.
SMAs
KKR Credit Funds or Other Clients managed by KKR Credit pursuant to managed account arrangements.
Affiliated Co- Investment KKR Credit Funds or Other Clients managed by an affiliated advisor that have an allocation to a KKR Credit Strategy and right to Accounts participate pro rata along with other Primary Accounts. Strategy Overlap
KKR Funds and Other Clients managed by an affiliated advisor that have a right to participate pro rata along with other Primary Accounts where an allocation methodology has been agreed upon.
CLOs
Collateralized loan obligation vehicles managed by KKR Credit.
Manager Co-investment These vehicles are permitted to invest alongside KKR Credit Funds and Other Clients in certain transactions up to a capped amount. The Vehicles 7 provisions relevant to such Manager Co-investment Vehicles, if applicable, are set out in the offering materials, disclosure documents and/or governing documents for the Primary Accounts investing alongside Manager Co-Investment Vehicles. Hybrid Accounts
Certain Other Clients, as determined by KKR Credit, that have qualities of both proprietary accounts and client accounts. Global Atlantic Accounts are deemed to be a Hybrid Account.
With respect to the allocation tiers set forth below, these relationships enable KKR Credit to consummate transactions on behalf of the Primary Accounts where excess capital is required above the relevant Primary Accounts capacity amount as further detailed below: Secondary Accounts
A Manager Co-investment Vehicle will only be treated as a Primary Account for purposes of receiving an allocation in Tier 1 if express consent has been received by all KKR Credit Funds, Registered Investment Funds, and Other Clients who also have a primary allocation in Tier 1 with respect to the relevant KKR Credit Strategy for which the investment opportunity relates to.
Other Funds / SMAs / Certain KKR Credit Funds and Other Clients that have a coAccounts with Strategy investment relationship with KKR Credit or an affiliated advisor that maintain an allocation to a KKR Credit Strategy; however, KKR Allocation Credit does not owe an obligation to allocate investment opportunities, except to the extent of excess capacity (“Secondary Accounts”). Further, there is no right to participate in pro rata allocation and therefore these participate second in the allocation waterfall following Primary Accounts.
Third Tier Accounts Manager Vehicles
Co-investment These vehicles are permitted to invest alongside KKR Credit Funds and Other Clients third in the allocation waterfall to the extent such vehicles either are not eligible to invest, or have invested the maximum amount permitted, in the first tier of the allocation waterfall. The provisions relevant to such Manager Co-investment Vehicles, if applicable, are set out in the offering materials, disclosure documents and/or governing documents for the Primary Accounts investing alongside Manager Co-Investment Vehicles.
Balance Sheet 8
The Balance Sheet is comprised of KKR proprietary investment vehicles and is not entitled to be offered any opportunities in any KKR Credit investment strategies. The Balance Sheet will be offered the opportunity to participate in investments after Primary Accounts and Secondary Accounts have been permitted to participate. The Balance Sheet may consider its own interest (or those of Global Atlantic Accounts) before the interests of Syndicatees (see below), which are not advisory clients, in deciding whether to present investment opportunities to them. The Balance Sheet participates third in the allocation waterfall following Primary Accounts and Secondary Accounts.
Syndicatees
“Syndicatees” are third party co-investors and are not entitled to be offered any opportunities in any KKR Credit investment strategies. Syndicatees will be offered the opportunity to participate in investments after Primary Accounts and Secondary Accounts have been permitted to participate. Syndicatees include investors in KKR Funds, KKR Credit Funds or Other Clients or other third-parties, such as institutional investors or high net worth individuals. Syndicatees are not advisory clients of KKR or KKR Credit. Syndicatees
The Balance Sheet could under certain circumstances invest in similar or the same type of securities, properties, or other assets in which KKR or KKR Credit Funds or Other Clients might invest and otherwise do so or could in the future, or can have investment objectives, programs, strategies, and positions that are similar to, or conflict with, those of KKR or KKR Credit Funds or Other Clients. KKR has adopted Balance Sheet Guidelines to mitigate any potential conflicts of interest between investment activities of the Balance Sheet. Please see the Proprietary Investments and Balance Sheet Investments sections above for a discussion of the Balance Sheet Guidelines.
participate third in allocation waterfall following Primary Accounts and Secondary Accounts.
Other Funds / SMAs / Certain KKR Credit Funds and Other Clients that (i) have a coAccounts without Strategy investment relationship with KKR Credit or another KKR advisory entity; (ii) do not maintain an allocation to a KKR Credit Strategy; Allocation and (iii) KKR Credit does not owe an obligation to allocate investment opportunities. Further, there is no right to participate in pro rata allocation and, therefore, these KKR Credit Funds or Other Clients participate last in the allocation waterfall following Primary Accounts, Secondary Accounts and Third Tier Accounts. Such accounts participate third in the allocation waterfall following Primary Accounts and Secondary Accounts. KKR Credit, from time to time, develops new client relationships and vehicles, including new types of arrangements that alter the relative priority of allocations described above, and/or supplemental investment allocation policies and procedures designed to clarify investment mandate distinctions and allocation priorities among certain KKR Credit Funds or Other Clients with similar investment strategies, pursuant to any limitations contained in the offering materials, disclosure documents and/or governing documents for existing KKR Credit Funds or Other Clients. Process KKR Credit’s allocation methodology is based on a pro rata allocation or other allocation method deemed reasonable and appropriate for the respective investment strategy for which a particular investment is made and for the KKR Credit Funds, Other Clients, Manager Co-investment Vehicles and KKR Proprietary entities that participate in such strategy, provided that the method is designed to achieve a fair and equitable allocation of such investment opportunity among all eligible KKR Credit Funds and Other Clients over time. A pro rata allocation generally incorporates, to the extent appropriate, the investment specific parameters as established by the respective investment committee with respect to an established investment strategy as well as the investment criteria of KKR Credit Funds, Other Clients, Seed Investments and other KKR proprietary entities participating in a particular investment strategy. Under a pro rata allocation, investments will be allocated among participating KKR Credit Funds or Other Clients, Manager Coinvestment Vehicles, Seed Investments and other KKR proprietary entities based on requested order size for KKR Credit vehicles managed on a parallel basis (e.g., onshore and offshore KKR Credit Funds and Other Clients that share substantially similar investment objectives and strategies), taking into account any relevant investment criteria and limitations. Such criteria includes, without limitation, investment objectives, available capital, the timing of capital inflows and outflows and anticipated capital commitments and subscriptions; applicable concentration limits and other investment restrictions; mandatory minimum investment rights and other contractual obligations applicable to participating funds, vehicles and accounts and/or to their investors; portfolio diversification; tax efficiencies and potential adverse tax consequences; regulatory restrictions applicable to participating funds, vehicles and accounts and investors that could limit
a KKR Credit Fund’s and Other Client’s ability to participate in a proposed investment; policies and restrictions applicable to participating funds, vehicles and accounts; the avoidance of odd-lots or a de minimis allocation to one or more participating funds, vehicles and accounts; the potential dilutive effect of a new position; the overall risk profile of a portfolio; the potential return available from a debt investment as compared to an equity investment; and any other considerations deemed relevant by KKR Credit and its affiliates. The application of relevant factors and other limitations discussed above in determining allocations of investment opportunities between a KKR Credit Fund, Other Client, Manager Co-investment Vehicle or Seed Investment results in a KKR proprietary entity taking a non-pro rata allocation of any excess capacity of a particular investment opportunity relative to a KKR Credit Fund or Other Client in either the same or different parts of the target’s capital structure. Subject to the applicable governing documents, such determinations, will, in certain cases result in the dilution of a KKR Credit Fund’s or Other Client’s interest in any existing investment by another KKR Credit Fund or Other Client or Seed Investment and other KKR proprietary entity (and/or third party co-investors) to the extent that an investment opportunity constituting a follow-on investment in respect of an existing investment arises and the relevant KKR Credit Fund or Other Client has insufficient available capital (including pursuant to reserves for follow-on investments following the end of the KKR Credit Fund’s or Other Client’s investment period established by the relevant KKR Credit GP or KKR Credit) or is subject to investment restrictions, tax covenants or other constraints restricting its ability to take up all or any part of what would otherwise be its allocable share of such opportunity (which would generally be based on its participation in the initial investment). Any such dilution will be determined on the basis of a valuation in respect of the existing investment determined by the relevant KKR Credit GP or KKR Credit. Conversely, to the extent a KKR Credit Fund or Other Clients participating in the original investment has insufficient capital or is otherwise unable to participate on a pro rata basis in any related follow-on investment opportunity, such excess opportunity could be allocated in whole or in part to another KKR Credit Fund or Other Client increasing its concentration in the relevant investment, which might increase the losses incurred by such other KKR Credit Fund or Other Client to the extent such follow-on investment as a whole does not perform as anticipated. In addition, an allocation range with a minimum and maximum investment amount can be deemed appropriate for a KKR Credit Fund, Other Client, Seed Investment and other KKR proprietary entity, with the investment amount above the minimum being offered to non-affiliated third parties in order to facilitate a transaction. In the event the non-affiliated third parties do not participate fully in the offered investment amount, the KKR Credit Fund, Other Client, Seed Investment and other KKR proprietary entity will be allocated the balance, up to its maximum allocation. Allocations, including reallocations, involving the RICs will be consistent with applicable requirements under the Investment Company Act and relevant SEC staff guidance. Reallocations are permitted only when in the best interests of all KKR Credit Funds, Other Clients, Seed Investments and other KKR proprietary entities concerned, as determined by the portfolio manager seeking to reallocate along with requisite Compliance approval as outlined in KKR Credit’s Allocation Policy. From time to time, a particular investment will be deemed suitable for and within the established criteria of more than one credit investment strategy. To the extent there is a strategy overlap with respect to such investment opportunity, the allocation methodology will be based on a pro rata allocation across the respective investment strategies based on their specific order size to eligible KKR Credit Funds and Other Clients that participate in a relevant strategy. Registered Investment Funds The BDCs, RICs, KKR Credit Funds and Other Clients can invest alongside each other in certain circumstances when doing so is consistent with their investment strategies as well as applicable law and SEC staff interpretations. In addition, the BDCs, RICs, KKR Credit Funds and Other Clients can invest alongside each other pursuant to exemptive relief granted by the SEC (the “Exemptive Relief Order”). To
