KKR Financial Holdings LLC Sample Contracts

KKR Financial Holdings LLC – SECOND SUPPLEMENTAL INDENTURE Dated as of November 17, 2017 Supplementing that Certain INDENTURE Dated as of March 30, 2017 (November 17th, 2017)

This Second Supplemental Indenture, dated as of November 17, 2017 (the “Second Supplemental Indenture”), among KKR Financial Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 555 California Street, 50th Floor, San Francisco, California 94104 (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), supplements that certain Indenture, dated as of March 30, 2017, among the Company and the Trustee (the “Base Indenture”) as supplemented by the First Supplemental Indenture, dated as of March 30, 2017, among the Company and the Trustee (the “First Supplemental Indenture” and subject to Section 1.3 hereof, together with the Base Indenture and this Second Supplemental Indenture, the “Indenture”).

KKR Financial Holdings LLC – KKR & Co. L.P. Reports Third Quarter 2017 Results (October 26th, 2017)

GAAP net income (loss) attributable to KKR & Co. L.P. common unitholders was $153.6 million and $818.6 million for the quarter and nine months ended September 30, 2017, respectively. On a diluted basis, net income (loss) per common unit was $0.30 and $1.63 for the quarter and nine months ended September 30, 2017, respectively. GAAP KKR & Co. L.P. Capital - Common Unitholders equity was $6.4 billion (1) as of September 30, 2017, or $13.49, per outstanding common unit.

KKR Financial Holdings LLC – KKR & Co. L.P. Reports Second Quarter 2017 Results (July 27th, 2017)

GAAP net income (loss) attributable to KKR & Co. L.P. common unitholders was $405.6 million and $665.0 million for the quarter and six months ended June 30, 2017, respectively. On a diluted basis, net income (loss) per common unit was $0.81 and $1.33 for the quarter and six months ended June 30, 2017, respectively. Investment performance primarily drove GAAP net income (loss) attributable to KKR & Co. L.P. common unitholders. GAAP KKR & Co. L.P. Capital - Common Unitholders equity was $6.2 billion (1) as of June 30, 2017, or $13.22, per outstanding common unit.

KKR Financial Holdings LLC – KKR & Co. L.P. Reports First Quarter 2017 Results (April 27th, 2017)

GAAP net income (loss) attributable to KKR & Co. L.P. common unitholders was $259.3 million for the quarter ended March 31, 2017. On a diluted basis, net income (loss) per common unit was $0.52 for the quarter ended March 31, 2017. Investment performance primarily drove GAAP net income (loss) attributable to KKR & Co. L.P. common unitholders. GAAP KKR & Co. L.P. Capital - Common Unitholders equity was $5.8 billion (1) as of March 31, 2017, or $12.63, per outstanding common unit.

KKR Financial Holdings LLC – KKR Financial Holdings LLC Announces Redemption of all Outstanding 7.500% Senior Notes due 2042 (April 7th, 2017)

SAN FRANCISCO, April 7, 2017—KKR Financial Holdings LLC (the “Company”) announced today that it will redeem all of its outstanding 7.500% Senior Notes due 2042 (the “Notes”) on April 24, 2017 in accordance with the optional redemption provisions provided in the documents governing the Notes. The Notes trade on the New York Stock Exchange under the symbol “KFI” and have been assigned CUSIP No. 48248A504 and ISIN No. US48248A5048. As of April 7, 2017, there was $115.0 million aggregate principal amount of the Notes outstanding. The redemption price will equal 100% of the principal amount of the Notes plus unpaid interest accrued thereon to, but excluding, the redemption date, in accordance with the terms of the Notes. The Company intends to use cash on hand to fund the redemption.

KKR Financial Holdings LLC – INDENTURE Dated as of March 30, 2017 Among KKR FINANCIAL HOLDINGS LLC, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (March 30th, 2017)

INDENTURE, dated as of March 30, 2017, among KKR Financial Holdings LLC, a limited liability company duly organized and existing under the laws of Delaware (herein called the “Company”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”).

KKR Financial Holdings LLC – FIRST SUPPLEMENTAL INDENTURE Dated as of March 30, 2017 Supplementing that Certain INDENTURE Dated as of March 30, 2017 Among KKR FINANCIAL HOLDINGS LLC, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.50% Senior Notes due 2032 (March 30th, 2017)

This First Supplemental Indenture, dated as of March 30, 2017 (the “First Supplemental Indenture”), among KKR Financial Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 555 California Street, 50th Floor, San Francisco, California 94104 (the “Company) and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), supplements that certain Indenture, dated as of March 30, 2017, among the Company and the Trustee (the “Base Indenture” and subject to Section 1.3 hereof, together with this First Supplemental Indenture, the “Indenture”).

