UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
KKR & Co. L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
48248M102
(CUSIP Number)
December 31, 2010
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G
| CUSIP No. 48248M102 | Page 2 of 16 Pages |
| (1) |
Name of reporting persons:
Lexington Partners VI Holdings, LP | |||||
| (2) | Check the appropriate box if a member of a group
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization:
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power:
19,507,310 | ||||
| (6) | Shared voting power:
0 | |||||
| (7) | Sole dispositive power:
19,507,310 | |||||
| (8) | Shared dispositive power:
0 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person:
19,507,310 | |||||
| (10) |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨ | |||||
| (11) |
Percent of class represented by amount in row (9):
8.4%* | |||||
| (12) |
Type of reporting person (See Instructions):
PN | |||||
| * | The calculation of the foregoing percentage is based on 231,698,206 Common Units outstanding as of February 23, 2012 as reported in the KKR & Co. L.P. Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 27, 2012. |
13G
| CUSIP No. 48248M102 | Page 3 of 16 Pages |
| (1) |
Name of reporting persons:
Lexington Partners VI Holdings, LLC | |||||
| (2) | Check the appropriate box if a member of a group
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization:
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power:
19,507,310 | ||||
| (6) | Shared voting power:
0 | |||||
| (7) | Sole dispositive power:
19,507,310 | |||||
| (8) | Shared dispositive power:
0 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person:
19,507,310 | |||||
| (10) |
Check box if the aggregate amount in row (9) excludes certain shares (see instructions)
¨ | |||||
| (11) |
Percent of class represented by amount in row (9):
8.4%* | |||||
| (12) |
Type of reporting person (See Instructions):
OO | |||||
| * | The calculation of the foregoing percentage is based on 231,698,206 Common Units outstanding as of February 23, 2012 as reported in the KKR & Co. L.P. Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 27, 2012. |
13G
| CUSIP No. 48248M102 | Page 4 of 16 Pages |
| (1) |
Name of reporting persons:
Lexington Capital Partners VI-B, L.P. | |||||
| (2) | Check the appropriate box if a member of a group
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization:
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power:
19,507,310 | ||||
| (6) | Shared voting power:
0 | |||||
| (7) | Sole dispositive power:
19,507,310 | |||||
| (8) | Shared dispositive power:
0 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person:
19,507,310 | |||||
| (10) |
Check box if the aggregate amount in row (9) excludes certain shares (see instructions)
¨ | |||||
| (11) |
Percent of class represented by amount in row (9):
8.4%* | |||||
| (12) |
Type of reporting person (see instructions):
PN | |||||
| * | The calculation of the foregoing percentage is based on 231,698,206 Common Units outstanding as of February 23, 2012 as reported in the KKR & Co. L.P. Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 27, 2012. |
13G
| CUSIP No. 48248M102 | Page 5 of 16 Pages |
| (1) |
Name of reporting persons:
Lexington Associates VI, LP | |||||
| (2) | Check the appropriate box if a member of a group
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization:
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power:
19,507,310 | ||||
| (6) | Shared voting power:
0 | |||||
| (7) | Sole dispositive power:
19,507,310 | |||||
| (8) | Shared dispositive power:
0 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person:
19,507,310 | |||||
| (10) |
Check box if the aggregate amount in row (9) excludes certain shares (see instructions)
¨ | |||||
| (11) |
Percent of class represented by amount in row (9):
8.4%* | |||||
| (12) |
Type of reporting person (see instructions):
PN | |||||