the extent specific investment opportunities are appropriate for a KKR Credit Fund or Other Client and one or more BDC or RIC, in addition to being subject to the allocation policies and procedures summarized above, the opportunity will also be subject to the conditions of the Exemptive Relief Order. Reliance on the Exemptive Relief Order is subject to certain terms and conditions, including, among others, adherence to KKR Credit’s allocation policies and procedures, enhanced record keeping and, where applicable, involvement of independent directors of the applicable BDCs and/or RICs. There can be no assurance that the Exemptive Relief Order will facilitate the successful consummation of investment opportunities that KKR Credit believes are now available to other KKR Credit Funds and Other Clients as a result of the Exemptive Relief Order. In addition, there is also no assurance a KKR Credit Fund or Other Client will be able to participate in all investment opportunities pursued under the Exemptive Relief Order that are within its investment objectives. As a result of the BDCs and/or RICs participation in opportunities pursuant to the Exemptive Relief Order, there could be a need to allocate investment opportunities across a larger amount of available capital. As such, the allocations available to other KKR Credit Funds and Other Clients for investment opportunities that are subject to the Exemptive Relief Order might be adversely affected because of the participation of the BDCs and/or RICs. Investment opportunities that are subject to the Exemptive Relief Order are also subject to additional policies and procedures as a result of the participation of the BDCs and/or RICs, which can delay deal execution and adversely impact the ability of KKR Credit Funds and Other Clients to deploy capital. Co-Investors To the extent excess capacity of an investment opportunity exists after the eligible KKR Credit Funds, Other Clients and Manager Co-investment Vehicles (“Primary Accounts”) (as defined above) participating in the relevant investment strategy have received their target allocation, KKR Credit will then offer such excess capacity to Secondary Accounts (as defined above). To the extent Secondary Accounts elect to participate in such investment opportunity, the Secondary Accounts will investment alongside the participating Primary Accounts participating in the strategy. To the extent there remains excess capacity thereafter, KKR Credit might consider offering the excess capacity to KKR proprietary entities, Syndicatees (as defined above) and Other Funds/SMAs/Accounts without Strategy Allocation (as defined above) as applicable. Co-investment relationships can consist of existing investors in KKR Credit Funds, KKR Funds and other third party relationships, including syndicate co-investment vehicles or third parties that KKR or KKR Credit believes will be of strategic benefit to KKR Credit Funds or Other Clients or who could provide broader capital raising opportunities to KKR and its affiliates. With respect to syndication of co-investment opportunities to third-party co-investors, KKR Credit will take into account various factors it deems appropriate to limit the overall risk of the syndication. While these factors will vary from opportunity to opportunity, in many cases the most important are: whether a prospective co-investor has expressed an interest in evaluating co-investment opportunities; the financial resources of the prospective co-investor and its commitment to satisfy certain minimum/maximum investment amounts and its ability to provide the requisite capital and complete a co-investment opportunity within the specified timeframe based on KKR Credit’s prior experience with such prospective co-investor; the size of the prospective co-investor’s capital commitments to KKR Credit Funds and Other Clients and the importance of such prospective co-investor for future business with KKR Credit or its affiliates; the overall strategic benefit to KKR Credit or its affiliates of offering a co-investment opportunity to such potential co-investor; attributes of the applicable investment opportunity that will be attractive to a potential co-investor based on its investment objectives, its ability to contribute to the targeted business or its geographic proximity to the investment; the economic terms on which such prospective co-investor will agree to participate; ease of process with respect to arranging a co-investment group; any legal, regulatory or tax considerations to which the proposed investment is expected to give rise; and such other factors that KKR Credit deems relevant under the circumstances. Secondary co-invest interests or fund interests that are being sold by Other Funds/SMAs and/or third party co-investors, including Syndicatees and which
constitute already allocated assets alongside the original investment made by the relevant accounts, will generally not be treated as follow-on investments that need to be offered to all of the KKR Credit Funds and Other Clients that made the original investment (provided that such sales would not result in dilution of any existing interests held by any of the KKR Credit Funds, Other Clients or third party co-investors invested in the same assets). Such qualifying secondary co-invest or fund interests can include both individual assets, KKR Fund Limited Partnership interests, and portfolios of assets. KKR Credit has developed allocation policies and procedures specific to secondary co-investments and fund interests to ensure the fair and equitable allocation of such opportunities. For further information, please see “Other Conflicts of Interest – Secondary Transfers of Interests” below. Co-Investment Structuring KKR proprietary Balance Sheet entities including Global Atlantic and/or KKR Credit Funds will, from time to time, fund the portion of an investment expected to be syndicated to co-investors to the extent such co-investors have not agreed to participate and fund on or prior to closing. Generally, investments syndicated to co-investors post-closing are transferred at cost and without an interest charge or other cost of capital charge. KKR Credit Funds are expected to fund investments, including investments acquired on a temporary basis pending syndication to co-investors, using drawdowns under the KKR Credit Fund’s credit facility (to the extent available). Therefore, a KKR Credit Fund will bear the interest expenses on such borrowed amounts and typically will not be reimbursed for such expenses when interests are transferred to co-investors or when receiving the benefit of any accrued preferred return. The determination as to whether KKR proprietary Balance Sheet entities will fund all or any portion of an investment that is expected to be syndicated to co-investors will be made by KKR Credit based on the interests of the Balance Sheet, including the liquidity profile of the Balance Sheet at the time of syndication, other syndications in process or expected to be in process and the need for bridging in those other syndications, the likelihood of successfully syndicating the investment and the potential for affiliates of KKR Credit to earn syndication fees in connection with placing the investment with co-investors (which fees are not earned by KKR Credit or its affiliates where investments are syndicated by a KKR Credit Fund as Bridge Investments, as defined below) or, conversely, the risk of a failed syndication and retention of the investment (see “Participation of Affiliated Broker-Dealers in KKR Credit Fund or Other Client Transactions” above). As such, the Balance Sheet will have an incentive not to agree to fund the portion of investments allocated to co-investors where the post-closing syndication is expected to be challenging or subject to significant risk of failure. If KKR proprietary Balance Sheet entities do not fund all or any portion of the amount of an investment allocated to co-investors, it is expected that KKR Credit Funds will fund such amounts (subject to the limitations set forth in their governing documents). KKR Funds therefore will bear the risk that co-investors do not purchase some or all of such investment and the risk of a more concentrated exposure to the relevant investment than was originally desired. In addition to economic interests, the voting, control and governance rights with respect to an investment in which KKR Credit Funds, Other Clients, KKR proprietary entities and/or co-investors participate will be structured in a number of ways depending upon various considerations relating to the specific investment and the entities participating. For example, voting rights will be allocated pro rata to the participants in an investment in accordance with their respective equity interests or will be allocated on a disproportionate basis to one or more of the participants. In many cases, the “flagship” KKR Credit Fund participating in an investment controls the general partner (or similar entity) of the aggregating vehicle through which the various entities participate in the relevant investment, and as such will indirectly control the aggregating vehicle even where it does not own a majority of the relevant investment. Similarly, KKR proprietary entities will, under certain circumstances be allocated at least half or more of the voting rights or governance rights (including the right to elect at least half of the board of directors or the right to appoint a second general partner to the aggregating vehicle through which the various entities participate in the relevant investment) with respect to an aggregating entity (which can be a limited liability company)including in
