KKR & Co. Inc. Announces $2.53 Billion Offering of 6.25% Series D Mandatory Convertible Preferred Stock
New York, NY – March 7, 2025 – KKR & Co. Inc. (NYSE: KKR) announced the successful completion of its previously disclosed underwritten public offering of 51,750,000 shares of 6.25% Series D Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”). The total aggregate liquidation preference of the offering amounts to $2,587,500,000, which includes 6,750,000 shares issued upon full exercise of the underwriters' over-allotment option.
The offering was conducted under an underwriting agreement with Morgan Stanley & Co. LLC and KKR Capital Markets LLC, as representatives of the underwriters. Net proceeds from the offering were approximately $2.53 billion, after deducting underwriting discounts and estimated offering expenses.
Key Terms of the Mandatory Convertible Preferred Stock
The Mandatory Convertible Preferred Stock, as outlined in the Certificate of Designations filed with the Delaware Secretary of State, features the following terms:
Dividend Rate: 6.25% per annum, payable quarterly on March 1, June 1, September 1, and December 1, beginning June 1, 2025.
Conversion Date: Automatically converts to Common Stock on March 1, 2028, unless converted earlier.
Conversion Range:
Each share converts into between 0.3312 and 0.4140 shares of Common Stock.
The exact conversion rate will be based on the volume-weighted average price (VWAP) of KKR common stock over a 20-day period prior to March 1, 2028.
Liquidation Preference: $50.00 per share, plus any accumulated and unpaid dividends.
Dividend Payments:
Dividends may be paid in cash, shares of Common Stock, or a combination of both.
Payments are subject to certain restrictions and conditions.
Restrictions on Dividends & Repurchases
Unless all accumulated and unpaid dividends are declared and paid in full:
KKR may not declare or pay dividends on its Common Stock or other junior-ranking securities.
KKR may not repurchase or redeem its Common Stock or other junior-ranking securities.
Any dividend payments on securities of equal priority must be made on a pro-rata basis with the Mandatory Convertible Preferred Stock.
Use of Proceeds
KKR intends to use the net proceeds from the offering for general corporate purposes, including:
Strategic investments
Potential acquisitions
Operational expenses
Legal Filing and Effective Date
The Certificate of Designations was filed with the Delaware Secretary of State and became effective on March 7, 2025.