| * | The calculation of the foregoing percentage is based on 231,698,206 Common Units outstanding as of February 23, 2012 as reported in the KKR & Co. L.P. Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 27, 2012. |
13G
| CUSIP No. 48248M102 | Page 6 of 16 Pages |
| (1) |
Name of reporting persons:
Lexington Partners GP Holdings II LLC | |||||
| (2) | Check the appropriate box if a member of a group
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization:
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power:
19,507,310 | ||||
| (6) | Shared voting power:
0 | |||||
| (7) | Sole dispositive power:
19,507,310 | |||||
| (8) | Shared dispositive power:
0 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person:
19,507,310 | |||||
| (10) |
Check box if the aggregate amount in row (9) excludes certain shares (see instructions)
¨ | |||||
| (11) |
Percent of class represented by amount in row (9):
8.4%* | |||||
| (12) |
Type of reporting person (see instructions):
OO | |||||
| * | The calculation of the foregoing percentage is based on 231,698,206 Common Units outstanding as of February 23, 2012 as reported in the KKR & Co. L.P. Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 27, 2012. |
13G
| CUSIP No. 48248M102 | Page 7 of 16 Pages |
| (1) |
Name of reporting persons:
Lexington Advisors Inc. | |||||
| (2) | Check the appropriate box if a member of a group
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization:
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power:
19,507,310 | ||||
| (6) | Shared voting power:
0 | |||||
| (7) | Sole dispositive power:
19,507,310 | |||||
| (8) | Shared dispositive power:
0 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person:
19,507,310 | |||||
| (10) |
Check box if the aggregate amount in row (9) excludes certain shares (see instructions)
¨ | |||||
| (11) |
Percent of class represented by amount in row (9):
8.4%* | |||||
| (12) |
Type of reporting person (see instructions):
CO | |||||
| * | The calculation of the foregoing percentage is based on 231,698,206 Common Units outstanding as of February 23, 2012 as reported in the KKR & Co. L.P. Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 27, 2012. |
13G
| CUSIP No. 48248M102 | Page 8 of 16 Pages |
| (1) |
Name of reporting persons:
Brent R. Nicklas | |||||
| (2) | Check the appropriate box if a member of a group
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization:
United States | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power:
19,507,310 | ||||
| (6) | Shared voting power:
0 | |||||
| (7) | Sole dispositive power:
19,507,310 | |||||
| (8) | Shared dispositive power:
0 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person:
19,507,310 | |||||
| (10) |
Check box if the aggregate amount in row (9) excludes certain shares (see instructions)
¨ | |||||
| (11) |
Percent of class represented by amount in row (9):
8.4%* | |||||
| (12) |
Type of reporting person (see instructions):
IN | |||||
| * | The calculation of the foregoing percentage is based on 231,698,206 Common Units outstanding as of February 23, 2012 as reported in the KKR & Co. L.P. Annual Report on Form 10-Q for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 27, 2012. |
| Item 1. | (a). Name of Issuer |
KKR & Co. L.P. (the “Company”)
| (b). Address of Issuer’s Principal Executive Offices: |
9 West 57th Street, Suite 4200
New York, NY 10019
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office |
| Item 2(c). | Citizenship |
(i) Lexington Partners VI Holdings, LP
660 Madison Avenue
New York, New York 10016
Citizenship: State of Delaware
(ii) Lexington Partners VI Holdings, LLC
660 Madison Avenue
New York, New York 10016
Citizenship: State of Delaware
(iii) Lexington Capital Partners VI-B, L.P.
660 Madison Avenue
New York, New York 10016
Citizenship: State of Delaware
(iv) Lexington Associates VI, LP
660 Madison Avenue
New York, New York 10016
Citizenship: State of Delaware
(v) Lexington Partners GP Holdings II LLC
660 Madison Avenue
New York, New York 10016
Citizenship: State of Delaware
(vi) Lexington Advisors Inc.