KKR Financial Holdings LLC – KKR & Co. L.P. Reports Fourth Quarter and Full Year 2016 Results (February 9th, 2017)

GAAP net income (loss) attributable to KKR & Co. L.P. common unitholders was $171.0 million and $287.1 million for the quarter and full year ended December 31, 2016, respectively, compared to $32.3 million and $488.5 million in the comparable periods of 2015. On a diluted basis, net income (loss) per common unit was $0.35 and $0.59 for the quarter and full year ended December 31, 2016, respectively, compared to $0.07 and $1.01 in the comparable periods of 2015. GAAP KKR & Co. L.P. Capital - Common Unitholder equity was $5.5 billion (1) as of December 31, 2016, or $12.06, per outstanding common unit.

KKR Financial Holdings LLC – KKR Financial Holdings LLC Announces Redemption of all Outstanding 8.375% Senior Notes due 2041 (October 25th, 2016)

SAN FRANCISCO, October 25, 2016—KKR Financial Holdings LLC (the “Company”) announced today that it will redeem all of its outstanding 8.375% Senior Notes due 2041 (the “Notes”) on November 15, 2016 in accordance with the optional redemption provisions provided in the documents governing the Notes.  The Notes trade on the New York Stock Exchange under the symbol “KFH” and have been assigned CUSIP No. 48248A405 and ISIN No. US48248A4058. As of October 25, 2016, there was $258.75 million aggregate principal amount of the Notes outstanding. The redemption price will equal 100% of the principal amount of the Notes plus unpaid interest accrued thereon to, but excluding, the redemption date, in accordance with the terms of the Notes. The Company intends to use cash on hand to fund the redemption.

KKR Financial Holdings LLC – KKR & Co. L.P. Reports Third Quarter 2016 Results (October 25th, 2016)

GAAP net income (loss) attributable to KKR & Co. L.P. common unitholders was $352.2 million and $116.1 million for the quarter and nine months ended September 30, 2016, respectively, compared to $(190.6) million and $456.2 million in the comparable periods of 2015. On a diluted basis, net income (loss) per common unit was $0.73 and $0.24 for the quarter and nine months ended September 30, 2016, respectively, compared to $(0.42) and $0.95 in the comparable periods of 2015. GAAP KKR & Co. L.P. Capital - Common Unitholder equity was $5.3 billion (1) as of September 30, 2016, or $11.95, per outstanding common unit.

KKR Financial Holdings LLC – KKR & Co. L.P. Reports Fourth Quarter and Full Year 2015 Results (February 11th, 2016)

NEW YORK--(BUSINESS WIRE)--February 11, 2016--KKR & Co. L.P. (NYSE:KKR) today reported GAAP net income for the fourth quarter and full year 2015 of $32.3 million and $488.5 million, respectively.

KKR Financial Holdings LLC – KKR & Co. L.P. Announces Fourth Quarter and Full Year 2014 Results Realization Activity Drives Strong Full Year Distribution (February 10th, 2015)

GAAP net income (loss) attributable to KKR & Co. L.P. was ($0.6) million and $477.6 million for the quarter and year ended December 31, 2014, respectively, down from $277.9 million and $691.2 million in the comparable periods of 2013.

KKR Financial Holdings LLC – KKR & Co. L.P. Announces Third Quarter 2014 Results Realization Activity Drives Strong Year-to-Date Distributable Earnings (October 23rd, 2014)

NEW YORK--(BUSINESS WIRE)--October 23, 2014--GAAP net income (loss) attributable to KKR & Co. L.P. was $89.9 million for the quarter ended September 30, 2014, down from $204.7 million in the quarter ended September 30, 2013. GAAP net income (loss) attributable to KKR & Co. L.P. was $478.2 million for the nine months ended September 30, 2014, up from $413.3 million in the nine months ended September 30, 2013.

KKR Financial Holdings LLC – KKR & Co. L.P. Announces Second Quarter 2014 Results Exit Activity Drives Record Total Distributable Earnings (July 24th, 2014)

GAAP net income (loss) attributable to KKR & Co. L.P. was $178.2 million and $388.3 million for the quarter and six months ended June 30, 2014, respectively, up from $15.1 million and $208.6 million in the comparable periods of 2013.