certain circumstances, whenever entities are such entities that are organized as LLC; even where the KKR Credit Funds (or Other Clients or co-investors) own a majority of the economics or equity in the entity. Where KKR proprietary entities or a KKR Credit Fund (or Other Client) have interests or requirements that do not align with those of a different KKR Credit Fund (or Other Client), including in particular differing liquidity needs or desired investment horizons, conflicts will, from time to time, arise with respect to the manner in which the voting or governance rights with respect to an aggregator entity (or similar entity) are exercised, potentially resulting in an adverse impact on a KKR Credit Fund (or Other Client). Balance Sheet Investments Investments by the Balance Sheet are described above under the Proprietary Investments section. KKR believes that the Balance Sheet’s strategic investments and operational funding activities are appropriate solely for proprietary investment activities and therefore not within the investment focus of any KKR Credit Fund or Other Client. As such, strategic investments and operational funding activities are not typically allocated to KKR Credit Funds or Other Clients. The Balance Sheet’s opportunistic investments, however, are also allocated to relevant KKR Credit Funds and Other Clients from time to time when such investments are within the investment mandate of such KKR Credit Funds or Other Clients (see discussion below regarding examples of such investments). Please see the Proprietary Investments section for a discussion of the Balance Sheet Guidelines and “Allocations of Investment Opportunities” for further information regarding KKR’s allocation procedures with respect to certain co-investments by KKR alongside KKR Credit Funds or Other Clients. Examples of opportunistic investments made by the Balance Sheet involve certain investment opportunities that are not within an investment mandate of a KKR Credit Fund or Other Client or that have been declined by the Investment Committee of a relevant KKR Credit Fund. For example, in the past the Balance Sheet has made certain Seed Investments for the real estate, technology, media and telecommunications and health care growth equity strategies, which were below the equity investment size threshold targeted by KKR private equity funds. Such investments by their nature would not typically be allocated to KKR Credit Funds or Other Clients. However, such investments, if opportunistic in nature, would be offered for coinvestment alongside the Balance Sheet to certain KKR Credit Funds that established as investment vehicles for a single investor whose investment mandate includes opportunistic investments made alongside the Balance Sheet. The amount allocated to any such KKR Credit Fund would depend on various factors, including suitability of investment, available capital, concentration limits and other investment restrictions, the investment’s risk profile and to the extent applicable, consent of investor(s) in such KKR Credit Fund. Global Atlantic KKR has entered into an investment management agreement with various Global Atlantic entities, which were approved by applicable insurance regulators (the “KKR-GA IMAs”), and any changes of such agreements, including with respect to fees, must receive applicable regulatory approval. KKR Credit U.S., KKR Credit Singapore, and KKR Credit Advisors (Ireland) have entered into sub-advisory agreements with KKR with respect to the KKR-GA IMAs, whereby Global Atlantic Accounts participate in KKR Credit investments alongside certain KKR Credit Funds and Other Clients. The terms of Global Atlantic Accounts will generally differ from those of KKR Credit Funds and Other Clients. Management fees will generally be charged by KKR for the management of Global Atlantic Accounts. These fees, however, will often be lower and could be materially lower than those applicable to KKR Credit Funds and Other Clients. Global Atlantic Accounts are generally not expected to be subject to carried interest distributions or other performance-related compensation. Where assets are managed by KKR Credit through the investment by Global Atlantic Accounts in a KKR Credit Fund or Other Client, KKR Credit expects that such investments will, in certain instances, be subject to management fees and carried interest distributions payable to KKR,
as applicable. KKR and KKR Credit will generally be responsible for fees and expenses incurred by it in connection with performing its obligations under the KKR-GA IMAs. Global Atlantic assets managed by KKR (“Global Atlantic Accounts”) will generally constitute accounts of a subsidiary (and affiliate) of KKR & Co. and thus have the characteristics of proprietary accounts. Global Atlantic Accounts could also have characteristics of client accounts. Global Atlantic Accounts’ client account qualities derive from Global Atlantic’s obligations to manage its own clients’ and policyholders’ capital in a manner that ensures such accounts maintain adequate capital to meet policy distributions and operating costs of the insurance companies. With respect to investment strategies that Global Atlantic Account have a regular allocation to, KKR Credit (including KKR) generally expects to treat any Global Atlantic Accounts as an Other Client for the purposes of allocating investment opportunities and related fees and expenses, in which case such Global Atlantic Accounts could participate in KKR Credit’s investment strategies by co-investing alongside and/or in priority to KKR Credit Funds and Other Clients in some or all of their investments in such strategies. For example, certain private credit investment strategies managed by KKR Credit, such as leverage loans, high yield bond, Asia liquid credit, direct lending, asset based financing, and Strategic Investments Group, among others, are well suited to the investment criteria and risk-return profile of Global Atlantic Accounts, and, as a result, Global Atlantic Accounts have been placed, pursuant to KKR Credit’s investment allocation policies and procedures, in the allocation waterfalls for such investment strategies with a right to participate pro rata alongside, and in certain instances, in priority to, other KKR Credit client accounts, subject to any applicable limitations under the governing documents of relevant client accounts. Certain KKR investment strategies are similarly within the investment interests and objectives of Global Atlantic Accounts, in particular (but not limited to), direct debt and equity investments in KKR’s infrastructure and real estate investment strategies, and thus, to the extent that Global Atlantic Accounts have or develop regular demand for assets in such strategies, KKR expects to place Global Atlantic Accounts in the investment allocation waterfalls for such strategies alongside of Other Funds/SMAs or other relevant KKR clients with a right to participate in such strategies, subject to any limitations under the governing documents of relevant client accounts, and to amend its investment allocation policies and procedures accordingly. Depending on the allocation of such assets to a strategy, the timing of such allocation and the manner in which such allocation is implemented (that is, by investments in or alongside to the KKR Credit Fund and Other Client), the investment by Global Atlantic Accounts in the same strategies as KKR Credit Funds or Other Clients could result in materially less availability of discretionary investment opportunities for such KKR Credit Funds or Other Clients. The establishment of Global Atlantic Accounts investing directly in investments of KKR Credit Funds or Other Clients creates a conflict of interest in that KKR Credit will be incentivized to allocate more attractive investments and scarce investment opportunities to these proprietary entities and accounts rather than to KKR Credit Funds or Other Clients. KKR Credit will allocate investment opportunities among the KKR Credit Funds, Other Clients, the Global Atlantic Accounts and other accounts in a manner that is consistent with an allocation methodology described above in a manner designed to ensure allocations of such opportunities are made on a fair and equitable basis over time. KKR Credit should be expected to grant to Global Atlantic (and could grant any such other similarly situated insurance company in the future) or any of its direct or indirect transferees (which could include third parties unaffiliated with KKR Credit, KKR, and Global Atlantic) certain preferential terms, including: (a) reduced or blended management fee and performance compensation rates compared to those applicable to other investors; (b) access to investment opportunities on a primary basis (whether in the same or a different class of securities or other assets in which the KKR Credit Funds or an Other KKR Investment Vehicle is investing); (c) co-investment opportunities; and (d) other preferential terms, which, in each case, are not subject to “most favored nations” treatment by other investors, regardless of the amount of capital that any such investor has committed or agrees to commit to the KKR Credit Funds or Other KKR Credit Funds in the aggregate, or such investor’s relationship with KKR. All or a portion of any investment by Global Atlantic or any of its respective direct or indirect transferees is expected to be counted toward the
General Partner commitment, if any, or the equivalent for any Other KKR Investment Vehicle, which would reduce or eliminate the requirement for KKR to invest any of its direct or Balance Sheet capital in the Funds or such Other KKR Investment Vehicle. Other examples of conflicts of interest that are expected to arise in connection with Global Atlantic include transactions pursuant to which Global Atlantic Accounts could, subject to applicable law, acquire assets of (or sell assets to), or provide financing to the KKR Balance Sheet, KKR Credit Funds and Other Clients, portfolio companies and other issuers in which KKR Credit Funds and Other Clients invest. For example, Global Atlantic Accounts are expected to acquire portfolio assets originated by, or provide financing to, Platform Arrangements invested in by a KKR Credit Fund or Other Client. Global Atlantic Accounts are also expected to invest in securitization vehicles or structures in which the underlying assets include direct or indirect interests in KKR Credit Funds or Other Clients or in other assets originated by KKR Credit. Certain transactions involving KKR Credit Funds or Other Clients or the acquisition of assets or provision of financing on terms negotiated with the management of platform vehicles or other issuers in which the KKR Credit Funds or Other Client invest will not be viewed as cross transactions under the governing agreements of KKR Credit Funds or Other Clients, but such activity will be subject to guidelines established by KKR Credit to properly manage related conflicts of interest. In addition, Global Atlantic’s wholly-owned registered broker dealer, GAD, will serve as wholesaler in furtherance of the distribution of several RICs managed by affiliates of KKR Credit and a K-Series Vehicle structured as a U.S. holding company conglomerate. GAD is be compensated by an Affiliated Broker for such services. Due to KKR & Co.’s voting and equity control of Global Atlantic, GAD could be deemed to have a conflict of interest when acting in such capacity to attract investment into the RICs or K-Series Vehicles. Investments in New Issues Periodically, KKR Credit Funds and Other Clients are given an opportunity to purchase securities in initial public offerings and such offerings are expected to be over-subscribed. Such “new issues” often trade at a premium in the secondary market, which could provide the potential of an immediate profit. As a result, all investments in new issues subject to FINRA Rules 5130 and 5131 will be allocated pro rata only to those KKR Credit Funds, Other Clients or KKR proprietary entities qualified to invest in such new issues. The determination of the eligibility of any such entity to invest in new issues will be made by KKR Credit’s legal and compliance department through, among other things, questionnaires contained in subscription agreements or other documentation or confirmation obtained from investors therein designed to elicit specific information regarding investor eligibility. KJRM In April 2022, the KKR Public Company acquired KJR Management (formerly known as Mitsubishi Corp.UBS Realty), which is one of the largest Japanese real estate asset managers in Japan. KJRM manages Japanese REITs that invest in diversified real estate assets, including retail, office and mixed use properties through two Tokyo Stock Exchange-listed real estate investment trusts: Japan Metropolitan Fund Investment corporation (“JMF”) and Industrial & Infrastructure Fund Investment Corporation (“IIF” and together with JMF, the “JREITs”). Following the KKR acquisition of KJRM, KJRM completed the process of expanding its business licenses with the Japan Financial Services Agency (“FSA”), Japan Investment Advisers Association and Japan Type II Financial Instruments Firms Associations to conduct asset management activities in addition to those performed for the JREITs, including asset management activities for KKR Credit Funds, Other Clients or third party private funds, or new Japanese REITs investing in overseas assets, and acting as a servicer to real estate assets held by KKR Credit Funds or Other Clients. In addition, the JREITs have and are expected from time to time in the future to purchase real property or other assets from (or sell assets to) portfolio investments of KKR Funds or Other Clients, and/or to serve as lessor of such assets in sale leaseback transactions.