660 Madison Avenue
New York, New York 10016
Citizenship: State of Delaware
(vii) Brent R. Nicklas
660 Madison Avenue
New York, New York 10016
Citizenship: United States
Page 9 of 16 Pages
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
Lexington Partners VI Holdings, LP directly holds 19,507,310 Common Units. The general partner of Lexington Partners VI Holdings, LP is Lexington Partners VI Holdings, LLC. Lexington Capital Partners VI-B, L.P. is a managing member of, and holds the majority of the membership interests in, Lexington Partners VI Holdings, LLC. The general partner of Lexington Capital Partners VI-B, L.P. is Lexington Associates VI, LP. The general partner of Lexington Associates VI, LP is Lexington Partners GP Holdings II LLC. The managing member of Lexington Partners GP Holdings II LLC is Lexington Advisors Inc. The founder and sole director of Lexington Advisors Inc. is Brent R. Nicklas.
Each of the Reporting Persons may be deemed to beneficially own the Common Units held by Lexington Partners VI Holdings, LP, but each of the Reporting Persons other than Lexington Partners VI Holdings, LP disclaims beneficial ownership of such Common Units
The Reporting Persons have entered into a Joint Filing Agreement, dated March 21, 2012, a copy of which is attached as Exhibit A to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
| Item 2(d). | Title of Class of Securities: |
Common Units
| Item 2(e). | CUSIP Number: 48248M102 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| Item 4. | Ownership. |
(a) Amount beneficially owned:
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the 19,507,310 Common Units held by Lexington Partners VI Holdings, LP.
(b) Percent of class:
The KKR & Co. L.P. Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 27, 2012 reported that there were 231,698,206 Common Units outstanding as of February 23, 2012. Based on this number of outstanding Common Units, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 8.4% of the total number of outstanding Common Units.
Page 10 of 16 Pages
(c) Number of Shares as to which the Reporting Person has:
Lexington Partners VI Holdings, LP
(i) Sole power to vote or to direct the vote:
19,507,310
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
19,507,310
(iv) Shared power to dispose or to direct the disposition of:
0
Lexington Partners VI Holdings, LLC
(i) Sole power to vote or to direct the vote:
19,507,310
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
19,507,310
(iv) Shared power to dispose or to direct the disposition of:
0
Lexington Capital Partners VI-B, L.P.
(i) Sole power to vote or to direct the vote:
19,507,310
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
19,507,310
(iv) Shared power to dispose or to direct the disposition of:
0
Lexington Associates VI, LP
(i) Sole power to vote or to direct the vote:
19,507,310
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
19,507,310
(iv) Shared power to dispose or to direct the disposition of:
0
Page 11 of 16 Pages
Lexington Partners GP Holdings II LLC
(i) Sole power to vote or to direct the vote:
19,507,310
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
19,507,310
(iv) Shared power to dispose or to direct the disposition of:
0
Lexington Advisors Inc.
(i) Sole power to vote or to direct the vote:
19,507,310
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
19,507,310
(iv) Shared power to dispose or to direct the disposition of:
0
Brent R. Nicklas
(i) Sole power to vote or to direct the vote:
19,507,310
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
19,507,310
(iv) Shared power to dispose or to direct the disposition of:
0
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not Applicable.
Page 12 of 16 Pages
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
Not Applicable.
