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DEBT OBLIGATIONS
3 Months Ended
Mar. 31, 2013
DEBT OBLIGATIONS  
DEBT OBLIGATIONS

8. DEBT OBLIGATIONS

 

Debt obligations consist of the following:

 

 

 

March 31, 2013

 

December 31, 2012

 

Investment Financing Arrangements

 

$

640,845

 

$

625,026

 

Senior Notes

 

992,752

 

498,388

 

 

 

$

1,633,597

 

$

1,123,414

 

 

Investment Financing Arrangements

 

Certain of KKR’s investment vehicles have entered into financing arrangements with major financial institutions, generally in connection with specific investments with the objective of enhancing returns. These financing arrangements are generally not direct obligations of the general partners of KKR’s investment vehicles or its management companies.

 

As of March 31, 2013 and December 31, 2012, $80.9 million of financing was outstanding that was structured through the use of a syndicated term and a revolving credit facility (the “Term Facility”) that matures in August 2014. For the periods from March 12, 2010 to June 7, 2012, the per annum rate of interest for each borrowing under the Term Facility was the greater of the 5-year interest rate swap rate plus 1.75% or 4.65%. For the period June 8, 2012 through maturity the interest rate is equal to one year LIBOR plus 1.75%. The per annum interest rate at March 31, 2013 on the borrowings outstanding was 2.82%. During the three months ended March 31, 2013 and 2012, no amounts were drawn down or repaid under the Term Facility. This financing arrangement is non-recourse to KKR beyond the specific assets pledged as collateral.

 

In April 2011, one of KKR’s private equity investment vehicles entered into a revolving credit facility with a major financial institution (the “Revolver Facility”) with respect to a specific private equity investment. The Revolver Facility provides for up to $50.1 million of financing and matures on the first anniversary of the agreement. Upon the occurrence of certain events, including an event based on the value of the collateral and events of default, KKR may be required to provide additional collateral. KKR has the option to extend the agreement for an additional two years provided the value of the investment meets certain defined financial ratios. On April 5, 2012, an agreement was made to extend the maturity of the Revolver Facility to April 4, 2014. In addition, KKR may request to increase the commitment to the Revolver Facility up to $75.1 million, subject to lender approval and provided the value of the investment meets certain defined financial ratios. As of March 31, 2013 and December 31, 2012, $40.8 million and $40.9 million, respectively, of borrowings were outstanding under the Revolver Facility. During the three months ended March 31, 2013 and 2012, no amounts were drawn down or repaid under the Revolver Facility. The per annum rate of interest for each borrowing under the Revolver Facility is equal to the Hong Kong interbank market rate plus 3.75%. The interest rate at March 31, 2013 on the borrowings outstanding was 4.30%. This financing arrangement is non-recourse to KKR beyond the specific assets pledged as collateral.

 

During May 2011, a KKR investment vehicle entered into a $200.0 million non-recourse multi-currency three-year revolving credit agreement that bears interest at LIBOR plus 2.75% (the “Mezzanine Investment Credit Agreement”). The Mezzanine Investment Credit Agreement is expected to be used to manage timing differences between capital calls and funding of investment opportunities and to borrow in foreign currencies for purposes of hedging the foreign currency risk of non-U.S. dollar investments. On June 18, 2012, an agreement was made to extend the maturity of the Mezzanine Investment Credit Agreement to May 15, 2015. As of March 31, 2013 and December 31, 2012, $125.1 million and $143.7 million, respectively, of borrowings were outstanding under the Mezzanine Investment Credit Agreement. During the three months ended March 31, 2013 and 2012, $0 million and $52.0 million, respectively, were drawn down and $14.9 million and $89.2 million, respectively, were repaid. As of March 31, 2013, the interest rate on borrowings outstanding under the Mezzanine Investment Credit Agreement was 2.98%. This financing arrangement is non-recourse to KKR beyond the specific assets and capital commitments pledged as collateral.

 

In November 2011, a KKR investment vehicle entered into a $200.0 million five-year borrowing base revolving credit facility (the “2011 Lending Partners Credit Agreement”). KKR has the option to extend the credit facility for up to two additional years. On April 2, 2012, KKR increased the commitment to the credit facility to $400.0 million. The per annum rate of interest for each borrowing under the 2011 Lending Partners Credit Agreement ranges from LIBOR plus 1.75% for broadly syndicated loans and LIBOR plus 2.75% for all other loans until November 15, 2016 and thereafter, LIBOR plus 4.00% per annum for all loans. As of March 31, 2013 and December 31, 2012, there were $228.0 million and $170.0 million, respectively, of borrowings outstanding under the 2011 Lending Partners Credit Agreement. During the three months ended March 31, 2013 and 2012, $58.0 million and $13.1 million, respectively, were drawn down. There were no amounts repaid during the three months ended March 31, 2013 and 2012.  As of March 31, 2013, the interest rate on borrowings outstanding under the 2011 Lending Partners Credit Agreement was 2.98%. This financing arrangement is non-recourse to KKR beyond the specific assets pledged as collateral.