As an FSA licensed asset manager, KJRM owes a fiduciary duty to the JREITs and must maintain independence from its sponsor, the KKR Public Company, in investment decision making on behalf of the JREITs. While KJRM can source investment opportunities for both JREITs and KKR Credit Funds and Other Clients, KJRM must assess the suitability of investments for the JREITs first before referring an investment to a KKR Credit Fund or Other Client. Conversely, where KKR has evaluated an investment opportunity for KKR Credit Funds or Other Clients and deemed such investment opportunity not suitable for KKR pools of capital, KKR is permitted to refer such opportunity to KJRM to assess suitability for the JREITs managed by KJRM. In either case, such investment information sharing is subject to policies and procedures on the proper handling of private and confidential information established by KKR and KJRM and any contractual restrictions applicable to such activity. There is currently minimal overlap between the investment strategies pursued by the JREITs and KKR Credit Funds and Other Clients. However, the JREITs could from time to time participate in their investment strategies by co-investing alongside other KKR Credit Funds or Other Clients, or other KKR Credit Fund or Other Clients could participate in the JREITs’ investment strategies by co-investing alongside the JREITs. The Public Company’s investment acquisition of KJRM creates a conflict of interest with respect to the allocation of investment opportunities that are suitable for both the JREITs and other KKR Credit Funds and Other Clients. However, as described above, to the extent that KJRM sources an investment opportunity for KKR or vice versa, the allocation of such investment opportunities must take place in a manner that is consistent with the businesses’ fiduciary duty to their respective investors and applicable registration and licensing requirements. Where KJRM will manage another Japanese REIT that invest in real estate in Japan, including any private REIT, it will compete with JMF or IIF, subject to KJRM’s allocation policies and procedures. Other Conflicts of Interest Side Letters KKR Credit Funds, KKR Credit GPs and other KKR Credit Affiliates enter into side letters or other similar agreements with particular investors without the approval or vote of any other investor, which in many cases will have the effect of establishing rights under, altering or supplementing the terms of such KKR Credit Fund’s governing documents with respect to such investors in a manner more favourable to such investors than those applicable to other investors. Any rights established or any terms of the governing documents altered or supplemented, in side letters or other similar agreements with investors will govern solely with respect to such investors, notwithstanding any other provisions of the governing documents. Such rights or terms in side letters or other similar agreements generally include, without limitation: (i) excuse rights applicable to particular investments, categories of investments or jurisdictions (which will generally increase the percentage interest of other investors in and contribution obligations of other investors with respect to, such investments when such excuse rights are exercised); (ii) reporting obligations of the KKR Credit GP or exercises by the KKR Credit GP of its discretionary authority under the governing documents for the benefit of investors; (iii) waiver of certain confidentiality obligations; (iv) consent of the KKR Credit GP to certain transfers by such investors or other exercises by the KKR Credit GP of its discretionary authority under a KKR Credit Fund’s governing documents; (v) rights or terms necessary in light of particular legal, tax, regulatory or policy characteristics or requirements of an investor; (vi) confidential treatment of the identity of investors; (vii) rights with respect to investments in successor KKR Credit Funds; or (viii) specialized reporting and training by KKR Credit of personnel from the investor, including secondment of personnel from the investor to KKR Credit (or vice versa); or (ix) additional obligations, and restrictions on KKR Credit Funds or Other Clients with respect to the structuring of any investment (including with respect to alternative vehicles), in each case, as permitted under applicable law. Further, KKR Credit from time to time provides investors with confirmations as to KKR Credit’s practices as they relate to the operation of investment funds, vehicles and accounts managed by KKR Credit and/or the manner in which KKR Credit expects to interpret and apply provisions of the governing documents for a KKR Credit Fund or Other Client. Such confirmations, even if in written format, do not constitute side
letters since they do not establish rights under or alter or supplement the terms of the governing documents of KKR Credit Funds or Other Clients. “Most Favored Nation” Provisions “Most favored nation” provisions or “MFNs” in side letters entered into between a KKR Credit Fund, KKR Credit GP or another KKR affiliate and particular investors in KKR Credit Funds provide that such investors will be entitled to elect certain more favorable rights or privileges granted to other investors in the relevant KKR Credit Fund under separate side letters. MFNs are generally granted to investors in KKR Credit Funds on the basis of the size of their respective investments in such KKR Credit Funds. Thus, an MFN potentially allows a KKR Credit Fund investor to obtain benefits under other KKR Credit Fund investors’ side letters that have committed lower amounts to the KKR Credit Fund, subject to certain limits, or “carve-outs,” curtailing the provisions that a KKR Credit Fund investor can elect from such side letters. Certain economic benefits or rights are generally excluded from the MFN provisions of certain KKR Credit Funds, including (i) any rights or economic benefit established in favor of a KKR GP or its affiliates, (ii) any economic benefit in respect of co-investment opportunities, (iii) any limitation on indemnification applicable to a U.S. governmental plan (or comparable non-U.S. governmental entity) to the extent required by applicable legal, regulatory or policy restrictions, and (iv) economic benefits in favor of strategic partnerships and comparable multi-fund commitment arrangements, as described below. To the extent that a KKR Credit GP or a KKR Credit Fund or Other Client agrees with one or more investors to limitations on indemnification or to modifications of release, exculpation or waiver provisions, the KKR Credit Fund or Other Client could be adversely affected to the extent any such limitation or modification were subsequently to limit the recourse of the KKR Credit Fund or Other Client against such investors or were to allow for recourse by such investors against the KKR Credit Fund or Other Client. Strategic Partnerships and Other Arrangements KKR Credit and its affiliates from time to time enter into agreements with investors who are in a KKR Credit Fund, which agreements are entered into with such investors other than in their respective capacities as investors in such fund. Such agreements do not constitute side letters since they do not establish rights under or alter or supplement the terms of the KKR Credit Fund’s governing documents and therefore will not be disclosed or offered to other investors (unless required under applicable law), although such agreements are sometimes referenced in the side letters of investors Such agreements include, without limitation, strategic partnerships and multi-fund commitment arrangements with investors, arrangements regarding investments with KKR Credit in one or more investment strategies, which frequently include coinvestments alongside the relevant KKR Credit Fund and other KKR Credit Funds, and similar arrangements established by KKR Credit and its affiliates with investors other than in their respective capacities as investors in the relevant KKR Credit Fund. KKR Credit has established, and will, based on client demand establish, strategic partnerships, accounts or other multi-strategy or multi-asset class arrangements or investment programs for investors that commit capital to a range of KKR Credit’s platform of products and asset classes (including investment strategies of existing KKR Credit Funds), and that generally have investment periods that are longer than traditional KKR Credit Funds and Other Clients. Certain such arrangements include KKR Credit granting certain preferential terms to such investors, including blended fee and carried interest rates that are lower than those applicable to a KKR Credit Fund when applied to the entire strategic partnership, rights to participate in the investment review and evaluation process, specialized reporting and training by KKR Credit of personnel from the investor including secondment of personnel from the investor to KKR Credit (or vice versa). Where such investors participate in a KKR Credit Fund through dedicated investment vehicles or accounts as part of such arrangements, certain such vehicles and accounts will be granted terms, including
management fees or carried interest, that are more favourable than those applicable to other investors notwithstanding that the capital commitment of the relevant investors to such vehicles or accounts and/or the capital commitments to the KKR Credit Fund by such vehicles or accounts might be smaller than other investors’ capital commitments to such KKR Credit Fund. Where management fees and carried interest are applicable at the level of such vehicles and accounts, such terms could include a waiver of management fees and carried interest on their investment in a KKR Credit Fund. The foregoing preferential terms and other preferential terms that are extended to investors through such arrangements are not expected to be subject to the MFN provisions of any relevant KKR Credit Fund and are therefore expected to be unavailable to investors in such KKR Credit Fund that have not entered into strategic partnerships with KKR Credit. KKR Credit also establishes other KKR Credit Funds that pursue similar investments and strategies to the relevant KKR Credit Fund and will, in certain cases, permit such other KKR Credit Funds and any other investor to co-invest in investments made by such relevant KKR Credit Fund. The terms applicable to such other KKR Credit Funds and co-investors, including management fees or carried interest, are often more favourable than those applicable to the relevant KKR Credit Fund (and sometimes include no reduced fees or carried interest). The foregoing preferential terms are similarly not expected to be subject to the MFN provisions of any relevant KKR Credit Fund and are therefore expected to be unavailable to investors in such KKR Credit Fund that have not entered into such arrangements with KKR Credit (unless required under applicable law). Secondary Transfers of Interests Subject to any restrictions in the governing documents of KKR Credit Funds and Other Clients, if desired by an investor in (or co-investor alongside of) a KKR Credit Fund or Other Client, KKR Credit could seek to identify one or more persons to potentially acquire such fund investor’s or co-investor’s interest, including: (i) investors in one or more other KKR Credit Funds or Other Clients; (ii) individuals and entities that are not investors in KKR Credit Funds or Other Clients (but could in the future become investors in KKR Credit Funds or Other Clients); (iii) one or more affiliates of KKR Credit including Global Atlantic ; and/or (iv) other KKR Credit investment vehicles (including KKR Credit Funds and Other