KKR Financial Holdings LLC – AMENDMENT NO. 3 TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF KKR FINANCIAL HOLDINGS LLC (June 27th, 2014)

This Amendment No. 3 (this “Amendment”) to the Amended and Restated Operating Agreement of KKR Financial Holdings LLC, a Delaware limited liability company (the “Company”), is made as of June 27, 2014. Capitalized terms used herein and not otherwise defined are used as defined in the Current Agreement (as defined below).

KKR Financial Holdings LLC – THIRD AMENDMENT AGREEMENT (June 27th, 2014)

THIS THIRD AMENDMENT AGREEMENT (this “Third Amendment Agreement”) is entered into this 27th day of June, 2014 between KKR Financial Holdings LLC, a Delaware limited liability company (the “Company”), and KKR Financial Advisors LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).

KKR Financial Holdings LLC – FORM OF INDEMNIFICATION AGREEMENT (May 30th, 2014)

This Indemnification Agreement is dated as of                         , 2014 (this “Agreement”) and is by and among KKR Financial Holdings LLC, a Delaware limited liability company (the “Company”) and                  (the “Indemnitee”).

KKR Financial Holdings LLC – AGREEMENT AND PLAN OF MERGER by and among KKR & CO. L.P. KKR FUND HOLDINGS L.P., COPAL MERGER SUB LLC and KKR FINANCIAL HOLDINGS LLC Dated as of December 16, 2013 (December 16th, 2013)

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 16, 2013, by and among KKR & Co. L.P., a Delaware limited partnership (“Parent”), KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Fund Holdings”), Copal Merger Sub LLC, a Delaware limited liability company (“Merger Sub” and, taken together with Fund Holdings and Parent, the “Parent Parties”), and KKR Financial Holdings LLC, a Delaware limited liability company (the “Company” and, together with the Parent Parties, the “parties”).

KKR Financial Holdings LLC – KKR FINANCIAL HOLDINGS LLC, as Issuer, -and- WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (June 28th, 2013)

INDENTURE, dated as of [                                            ], [    ] (this “Indenture”), between KKR Financial Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), having its principal executive office located at 555 California Street, San Francisco, California 94104 and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America (hereinafter called the “Trustee”).

KKR Financial Holdings LLC – [Letterhead of Richards, Layton & Finger, P.A.] (March 1st, 2013)
KKR Financial Holdings LLC – SECOND AMENDMENT AGREEMENT (February 28th, 2013)

THIS SECOND AMENDMENT AGREEMENT (this “Second Amendment Agreement”) is entered into this 27th day of February, 2013 between KKR Financial Holdings LLC, a Delaware limited liability company (the “Company”) and KKR Financial Advisors LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).

KKR Financial Holdings LLC – KKR Financial Holdings LLC Issues Conversion Right Termination Notice for Its 7.50% Convertible Senior Notes Due 2017 (January 18th, 2013)

SAN FRANCISCO, CA, January 18, 2013—KKR Financial Holdings LLC (NYSE:KFN) (“KFN” or the “Company”) has issued a conversion rights termination notice (the “Termination Notice”) to holders of its 7.50% convertible senior notes due 2017 (the “Notes”).  As of January 18, 2013, $172.5 million in aggregate principal amount of the Notes was outstanding.

KKR Financial Holdings LLC – [Letterhead of Richards, Layton & Finger, P.A.] (January 17th, 2013)
KKR Financial Holdings LLC – SHARE DESIGNATION OF THE 7.375% SERIES A LLC PREFERRED SHARES KKR FINANCIAL HOLDINGS LLC (January 17th, 2013)

KKR Financial Holdings LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”), hereby executes this Share Designation and establishes the Series A LLC Preferred Shares (as defined below).

KKR Financial Holdings LLC – [Letterhead of Hunton & Williams LLP] (January 17th, 2013)
KKR Financial Holdings LLC – AMENDMENT NO. 2 TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF KKR FINANCIAL HOLDINGS LLC (January 11th, 2013)

This Amendment No. 2 (this “Amendment”) to the Amended and Restated Operating Agreement of KKR Financial Holdings, LLC, a Delaware limited liability company (the “Company”), is made as of January 10, 2013.  Capitalized terms used herein and not otherwise defined are used as defined in the Current Agreement (as defined below).