 

In January 2013, this KKR investment vehicle entered into a $150.0 million 5-year borrowing base revolving credit facility (the “2013 Lending Partners Credit Agreement”). KKR has the option to extend the credit facility for one additional year. As of March 31, 2013, there were $16.0 million of borrowings outstanding under the 2013 Lending Partners Credit Agreement. During the three months ended March 31, 2013, $16.0 million was drawn down. There were no amounts repaid during the three months ended March 31, 2013.  As of March 31, 2013, the interest rate on borrowings outstanding under the 2013 Lending Partners Credit Agreement was 2.43%.This financing arrangement is non-recourse to KKR beyond the specific assets pledged as collateral.

 

In December 2011, a KKR investment vehicle entered into a $66.5 million (€50.0 million) one-year borrowing base revolving credit facility that bears interest at LIBOR plus 1.75% (the “Investment Credit Agreement”). In December 2012, KKR renewed the revolving credit facility for one year. The Investment Credit Agreement is expected to be used to manage timing differences between capital calls and the funding of investment opportunities. As of March 31, 2013 and December 31, 2012, there were $0 million and $39.5 million, respectively, of borrowings outstanding under the Investment Credit Agreement. During the three months ended March 31, 2013 and 2012, $0 million and $30.2 million, respectively, were drawn down and $39.5 million and $0 million, respectively, were repaid. This financing arrangement is non-recourse to KKR beyond the specific assets and capital commitments pledged as collateral.

 

In January 2012, a KKR investment vehicle entered into a $200.0 million three-year borrowing base revolving credit facility (the “KKR Debt Investors II Investment Credit Agreement”). As of March 31, 2013 and December 31, 2012, $150.0 million of borrowings were outstanding under the KKR Debt Investors II Investment Credit Agreement. During the three months ended March 31, 2013 and 2012, $0 million and $150.0 million, respectively, were drawn down. There were no amounts repaid during the three months ended March 31, 2013 and 2012. As of March 31, 2013, the interest rate on borrowings outstanding under the KKR Debt Investors II Investment Credit Agreement was 3.50%. This financing arrangement is non-recourse to KKR beyond the specific assets pledged as collateral.

 

In March 2013, a KKR investment vehicle entered into a $75.0 million multi-currency three-year revolving credit agreement that bears interest at LIBOR plus 1.60% (the “Special Situations Investment Credit Agreement”). As of March 31, 2013, there were no borrowings outstanding under the Special Situations Investment Credit Agreement. This financing arrangement is non-recourse to KKR beyond the specific capital commitments pledged as collateral.

 

Senior Notes

 

On September 29, 2010, KKR Group Finance Co. LLC, a subsidiary of KKR Management Holdings Corp., issued $500 million aggregate principal amount of 6.375% Senior Notes (the “2020 Senior Notes”), which were issued at a price of 99.584%. The 2020 Senior Notes are unsecured and unsubordinated obligations of KKR Group Finance Co. LLC and will mature on September 29, 2020, unless earlier redeemed or repurchased. The 2020 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by KKR & Co. L.P. and the KKR Group Partnerships. The guarantees are unsecured and unsubordinated obligations of the guarantors.

 

The 2020 Senior Notes bear interest at a rate of 6.375% per annum, accruing from September 29, 2010. Interest is payable semi-annually in arrears on March 29 and September 29 of each year, commencing on March 29, 2011. Interest expense on the 2020 Senior Notes totaled $8.0 million for the three months ended March 31, 2013 and 2012. As of March 31, 2013, the fair value of the 2020 Senior Notes was $592.5 million.

 

The indenture, as supplemented by a first supplemental indenture, relating to the 2020 Senior Notes includes covenants, including limitations on KKR Group Finance Co. LLC and the guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The indenture, as supplemented, also provides for events of default and further provides that the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding 2020 Senior Notes may declare the 2020 Senior Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the 2020 Senior Notes and any accrued and unpaid interest on the 2020 Senior Notes automatically becomes due and payable. All or a portion of the 2020 Senior Notes may be redeemed at the issuer’s option in whole or in part, at any time, and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the 2020 Senior Notes. If a change of control repurchase event occurs, the 2020 Senior Notes are subject to repurchase by the issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the 2020 Senior Notes repurchased plus any accrued and unpaid interest on the 2020 Senior Notes repurchased to, but not including, the date of repurchase.