Clients that primarily engage in the purchase of fund or co-investor-related interests in the secondary market and/or the K-Series Vehicles). KKR Credit will take into consideration a variety of factors as it deems necessary in exercising its discretion with respect to such secondary transactions. In allocating opportunities to acquire such secondary transfers of KKR Fund interests, KKR will generally treat Global Atlantic Accounts as an Other Client. Therefore, Global Atlantic Accounts will generally invest alongside (and, in some circumstances, in priority to) KKR Funds or Other Clients. To the extent one or more affiliates of KKR Credit or another KKR Credit investment vehicle acquires an interest in a KKR Credit Fund or Other Client via a secondary transfer, conflicts of interest could arise such as: (i) an additional layer of fees and incentive compensation in the case of an acquisition by another KKR Credit investment vehicle; (ii) the acquirer of such interests would have additional information about the interests being purchased (including the fact that an investor is seeking to sell or dispose of its interest) compared to third parties interested in such acquisition, which could allow KKR Credit to offer a more competitive or informed offer to acquire such interests; (iii) an increased indirect economic investment for KKR that could impact the portfolio management of KKR Credit Funds or Other Clients; and (iv) an incentive to adjust the portfolio management of KKR Credit Funds and Other Clients in a manner that is primarily for the benefit of the purchaser in the secondary transfer; and (v) an incentive to discourage or withhold consent to transfer to third parties. Moreover, there is an ongoing trend in the private fund industry of fund sponsors offering liquidity to investors in existing funds through a structured or stapled secondary process where purchasing investors would, as a condition to participating in such purchase from existing investors, also make a commitment to a new fund being raised. KKR Credit and its affiliates could be incentivized to engage in such a process to the extent doing so could be expected to improve the ability of KKR Credit and its
affiliates to raise a successor fund and to form and attract capital to another existing or future KKR Credit investment vehicle (e.g., by securing an agreement from the purchasing investors participating in the process to make commitments to such funds). There are expected to be circumstances (including, as described above, in connection with the purchase or sale of secondary co-investments or fund interests), where a KKR Credit Fund or Other Client (including a K-Series Vehicle or Global Atlantic Account) participates in a single or related series of transactions with a seller in which certain of such assets are specifically allocated (in whole or in part) to that KKR Credit Fund or Other Client, and not other KKR Credit Funds or Other Clients for which all or a portion of the asset pool might be suitable. Similarly, there could be circumstances where a KKR Credit Fund or Other Client (including a K-Series Vehicle or Global Atlantic Account) is seeking to dispose of a pool or combination of assets, and participate in a single or related transactions with that buyer. A pool or combination of assets could contain both debt and equity instruments that KKR Credit determines should be allocated to different funds. In such situations, KKR Credit would typically acquire (or sell) such pool or combination of assets for a single combined purchase price with no prices specified for individual assets. Accordingly, under such circumstances, KKR Credit will have a conflict in establishing the specific prices to be paid for each asset by the relevant KKR Credit Fund or Other Client. KKR Credit will generally rely upon internal analysis to determine the ultimate allocation of value, though it could also obtain third-party valuation reports to validate the fairness of the proposed transaction valuation. There can be no assurance that an investment of a KKR Credit Fund or Other Client (including a K-Series Vehicle or Global Atlantic Account) will not be valued or allocated at a purchase price that is higher or lower than it might otherwise have been valued or allocated if such investment were acquired or sold independently rather than as a component of a shared portfolio. These conflicts related to valuations and allocation of portfolios will not necessarily be resolved in favor of all KKR Credit Funds or Other Clients for which the constituents of the asset pool would be suitable. General Partner’s Interest; Fees A KKR Credit GP’s entitlement to receive carried interest or performance allocations or fees (particularly where a KKR Credit Fund contains a preferred return or hurdle for the benefit of investors) or comparable arrangements with any Other Client will, in certain cases, create an incentive for the KKR Credit GP and KKR Credit to make riskier or more speculative investments on behalf of KKR Credit Funds (or Other Clients) than would be the case in the absence of this arrangement. The payment by some, but not all, KKR Credit Funds and Other Clients of carried interest or performance allocations or fees or the payment of such amounts at varying rates (including varying effective rates based on the past performance of a KKR Credit Fund or Other Client) will, in certain cases, create an incentive for KKR Credit to disproportionately allocate time, services or functions to KKR Credit Funds and Other Clients paying carried interest or performance allocations or fees or paying such amounts at a higher rate, or allocate investment opportunities to such KKR Funds. Recently enacted U.S. tax reform legislation requires KKR Credit GPs to hold an investment for more than three years in order for the carried interest related to such investment to be treated as long-term capital gains for tax purposes. This lengthened hold period will, in certain circumstances, result in a conflict between KKR Credit’s interests and the interests of investors with respect to the sequence and timing of disposals of investments. Investors in KKR Credit Funds or Other Clients generally are eligible for long-term capital gains treatment after a holdings period of only one year. Please see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss – Certain Tax Legislation for further information regarding this potential conflict of interest. Each KKR Credit GP or, as applicable, KKR Credit, will be responsible for the valuation of a KKR Credit Fund’s or Other Client’s investments. In some KKR Credit Funds or Other Clients, KKR Credit GPs (or KKR Credit, as applicable) do not receive carried interest or performance allocations or fees until investors receive distributions equal to their share of write-downs not taken into account in prior distributions or until
the relevant KKR Credit Funds or Other Clients have exceeded previous “high water marks”. Each such KKR Credit GP (and KKR Credit), therefore, has a conflict of interest with respect to such valuations because the amount of carried interest or performance allocations or fees to which such KKR Credit GP (or KKR Credit) is entitled with respect to the KKR Credit Fund or Other Client, and the timing of its receipt of carried interest or performance allocations or fees, will depend in part on the value of the investments that continue to be held by the KKR Credit Fund or Other Client. Further, in the “catch-up” period (if any) that occurs after investors in certain KKR Credit Funds or Other Clients have received the applicable preferred return, the KKR Credit GP or KKR Credit, as applicable, is incentivized to bring realizations forward and lock in returns (and stop the accrual of the preferred return), even though the relevant KKR Credit Fund or Other Client would achieve a higher overall return if it had realized the investment at a later date. Finally, a KKR Credit GP or KKR Credit could be motivated to overstate valuations in order to improve a KKR Credit Fund’s or Other Client’s track record or to minimize losses from write-downs that would need to be returned in accordance with the terms of the relevant KKR Credit Fund or KKR Other Client prior to the relevant KKR Credit GP’s or KKR Credit’s receiving carried interest or performance allocations or fees. To mitigate this conflict of interest the value of any securities distributed in kind by the Fund shall be confirmed in a report established by the Fund’s independent external auditor in accordance with the law, the costs of which shall be borne pro rata by the Partners receiving such in-kind distribution (based on the sharing percentages in respect of the relevant investment). KKR Credit has valuation policies and procedures in place to protect against such conflicts of interest. In addition, in the event that any KKR Credit Fund or Other Client makes any distribution in kind to investors or to any investor in particular, the fair market value of such property will be determined by the relevant KKR Credit GP or KKR Credit. If the valuations made by the KKR Credit GP or KKR Credit are incorrect (including both with respect to an in kind distribution or with respect to the fair value of investments that continue to be held by the KKR Credit Fund or Other Client), the carried interest or performance allocations or fees received by such KKR Credit GP or KKR Credit, or the timing of receipt of carried interest or performance allocations or fees, could also be incorrect. An independent valuation or appraisal generally will not be required and is not expected to be obtained in connection with in kind distributions or contributions. In certain circumstances, a KKR Credit Fund will be permitted to make a distribution in kind to all investors in the KKR Credit Fund. Certain of a KKR Credit GPs KKR Credit Funds or Other Clients will be permitted under applicable governing documents to elect to receive an in-kind distribution of securities in lieu of a cash distribution in connection with any proposed disposition by a KKR Credit Fund or Other Client, in which case the KKR Credit GP might itself elect to receive an in-kind distribution in lieu of a cash distribution with respect to carried interest or other amounts distributable to such KKR Credit GP with respect to a portfolio investment of a KKR Credit Fund. In such circumstances, notwithstanding the KKR Credit GP’s election to receive its share of the investment in-kind, it is expected that the KKR Credit Fund would dispose of the portion of the investment allocable to the investors and distribute cash unless investors exercise any right they have to elect an in-kind distribution pursuant to the KKR Credit Fund’s governing documents. The decision of the KKR Credit GP to receive such an in kind distribution will result in such KKR Credit GP disposing of its investment at a different time than the disposition by the KKR Credit Fund of the portion of the investment allocable to the investors and otherwise taking actions with respect to such investment (including the exercise of voting or other rights in connection therewith) that are different than the actions taken by the KKR Credit Fund with respect to the portion of the investment allocable to the investors. A KKR Credit GP will, in certain cases, ultimately receive a return on its share of an investment distributed to it in kind that is higher than the return achieved by the investors with respect to their share of such investment and is higher than the amount it would have received (including with respect to both its carried interest and its capital interest) had it taken its distribution in cash at the same time as the disposition by the KKR Credit Fund.