KKR Financial Holdings LLC – 13,000,000 Shares KKR FINANCIAL HOLDINGS LLC 7.375% Series A LLC Preferred Shares, no par value Underwriting Agreement (January 11th, 2013)
KKR Financial Holdings LLC – CREDIT AGREEMENT Dated as of November 30, 2012 among KKR FINANCIAL HOLDINGS LLC as the Borrower CITIBANK, N.A. as Administrative Agent and CITIBANK, N.A. as Swingline Lender and Issuing Bank and The Other Lenders Party Hereto and CITIGROUP GLOBAL MARKETS INC. as Sole Lead Arranger and Sole Book Manager and BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC. as Syndication Agents (December 5th, 2012)

This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 30, 2012, among KKR FINANCIAL HOLDINGS LLC, a Delaware limited liability company (the “Borrower”); each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); CITIBANK, N.A., as Swingline Lender and Issuing Bank; and CITIBANK, N.A., as Administrative Agent.

KKR Financial Holdings LLC – SECOND SUPPLEMENTAL INDENTURE Dated as of March 20, 2012 to INDENTURE Dated as of November 15, 2011 (March 20th, 2012)

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2012, among KKR Financial Holdings LLC, a Delaware limited liability company (the “Company”), Wilmington Trust, National Association, a banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”), and Citibank, N.A., a banking association duly organized and existing under the laws of the United States of America, as Authenticating Agent, Paying Agent and Security Registrar, to the indenture dated as of November 15, 2011 between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

KKR Financial Holdings LLC – KKR FINANCIAL HOLDINGS LLC 7.500% Senior Notes due 2042 Underwriting Agreement (March 20th, 2012)
KKR Financial Holdings LLC – KKR FINANCIAL HOLDINGS LLC 8.375% Senior Notes due 2041 Underwriting Agreement (November 15th, 2011)
KKR Financial Holdings LLC – KKR FINANCIAL HOLDINGS LLC, as Issuer, -and- WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (November 15th, 2011)

INDENTURE, dated as of November 15, 2011 (this “Indenture”), between KKR Financial Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), having its principal executive office located at 555 California Street, San Francisco, California 94104 and Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America (hereinafter called the “Trustee”).

KKR Financial Holdings LLC – FIRST SUPPLEMENTAL INDENTURE Dated as of November 15, 2011 to INDENTURE Dated as of November 15, 2011 (November 15th, 2011)

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 15, 2011, among KKR Financial Holdings LLC, a Delaware limited liability company (the “Company”), Wilmington Trust, National Association, a banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”), and Citibank, N.A., a banking association duly organized and existing under the laws of the United States of America, as Authenticating Agent, Paying Agent and Security Registrar, to the indenture dated as of November 15, 2011 between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

KKR Financial Holdings LLC – FIRST OMNIBUS AMENDMENT TO CREDIT AGREEMENTS (August 4th, 2011)

This FIRST OMNIBUS AMENDMENT TO CREDIT AGREEMENTS (this “Amendment”) dated as of May 13, 2011, is among KKR NR Investors I L.P., KFN NR Investors L.P., and KKR NR Investors I-A L.P., each individually as a borrower (each, a “Borrower”), the Lenders under each of the Credit Agreements described below that are party hereto (including Morgan Stanley Bank, N.A. (“New Lender”), which joins each Credit Agreement effective as of the Amendment Effective Date by its execution of this Amendment pursuant to Section 4 hereof), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under each of the Credit Agreements described below (in such capacities under each Credit Agreement, the “Administrative Agent”) for the Lenders, and JPMorgan Chase Bank, N.A., as letter of credit issuing bank under each of the Credit Agreements described below (in such capacities under each Credit Agreement, the “Issuer”).

KKR Financial Holdings LLC – CREDIT AGREEMENT Dated as of November 5, 2010 among KFN NR INVESTORS L.P., as the Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Letter of Credit Issuer, BANK OF AMERICA, N.A., as Syndication Agent, and BANK OF MONTREAL, as Documentation Agent (May 2nd, 2011)

CREDIT AGREEMENT, dated as of November 5, 2010, among KFN NR INVESTORS L.P., a Delaware limited partnership (the “Borrower”), (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Letter of Credit Issuer, each other Letter of Credit Issuer from time to time party hereto, BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and BANK OF MONTREAL as documentation agent (in such capacity, the “Documentation Agent”).