 

On February 1, 2013, KKR Group Finance Co. II LLC, a subsidiary of KKR Management Holdings Corp., issued $500 million aggregate principal amount of 5.50% Senior Notes (the “2043 Senior Notes”), which were issued at a price of 98.856%. The 2043 Senior Notes are unsecured and unsubordinated obligations of KKR Group Finance Co. II LLC and will mature on February 1, 2043, unless earlier redeemed or repurchased. The 2043 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by KKR & Co. L.P. and the KKR Group Partnerships. The guarantees are unsecured and unsubordinated obligations of the guarantors.

 

The 2043 Senior Notes bear interest at a rate of 5.50% per annum, accruing from February 1, 2013. Interest is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2013. Interest expense on the 2043 Senior Notes totaled $4.6 million for the three months ended March 31, 2013. As of March 31, 2013, the fair value of the 2043 Senior Notes was $479.2 million.

 

The indenture, as supplemented by a first supplemental indenture, relating to the 2043 Senior Notes includes covenants, including limitations on KKR Group Finance Co. II LLC and the guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The indenture, as supplemented, also provides for events of default and further provides that the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding 2043 Senior Notes may declare the 2043 Senior Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the 2043 Senior Notes and any accrued and unpaid interest on the 2043 Senior Notes automatically becomes due and payable. All or a portion of the 2043 Senior Notes may be redeemed at the issuer’s option in whole or in part, at any time, and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the 2043 Senior Notes. If a change of control repurchase event occurs, the 2043 Senior Notes are subject to repurchase by the issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the 2043 Senior Notes repurchased plus any accrued and unpaid interest on the 2043 Senior Notes repurchased to, but not including, the date of repurchase.

 

Revolving Credit Agreements

 

Corporate Credit Agreement

 

On February 26, 2008, Kohlberg Kravis Roberts & Co. L.P. entered into a credit agreement with a major financial institution (the “Corporate Credit Agreement”). The Corporate Credit Agreement originally provided for revolving borrowings of up to $1.0 billion, with a $50.0 million sublimit for swing-line notes and a $25.0 million sublimit for letters of credit.

 

On February 22, 2011, the parties amended the terms of the Corporate Credit Agreement such that effective March 1, 2011, availability for borrowings under the credit facility was reduced from $1.0 billion to $700.0 million and the maturity was extended to March 1, 2016. In addition, the KKR Group Partnerships became co-borrowers of the facility, and KKR & Co. L.P. and the issuer of the 2020 Senior Notes became guarantors of the amended and restated Corporate Credit Agreement, together with certain general partners of KKR’s private equity funds.

 

On June 3, 2011, the Corporate Credit Agreement was amended to admit a new lender, subject to the same terms and conditions, to provide a commitment of $50.0 million. This commitment has increased the availability for borrowings under the credit facility to $750.0 million.

 

On June 22, 2012, KKR requested the issuance of a letter of credit in the amount of $14.5 million under the Corporate Credit Agreement in connection with a fee-generating transaction. The beneficiary of this letter of credit is an unaffiliated third party. The letter of credit was issued on July 2, 2012 and was initially set to expire on July 3, 2013. On August 20, 2012, the letter of credit in connection with this transaction was increased to $20.0 million and the expiration date was extended to August 1, 2013. A $5.0 million sublimit for letters of credit remains available under the Corporate Credit Agreement.

 

As of March 31, 2013 and December 31, 2012, no borrowings were outstanding under the Corporate Credit Agreement, except as described above. For the three months ended March 31, 2013 and 2012, no amounts were drawn under the credit facility, except as described above.

 

KCM Credit Agreement

 

On February 27, 2008, KKR Capital Markets entered into a revolving credit agreement with a major financial institution (the “KCM Credit Agreement”) for use in KKR’s capital markets business. The KCM Credit Agreement, as amended, provides for revolving borrowings of up to $500 million with a $500 million sublimit for letters of credit.

 

On March 30, 2012, an agreement was made to extend the maturity of the KCM Credit Agreement from February 27, 2013 to March 30, 2017. In addition to extending the term, certain other terms of the KCM Credit Agreement were renegotiated including a reduction of the cost of funding on amounts drawn and a reduced commitment fee. Borrowings under this facility may only be used for KKR’s capital markets business.

 

As of March 31, 2013 and December 31, 2012, no borrowings were outstanding under the KCM Credit Agreement. For the three months ended March 31, 2013 and 2012, no amounts were drawn under the credit facility.