Under certain circumstances, a KKR proprietary entity seeks to hold a co-investment interest when a KKR Credit Fund or Other Client sells its corresponding interest in an investment , due to differences in strategy, asset allocation objectives or liquidity needs. KKR would obtain any consents required under the governing documents of KKR Credit Fund and Other Clients prior to doing so and would endeavor to determine whether there would be a negative impact on the valuations of KKR Credit Funds or Other Clients prior to implementing a hold strategy for a KKR proprietary account. Such variations in timing of investment dispositions will, in certain circumstances result in KKR proprietary entities achieving better investment performance than KKR Credit Funds and Other Clients. The payment of the management fees, under certain cases, will also give rise to certain conflicts of interest. Management fees payable after a KKR Credit Fund’s or Other Client’s investment period terminates are typically based on the cost basis of invested capital of investors allocable to portfolio investments held by a KKR Credit Fund or Other Client as of the last day of the most recently ended calendar quarter or NAV, and will generally include any amounts borrowed by KKR Credit Funds or Other Clients. Under the governing documents of KKR Credit Funds and Other Clients, the cost basis of invested capital allocable to a portfolio investment is generally not reduced by the loss inherent in any write down in the valuation of such portfolio investment and accordingly, management fees payable by KKR Credit Funds and Other Clients are not reduced as a result of the diminution in value of portfolio investments held by KKR Credit Funds and Other Clients. In addition, the post-investment period management fees will increase to the extent that the relevant KKR Credit Fund or Other Client has invested more capital. As a result, the method of calculating the management fees create an incentive for a KKR Credit GP (or KKR Credit) to seek to draw down and deploy more capital (or more capital more quickly) or to borrow more than it would otherwise. Furthermore, the method of calculating management fees creates an incentive for a KKR Credit GP (or KKR Credit) to cause the relevant KKR Credit Fund (or Other Client) to hold on to investments that have poor prospects for improvement in order to receive a potentially larger carried interest distribution and for KKR Credit to receive ongoing management fees. Service Providers Certain advisors and other service providers, or their affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, and investment or commercial banking firms), to a KKR Credit Fund or Other Client and its portfolio companies also provide goods or services to or have business, personal, political, financial or other relationships with the general partner of such fund, KKR Credit or its affiliates or employees. Such advisors and service providers, together with other associated persons (such as the CEOs or other executives of portfolio companies) could be investors in (or investments of) KKR Credit Funds, Other Clients or KKR Credit, sources of investment opportunities for KKR Credit, or otherwise be co-investors with or counterparties to transactions involving the foregoing and payments by such KKR Credit Funds and/or portfolio companies will, in certain cases, indirectly benefit KKR Credit or such other KKR Credit Funds. These relationships will, under certain circumstances create an incentive for the KKR Credit GP and KKR Credit in deciding whether to select or recommend any such advisor or service provider to perform services for a KKR Credit Fund or Other Client or a portfolio company (the cost of which will generally be borne directly or indirectly by such KKR Credit Fund or Other Client or its portfolio company, as applicable). To the extent such advisors or service providers or other associated persons participate in KKR Credit Parallel Vehicles and/or KKR Credit Feeder Funds, a portion of the commitments to KKR Credit Parallel Vehicles and/or KKR Credit Feeder Funds which satisfy the KKR Credit Minimum Commitment will be funded by the commitments made by such advisors, service providers or other associated persons, which typically will not be subject to management fees or carried interest allocations, performance fees or other performance-related compensation. Notwithstanding the foregoing, KKR Credit GPs and KKR Credit will generally seek to engage advisors and service providers in connection with investment transactions for KKR C redit Funds or Other Clients
that require their use on the basis of cost and the overall quality of advice and other services provided, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that a KKR Credit GP believes to be of benefit to the KKR Credit Fund or Other Client, as applicable. Advisors and service providers, or their affiliates, often charge different rates or establish other terms in respect of advice and other services provided to KKR Credit and its affiliates (including portfolio entities held as investments by KKR Credit, KKR Credit Funds or Other Clients). Relevant comparisons might not be available for a number of reasons, including, without limitation, as a result of a lack of a substantial market of providers of users of such services or the confidential and/or bespoke nature of such services. With respect to service providers, for example, the fee for a given type of work will vary depending on the complexity of the matter as well as the time and expertise required and demands placed on the service provider. Therefore, to the extent the types or scopes of services used by KKR Credit Funds, Other Clients and portfolio companies are different from those used by KKR Credit, its affiliates or their respective employees, KKR Credit and its affiliates will pay different amounts or rates than those paid by the KKR Credit Funds, Other Clients and portfolio companies. However, it is KKR Credit’s practice to not enter into arrangements with advisors or service providers that could provide for lower rates or discounts than those available to KKR Credit Funds, Other Clients or portfolio companies for the same services. In connection with such relationships, KKR Credit GPs will make determinations of market rates based on its consideration of a number of factors, which are generally expected to include the KKR GP’s experience with relevant service providers and the overall quality of the services they provide. Certain advisors and other service providers, or their affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, and investment or commercial banking firms), to a KKR Credit Fund or Other Client and its portfolio companies also provide goods or services to or have business, personal, political, financial or other relationships with the general partner of such fund, KKR Credit or its affiliates or employees, including potentially family members or relatives employed by such advisors or service providers. In addition, certain advisors and service providers (including law firms) temporarily provide their personnel to KKR Credit or its affiliates, KKR Credit Funds, Other Clients or portfolio companies pursuant to various arrangements, including at cost or at no cost. While often the KKR Credit Funds and Other Clients and their portfolio companies are the beneficiaries of these types of arrangements, KKR Credit is from time to time the beneficiary of these arrangements as well, including in circumstances where the advisor or service provider also provides services to the KKR Credit Fund or Other Client in the ordinary course. Such personnel provide services in respect of multiple matters, in respect of matters related to KKR Credit, their respective affiliates and/or portfolio companies. Minority Investments in Other Businesses KKR Credit affiliates have made and will likely continue to make minority investments in alternative asset management firms (other than those described in this Brochure) and other businesses, including, but not limited to, insurance firms, that are not portfolio companies of KKR Credit Funds or Other Clients and that are not affiliated with KKR Credit, KKR Credit Funds, Other Clients or their respective portfolio investments. Certain of these businesses could from time to time engage in investment or other transactions that are similar to those in which KKR Credit Funds or Other Clients engage, including purchase and sale transactions with these asset management firms and their sponsored funds and portfolio companies. Typically, the KKR Credit affiliate with an interest in the asset management firm and similar businesses has an entitlement to receive a share of carried interest/performance based incentive compensation and net fee income or revenue share generated by the various products, vehicles, funds and accounts managed by
that third-party asset management firm, or a revenue share that is based on the transactional or other activities of the third-party asset management firm or other business. In addition, while such minority investments have been structured so that KKR Credit does not control such third-party asset management firms or other businesses, KKR Credit or its affiliates could nonetheless be afforded certain governance rights, for example, in relation to certain investments of third-party asset management firms (such as protective rights, negative control rights or anti-dilution arrangements, as well as certain reporting and consultation rights) that afford KKR Credit or its affiliates the ability to influence the firm. Even if KKR Credit and its affiliates does not intend to control such third-party asset management firms or other businesses, there can be no assurance that governmental authorities or other third parties will similarly conclude that such investments are non-control investments or that, due to the provisions of the governing documents of such third-party asset management firms or other businesses or the interpretation of applicable law or regulations, that investments by KKR Credit and its affiliates, KKR Credit Funds or Other Clients and their respective portfolio companies will not be deemed to have control elements for certain contractual, regulatory or other purposes. While such third-party asset managers or other businesses will not be deemed “affiliates” of KKR Credit, KKR Credit and its affiliates could, under certain circumstances, be in a position to influence the management and operations of such asset managers or other businesses and the existence of an economic/revenue sharing interest therein could give rise to conflicts of interest. Participation rights in a third-party asset management firm (or other business), negotiated governance arrangements and/or the interpretation of applicable law or regulations could expose the investments of KKR Credit Funds or Other Clients to claims by third parties in connection with such investments (as indirect owners of such asset management firms or businesses) that could have an adverse financial impact on their respective performance. From time to time, certain KKR Credit Funds or Other Clients and their respective portfolio companies could engage in transactions with, and buy and sell investments from, third-party asset managers and their sponsored funds, or such other businesses. In addition, KKR Credit Funds or Other Clients could make investments in vehicles sponsored by such third-party asset managers, which could result in KKR Credit or its affiliates earning carried interest/performance-based incentive compensation and/or fee income or revenue in respect of any such transactions. Additionally, it is expected that KKR Credit Funds or Other Clients and/or controlled and non-controlled portfolio companies of KKR Credit Funds or Other Clients could provide various forms of financing, including debt and equity, to such alternative asset management, insurance firms or other businesses and their respective investment funds and portfolio companies, and affiliated service providers or other affiliates of KKR Credit could earn fees in exchange for providing services in connection with such financings, even if the sole providers of a financing are KKR Credit Funds or Other Clients and/or their respective portfolio companies, all of which will not reduce management fees paid by such KKR Credit Funds or Other Clients. There can be no assurance that the terms of any of the transactions described above between parties related to KKR Credit, on the one hand, and a KKR Credit Fund or Other Client and its portfolio companies, on the other hand, will be at arms’ length or that KKR Credit and its affiliates will not receive a direct or indirect benefit from such transactions, which could be expected to incentivize KKR Credit and its affiliates to cause these transactions to occur. Such conflicts related to investments in and arrangements with other asset management firms or other businesses will not necessarily be resolved in favor of KKR Credit Funds or Other Clients. Investors will not be entitled to receive notice or disclosure of the terms or occurrence of either the investments in alternative asset management firms or transactions therewith and will not receive any benefit from such transactions. Further, it is anticipated that KKR Credit personnel and the personnel of any such asset manager or other business could also invest in KKR Credit Funds or Other Clients and/or such other firms’ managed funds or businesses (and vice versa), and such asset manager or other business (as applicable) could invest in KKR Credit Funds or Other Clients, on preferential terms, including on a
no-fee and/or no-carry basis that is not subject to “most favored nations” treatment, in each case, as determined by KKR Credit and its affiliates. Third-Party Placement Agents KKR Credit enters into arrangements with third parties to raise capital for a KKR Credit Fund or Other Client. Such placement agents receive a flat fee or in some cases a percentage of the investments they bring to the respective KKR Credit Fund or Other Client. KKR Credit generally bears such fees instead of KKR Credit Funds or Other Clients. Basing the placement agent’s compensation on an investor’s decision to invest creates a conflict of interest by incentivizing the placement agent to attract investors to a KKR Credit Fund or Other Client, even in certain cases when it will not be in the investors’ best interests to subscribe. Interpretation of Governing Documents and Legal Requirements The governing and related documents of each KKR Credit Fund or Other Client are detailed agreements that establish complex arrangements among KKR Credit, the investors, the KKR Credit Fund or Other Client, and other entities and individuals. Questions will arise from time to time under these agreements regarding the parties’ rights and obligations in certain situations, some of which the parties have not considered while drafting and executing these agreements. In these instances, the applicable provisions of the agreements, if any, will, in certain cases, be broad, general, ambiguous, or conflicting, and may permit more than one reasonable interpretation. At times, there will not be provisions directly applicable to the situation at hand. While KKR Credit will construe the relevant agreements in good faith and in a manner consistent with its legal obligations, the interpretations it adopts will not necessarily be, and need not be, the most favorable interpretations for KKR Credit Funds or Other Clients or their investors. Multiple Clients Certain inherent conflicts of interest arise from the fact that KKR Credit provides investment management services to multiple clients, as these clients will, in certain cases, have overlapping investment objectives. The KKR Credit professionals who provide investment management services to one KKR Credit Fund or Other Client are affiliated with (or in some cases are the same as) other KKR Credit professionals who provide similar services to other KKR Credit Funds or Other Clients or KKR Credit proprietary accounts with the same or similar investment objectives. In addition, portfolio strategies or KKR proprietary investment strategies that KKR Credit employs for a certain KKR Credit Fund or Other Client could conflict with strategies for other KKR Credit Funds or Other Clients, accounts or businesses and will affect the prices and availability of securities and other assets in which such other KKR Credit Funds or Other Clients invest. KKR Credit also advise KKR Credit Funds or Other Clients with conflicting investment objectives or strategies, which can adversely affect the prices and availability of other securities or instruments held by or considered for one or more KKR Credit Funds or Other Clients. Additionally, given the broad scope of certain investment strategies of KKR Funds or Other Clients, which in some instances will overlap with investment strategies of KKR Credit Funds and KKR proprietary accounts, investment opportunities that fall within a KKR Fund’s or Other Client’s scope will, from time to time, be allocated to a KKR Credit Fund or KKR proprietary accounts, subject to KKR’s investment allocation policies and procedures. For example, KKR has established real estate credit and strategic investments that are also pursued by certain KKR Credit Funds. Pursuant to internal allocation policies established by KKR and KKR Credit, KKR Credit Funds are from time to time allocated in full, certain types of real estate related private credit opportunities and certain non-performing or sub-performing private credit opportunities, that could also be allocable to a KKR Fund or Other Client based on their investment strategy.
