Page 9 of 12 – SEC Filing
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CUSIP NO. 48248M102 Page 9 of 12
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This Amendment No. 2 supplements the information set forth in the
Schedule 13D filed by the Reporting Persons on August 21, 2017, as amended
from time to time (the initial Schedule 13D and, as amended and supplemented
through the date of this Amendment No. 2, collectively the “Schedule 13D”),
relating to the common units (the “Common Units”) of KKR & Co. L.P., a
Delaware Limited Partnership (the “Issuer”). All capitalized terms contained
herein but not otherwise defined shall have the meanings ascribed to such
terms in the Schedule 13D. The information set forth in response to each
separate Item below shall be deemed to be a response to all Items where such
information is relevant.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used for the purchase of the Issuer’s securities
reflected in this amendment was the working capital of ValueAct Master Fund.
The aggregate funds used by these Reporting Persons to make such purchases
were approximately $125,548,950.
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of Common
Units of the Issuer for each person named in Item 2. Common units reported
as beneficially owned by ValueAct MFB are also reported as beneficially owned
by (i) ValueAct Master Fund as the sole owner of the limited partnership
interests of ValueAct MFB, (ii) ValueAct Management L.P. as the manager of
each such investment partnership,(iii) ValueAct Management LLC, as General
Partner of ValueAct Management L.P., (iv) ValueAct Holdings, as the sole
owner of the limited partnership interests of ValueAct Management L.P. and
the membership interests of ValueAct Management LLC and as the majority
owner of the membership interests of VA Partners I and (v) ValueAct Holdings
GP, as General Partner of ValueAct Holdings. Common Units reported as
beneficially owned by ValueAct MFB are also reported as beneficially owned by
VA Partners I, as General Partner of ValueAct MFB. VA Partners I, ValueAct
Master Fund, ValueAct Management L.P., ValueAct Management LLC, ValueAct
Holdings and ValueAct Holdings GP also, directly or indirectly, may own
interests in one or more than one of the partnerships from time to time.
Unless otherwise indicated below, by reason of such relationship ValueAct MFB
is reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Units,
with VA Partners I, ValueAct Master Fund, ValueAct Management L.P., ValueAct
Management LLC, ValueAct Holdings and ValueAct Holdings GP. Information
regarding each of the Reporting Persons is set forth in Item 2 of this
Schedule 13D and is expressly incorporated by reference herein.
As of the date hereof, ValueAct MFB is the beneficial owner of
41,905,916 Common Units, representing approximately 8.9% of the Issuer’s
outstanding Common Units. The number of Common Units set forth above excludes
cash-settled swaps disclosed in Item 6. All percentages set forth in this
Schedule 13D are based upon the Issuer’s reported 469,983,183 outstanding
Common Units as reported in the Issuer’s Form 10-Q filed on August 4, 2017
for the quarterly period ended June 30, 2017.