Page 13 of 16 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 21, 2012
| Lexington Partners VI Holdings, LP | ||||||
| By: | Lexington Partners VI Holdings, LLC, its general partner | |||||
| By: | Lexington Capital Partners VI-B, L.P., its managing member | |||||
| By: | Lexington Associates VI, LP, its general partner | |||||
| By: | Lexington Partners GP Holdings II LLC, its general partner | |||||
| By: | Lexington Advisors Inc., its managing member | |||||
| By: | /s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Lexington Partners VI Holdings, LLC | ||||||
| By: | Lexington Capital Partners VI-B, L.P., its managing member | |||||
| By: | Lexington Associates VI, LP, its general partner | |||||
| By: | Lexington Partners GP Holdings II LLC, its general partner | |||||
| By: | Lexington Advisors Inc., its managing member | |||||
| By: | /s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
Page 14 of 16 Pages
| Lexington Capital Partners VI-B, L.P. | ||||||
| By: | Lexington Associates VI, LP, its general partner | |||||
| By: | Lexington Partners GP Holdings II LLC, its general partner | |||||
| By: | Lexington Advisors Inc., its managing member | |||||
| By: | /s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Lexington Associates VI, LP | ||||||
| By: | Lexington Partners GP Holdings II LLC, its general partner | |||||
| By: | Lexington Advisors Inc., its managing member | |||||
| By: | /s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Lexington Partners GP Holdings II LLC | ||||||
| By: | Lexington Advisors Inc., its managing member | |||||
| By: | /s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Lexington Advisors Inc. | ||||||
| By: | /s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Brent R. Nicklas | ||||||
| By: | /s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Attorney-in-Fact for Brent R. Nicklas | ||||||
Page 15 of 16 Pages
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of March 21, 2012, by and among Lexington Partners VI Holdings, LP; Lexington Partners VI Holdings, LLC ; Lexington Capital Partners VI-B, L.P.; Lexington Associates VI, LP; Lexington Partners GP Holdings II LLC; Lexington Advisors Inc. and Brent R. Nicklas | |
| Exhibit B | Power of Attorney, dated March 21, 2012, granted by Brent R. Nicklas | |
Page 16 of 16 Pages
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common units of KKR & Co. L.P. is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated March 21, 2012
| Lexington Partners VI Holdings, LP | ||||||
| By: | Lexington Partners VI Holdings, LLC, its general partner | |||||
| By: | Lexington Capital Partners VI-B, L.P., its managing member | |||||
| By: | Lexington Associates VI, LP, its general partner | |||||
| By: | Lexington Partners GP Holdings II LLC, its general partner | |||||
| By: | Lexington Advisors Inc., its managing member | |||||
| By: |
/s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Lexington Partners VI Holdings, LLC | ||||||
| By: | Lexington Capital Partners VI-B, L.P., its managing member | |||||
| By: | Lexington Associates VI, LP, its general partner | |||||
| By: | Lexington Partners GP Holdings II LLC, its general partner | |||||
| By: | Lexington Advisors Inc., its managing member | |||||
| By: |
/s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Lexington Capital Partners VI-B, L.P. | ||||||
| By: | Lexington Associates VI, LP, its general partner | |||||
| By: | Lexington Partners GP Holdings II LLC, its general partner | |||||
| By: | Lexington Advisors Inc., its managing member | |||||
| By: |
/s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Lexington Associates VI, LP | ||||||
| By: | Lexington Partners GP Holdings II LLC, its general partner | |||||
| By: | Lexington Advisors Inc., its managing member | |||||
| By: |
/s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Lexington Partners GP Holdings II LLC | ||||||
| By: | Lexington Advisors Inc., its managing member | |||||
| By: |
/s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Lexington Advisors Inc. | ||||||
| By: |
/s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Chief Financial Officer | ||||||
| Brent R. Nicklas | ||||||
| By: |
/s/ Thomas Giannetti | |||||
| Name: Thomas Giannetti | ||||||
| Title: Attorney-in-Fact for Brent R. Nicklas | ||||||
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, BRENT R. NICKLAS, hereby make, constitute and appoint Thomas Giannetti as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as an executive, member, partner of or in other capacities with Lexington Partners VI Holdings, LP, Lexington Partners VI Holdings, LLC, Lexington Capital Partners VI-B, L.P., Lexington Associates VI, LP, Lexington Partners GP Holdings II LLC and Lexington Advisors Inc., all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with any stock exchange, self-regulatory association, the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act, including without limitation Form 3, 4, 5, 144, or Schedules 13D, 13G and 13F and in connection with any applications for EDGAR access codes, including without limitation the Form ID and any amendments to said forms or schedules, in each case, as determined by such person to be necessary or appropriate. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing and/or filing of the applicable document.
All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until the date revoked in writing by the undersigned, and this power of attorney does not revoke or replace any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, I have executed this instrument as of March 21, 2012
| /s/ Brent R. Nicklas |
| Name: Brent R. Nicklas |