KKR Credit will receive various kinds of portfolio company data and information (including from portfolio entities of KKR Credit Funds or Other Clients), including information relating to business operations, trends, budgets, customers and other metrics. In furtherance of the foregoing, KKR Credit could seek to enter into information sharing and use arrangements with portfolio companies. KKR Credit believes that access to this information furthers the interests of limited partners by providing opportunities for operational improvements across portfolio companies and for KKR Credit to utilize such information in connection with the investment management activities of KKR Credit Fund and Other Clients. Subject to appropriate applicable confidentiality requirements and applicable law and KKR Credit’s policies and procedures on the proper handling of private and confidential information, KKR Credit also utilizes such information outside of the activities of KKR Credit Funds or Other Clients in a manner that provides a material benefit to KKR Credit Funds or Other Clients, or to KKR Credit or KKR Credit affiliates in which KKR Credit Funds or Other Clients would not participate. For example, information from a portfolio company owned by a KKR Credit Fund could enable KKR Credit to better understand a particular industry and execute trading and investment strategies in reliance on that understanding for KKR Credit, KKR affiliates or KKR Credit Funds or Other Clients that do not own an interest in such portfolio company, without compensation or benefit to such KKR Credit Fund or its portfolio companies for the use of such information. However, the acquisition of certain confidential or material, non-public information will also, in certain cases, limit the ability of KKR Credit Funds or Other Clients to buy or sell particular securities. The benefits received by KKR Credit or KKR Credit affiliates from any such arrangements will not offset management fees or otherwise be shared with investors. Advisory Committees Certain KKR Credit Funds or Other Clients have advisory committees that consist of the representatives of certain investors in such KKR Credit Funds or Other Clients. Any approval or consent given by such advisory committees is generally binding on such KKR Credit Funds or Other Clients and all of their investors. Advisory committees are also generally authorized to give approval or consent required under the Advisers Act, including under Section 206(3) of the Advisers Act. Although KKR Credit has adopted investment allocation policies and procedures and conflicts mitigation policies and procedures to mitigate potential conflicts of interest among KKR Credit Funds and Other Clients, advisory committee members will also have conflicts of interest that do not disqualify them from voting on or consenting to matters submitted for consideration or review. Where a relevant investment transaction involves multiple KKR Credit Funds or Other Clients, it is possible that limited partners have appointed (or are entitled to appoint) representatives to advisory committees (or equivalent bodies) of multiple KKR Credit Funds or Other Clients. In such circumstances, the impacted advisory committee members will generally not be required to recuse themselves from voting on the relevant transaction and, depending on the nature of the transaction, could be motivated to exercise their vote in a manner that has greater relative benefits for one or more of the KKR Credit Funds or Other Clients they are invested in. In addition, advisory committee members generally do not owe a fiduciary obligation to the relevant KKR Credit Fund or Other Client. Common Advisors KKR Credit Funds, Other Clients, certain co-investment vehicles, Manager Co-investment Vehicles and KKR Funds will generally engage common legal counsel and other advisors to represent all of the parties in a particular transaction, including a transaction in which such funds have conflicting interests because they are investing in different securities of a single portfolio company. In the event of a significant dispute or divergence of interest between one or more KKR Credit Funds, Other Clients, certain co-investment vehicles, Manager Co-investment Vehicles and KKR Funds, such as in a work-out or other distressed situation, separate representation will, in certain cases, become desirable and in litigation and other circumstances, separate representation could be required. Legal counsel and other advisors who advise KKR Credit Funds and Other Clients also routinely represent KKR Credit and KKR affiliates in various
matters. Partners of the law firms and other advisor and service providers engaged to represent KKR Credit Funds, Other Clients, certain co-investment vehicles, Manager Co-investment Vehicles and KKR Funds are directly or indirectly investors in such funds, and also represent one or more portfolio companies or investors of such funds. Expanding Scope of KKR & Co. The family of related entities colloquially known as “KKR & Co.” continues to expand in scope and range of activities. This creates increased opportunities for conflicts of interest, increased pressure on the allocation of opportunities across the platform and increased competition for the time, including conflicts of interest with respect to the devotion of time and attention of KKR & Co. investment executives who provide services in respect of KKR Credit Funds, Other Clients and their respective investments. It also creates increased opportunities for disputes, liabilities, and other burdens on such investment executives. There can be no assurance of a net benefit to KKR Credit Funds and Other Clients in connection therewith, and it is possible that the expansion of KKR & Co. may yield a net detriment to KKR Credit Funds or Other Clients.
Item 12. Brokerage practices
Selecting or Recommending Broker-Dealers It is KKR Credit’s policy to seek to obtain best execution of trades (if any) in public equity and debt securities and other marketable securities traded on behalf of the KKR Credit Funds and Other Clients by a selected broker-dealer. In seeking best execution, the determinative factor is not always the lowest possible per security price or commission but whether, in KKR Credit’s view, the transaction represents the best overall qualitative and quantitative execution for the KKR Credit Fund or Other Client. KKR Credit’s process of determining best execution involves not only an assessment of brokerage commissions or bid/offer spreads, but also an evaluation of broker-dealer ancillary services. KKR Credit generally considers a range of a broker-dealer’s services in assessing best execution, including: •
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competitiveness of commission rates and spreads;
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promptness of execution;
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past history in executing orders;
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clearance and settlement capabilities;
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access to markets, investments (including access to new issues) and distribution network;
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whether the broker-dealer is making a market in a particular issuer;
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trade error rate and ability or willingness to correct errors;
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anonymity/confidentiality;
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market impact;
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liquidity;
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speed of execution;
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expertise with complex transactions;
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trading style and strategy; and
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geographic location.
Although KKR Credit will seek competitive commissions and spreads, it will not necessarily obtain the lowest possible rates for portfolio transactions. The commissions, spreads or other transaction or financial advisory fees charged by an executing broker-dealer will be higher or lower than those charged by other broker-dealers. On a quarterly basis, KKR Credit’s Trade Review Committee conducts an evaluation of the qualitative and quantitative factors surrounding the execution quality of its counterparties. As noted above in Item 10, the Affiliated Brokers do not execute transactions on behalf of KKR Credit Funds and Other Clients. In addition, such Affiliated Brokers do not maintain client accounts. Research and Other Soft Dollar Benefits Pursuant to KKR Credit’s policy, it does not enter into soft dollar or comparable commission sharing arrangements with broker-dealers relating to transactions executed for the benefit of KKR Credit Funds or Other Clients, despite the incentive to receive research or other products or services without paying. It should be noted, however, that various broker-dealers provide KKR Credit or its affiliates with proprietary research and other products and services, which KKR Credit, in certain cases, uses to service all KKR Credit Funds or Other Clients. KKR Credit is of the view that it would receive such research, products and services regardless of the volume of transactions executed through such broker-dealers or the level of commissions or spreads generated by such transactions and that, accordingly, it is not causing any KKR Credit Fund and Other Client to “pay up” for such research, services or products and such research, products and services are not a factor considered by KKR Credit in directing client transactions to such brokerdealers. KKR Credit does not cause KKR Credit Funds or Other Clients to pay commissions higher than those charged by other broker-dealers in return for soft-dollar benefits or direct client transactions to a particular broker-dealer in return for soft dollar benefits. Acquisitions of portfolio companies will typically be executed by KKR Credit on behalf of KKR Credit Funds or Other Clients on terms specifically negotiated by KKR Credit with such companies or the seller of such companies. In certain jurisdictions, such as the United Kingdom and Ireland, KKR Credit’s locally-regulated affiliates will be required to pay for research services they consume in order to comply with MiFID II standards as implemented by the relevant local financial services regulator. The purpose of the MiFID II standards regarding research consumption is to ensure there is a clear delineation between commissions paid for trading services and the provision of research. KKR Credit is of the view that this aligns with KKR Credit’s approach to soft dollar arrangements discussed above as it ensures that the provision of research is not a consideration when deciding where to direct client transactions. Brokerage for Client Referrals KKR Credit engages broker-dealers or affiliates of broker-dealers with whom it engages in securities transactions on behalf of KKR Credit Funds and Other Clients to place securities issued by KKR Credit Funds. Similarly, such entities will be underwriters of, or otherwise involved in the placement of securities issued by KKR Credit or KKR Credit portfolio companies. The foregoing relationships with broker-dealers and their affiliates give rise to a conflict of interest to the extent that such relationships could be viewed as influencing KKR Credit’s selection of broker dealers and other trading counterparties. As noted above, however, KKR Credit takes into account a number of factors in attempting to satisfy its fiduciary obligation to seek best execution for its clients’ securities transactions. Directed Brokerage KKR Credit does not recommend, request or require that a client direct KKR Credit to execute transactions through a specified broker-dealer.
Aggregation of Client Orders (Bunched Trades) In order to minimize execution costs and obtain best execution for KKR Credit Fund and Other Client transactions in marketable securities, KKR Credit bunch orders for KKR Credit Funds and Other Clients (subject to KKR Credit’s obligation to seek best execution for KKR Credit Funds and Other Clients and otherwise treat KKR Credit Funds and Other Clients in a fair and equitable manner over time). Allocations of bunched trades are made consistent with KKR Credit’s allocation policies and procedures described above in Item 11.
Item 13. Review of accounts
KKR Credit has an internal structure which allocates responsibility for oversight of KKR Credit Fund and Other Client portfolios and/or specific KKR Credit Fund or Other Client portfolio investments to the respective KKR Credit investment committees and/or executive investment management, and for certain Other Clients, as it relates to strategic investment oversight, to appropriate senior investment executives. Generally, investments of KKR Credit Funds and Other Clients are overseen by established investment committees, which primarily consist of representation by portfolio management, KKR Credit senior investment executives, and for certain credit strategies, trading.
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Additionally, certain KKR Credit Portfolio Managers oversee the investment process for Other Clients investing in certain strategies. Please see Item 16 – Investment Discretion for additional information regarding Investment Discretion with respect to Other Clients. KKR Credit Fund and Other Client portfolios and their respective investments are reviewed and monitored with respect to historic and anticipated performance, market developments and compliance with the investment mandate of the relevant KKR Credit Fund or Other Client on an ongoing basis, both informally and formally through scheduled periodic meetings of the investment committees or established portfolio monitoring governance structure, as appropriate. The nature and frequency of regular reports to KKR Credit Funds and Other Clients and to investors in KKR Credit Funds and Other Clients depends on the terms of the governing documents of such KKR Credit Funds and Other Clients, regulatory requirements, and/or the requirements of any exchange or market on which their securities are admitted to trade or the relevant management agreement. Typically, investors in KKR Credit Funds are provided with written quarterly unaudited financial reports and annual audited financial statements.
Item 14. Client referrals and other compensation
Economic Benefits from Non-Clients As described in more detail under Item 5 and Item 10, Employees, Affiliated Brokers, KKR Capstone other KKR proprietary entities and other Consultants receive economic benefits from portfolio companies of KKR Credit Funds and Other Clients. Please see Item 5 – Fees and Compensation with respect to monitoring fees, financial advisory fees, transaction fees, accelerated fees, break-up fees and other compensation. Please see Item 5 – Fees and Compensation with respect to directors’ fees for Employees serving on boards of portfolio companies. Please see Item 5 – Fees and Compensation and Item 10 – Other Financial Industry Activities and Affiliations with respect to compensation received by Affiliated Brokers.
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Please see Item 5 – Fees and Compensation with respect to portfolio companies of KKR Credit Funds or Other Clients and fees and/or servicing payments payable to KKR, its affiliates (or other Consultants). Compensation to Non-Supervised Persons for Client Referrals KKR Credit enters into solicitation agreements pursuant to which it compensates a third-party intermediary for client referrals that result in the provision of investment advisory services by KKR Credit. KKR Credit will disclose these solicitation arrangements to affected investors, and any cash solicitation agreements will comply with Rule 206(4)-3 under the Advisers Act. Solicitors introducing clients to KKR Credit receive compensation from KKR Credit, such as a retainer and/or a percentage of introduced capital. Such compensation will be paid pursuant to a written agreement with the solicitor and generally is terminable by either party from time to time. The cost of any such fees will be borne entirely by KKR Credit or KKR and not by any affected client.
Item 15. Custody
KKR Credit has custody of the assets of certain KKR Credit Funds and Manager Co-investment Vehicles, and these KKR Credit Funds and their investors receive annual audited financial statements from the KKR Credit Funds’ auditor. Other KKR Credit Funds and Other Clients of KKR Credit receive account statements from broker-dealers, banks or other qualified custodians with respect to the assets managed by KKR Credit. KKR Credit sends certain account and performance information to KKR Credit Funds and Other Clients, and KKR Credit urges the KKR Credit Funds and Other Clients to compare the information they receive from KKR Credit with the information received from KKR Credit Fund auditors or brokerdealers, banks or other qualified custodians.
Item 16. Investment discretion
KKR Credit, including through the KKR Credit GPs, generally has discretionary authority based on its investment management agreements with each KKR Credit Fund or Other Client and the governing documents of the KKR Credit Funds and Other Clients to buy and sell securities or other investments on behalf of the KKR Credit Funds and Other Clients and to determine the amount of such investments to be bought and sold. The terms upon which KKR Credit serves as investment manager of a KKR Credit Fund are established at the time each KKR Credit Fund is established and are generally set out in the governing documents entered into by KKR Credit with respect to the relevant KKR Credit Fund, and disclosed in the offering or disclosure documents for the relevant KKR Credit Fund, as applicable.
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These terms, which vary as among each KKR Credit Fund, potentially restrict KKR Credit’s advice concerning investment in certain securities or types of securities, geographies, and leverage. Typically, the governing documents of the KKR Credit Funds contain limited investment restrictions and requirements as to diversification of fund investments, either by geographic region or asset type. For Other Clients and certain other investment vehicles established for a single investor, KKR Credit would negotiate the level of investment discretion with the client at the outset of the advisory relationship. In addition to the conflicts of interest described under Item 11, as a general matter, KKR Credit will, in certain cases, exercise its investment discretion to give advice or take action (including entering into short sales, derivative transactions or other “opposite way trading” activities) with respect to the investments held by, and transactions of KKR Credit Funds, Other Clients or KKR proprietary entities that is different from or otherwise inconsistent with the advice given or timing or nature of any action taken with respect to the investments held by, and transactions of, other KKR Credit Funds, Other Clients or KKR proprietary entities. Such different advice and/or inconsistent actions will be due to a variety of reasons, including, without limitation, differences between the investment objectives, programs, strategies and tax treatment
of certain KKR Credit Funds, Other Clients or KKR proprietary entities or the regulatory status of other KKR Credit Funds or Other Clients and any related restrictions or obligations imposed on KKR Credit as a fiduciary thereof (including for example KKR Credit Funds or Other Clients that are registered as investment companies under the Investment Company Act). Such advice and actions will, in certain cases, adversely impact KKR Credit Funds and Other Clients. For example, another KKR Credit Fund, Other Client, Seed Investment or other KKR proprietary entity establishes a short position in a security held by a KKR Credit Fund, Other Client, Seed Investment or other KKR proprietary entity (for example as collateral) and such short sale results in a decrease in the price of the security that the relevant KKR Credit Fund, Other Client, Seed Investment or other KKR proprietary entity hold. Similarly, KKR Credit seeks to buy or sell a security for a KKR Credit Fund or Other Client and, concurrently or in close proximity in time, seek to buy or sell the same securities or similar securities in the opposite direction; this can benefit the execution quality of the second account to execute such a trade. KKR Credit has established policies and procedures intended to address conflicts of interest inherent in effecting long and short positions in the same security (i.e., opposite way trading) with respect to KKR Credit Funds, Other Clients, Seed Investments and other propriety accounts. These policies and procedures are designed to ensure that KKR Credit will treat all accounts (including Seed Investments and other KKR proprietary entities) on equal footing and not favor long trading or short trading, or short trading over long trading; and also ensure that opposite way trading is the result of independent investment theses and is executed in an orderly and equitable fashion.
Item 17. Voting client securities
In accordance with Rule 206(4)-6 under the Advisers Act, KKR Credit has adopted policies with respect to voting Client securities, and has engaged an independent third party proxy voting specialist, Institutional Shareholder Services, Inc. (“ISS”), to assist KKR Credit in the proxy voting process. The services provided by ISS include research and voting recommendations as well as ballot notifications, execution, reporting and recordkeeping with respect to both U.S. and non-U.S. securities of publicly traded companies. KKR Credit has engaged ISS to assist with its proxy voting, however, KKR Credit, retains ultimate voting discretion with respect to KKR Credit Fund or Other Client securities. It is the general policy of KKR Credit to vote proxies in the best interest of its’ Clients.
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KKR Credit will, in certain cases, either depart from an ISS recommendation in order to avoid voting decisions believed to be contrary to the best interests of KKR Credit Funds and Other Clients, or even choose not to vote proxies in certain situations. Any such exceptions will be documented by KKR Credit Compliance. KKR Credit recognizes that in certain cases there will also be a potential conflict of interest in voting proxies due to business or personal relationships it maintains with persons having an interest in the outcome of certain votes. KKR Credit has adopted policies to address these and other issues that could give rise to a conflict, including referring the matter to the KKR Credit’s Compliance Group to address issues raised from potential conflicts. Appropriate documentation to support its proxy voting position on such proxy matters will be maintained. A KKR Credit Fund or Other Client or investor in a KKR Credit Fund can obtain a copy of KKR Credit’s Proxy Voting policies and procedures and information on how KKR Credit voted proxies on behalf of such party on written request to KKR Credit.
Item 18. Financial information
KKR Credit does not require the payment of management fees or other compensation six months or more in advance. There exists no financial condition of which KKR Credit is currently aware that would impair KKR Credit’s ability to meet contractual commitments to its Clients.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.