Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common units representing limited partner interests began trading on the New York Stock Exchange, or NYSE, on July 15, 2010 and are traded under the symbol "KKR." The following table sets forth the high and low intra-day sales prices per unit of our common units, for the periods indicated, as reported by the NYSE.
| Sales price | |||||||||||||||
| 2015 | 2014 | ||||||||||||||
| High | Low | High | High | ||||||||||||
| First Quarter | $ | 25.04 | $ | 22.36 | $ | 26.50 | $ | 22.07 | |||||||
| Second Quarter | $ | 23.79 | $ | 22.35 | $ | 24.69 | $ | 21.20 | |||||||
| Third Quarter | $ | 24.79 | $ | 8.00 | $ | 25.58 | $ | 21.51 | |||||||
| Fourth Quarter | $ | 19.20 | $ | 14.33 | $ | 23.59 | $ | 18.84 |
The number of holders of record of our common units as of February 22, 2016 was 74. This does not include the number of unitholders that hold shares in "street-name" through banks or broker-dealers.
Distribution Policy
The following table presents the distributions paid to holders of our common units at the close of business on the specified record date during fiscal 2014 and 2015:
| Payment Date | Record Date | Distribution per unit | ||
| March 4, 2014 | February 18, 2014 | $0.48 | ||
| May 23, 2014 | May 9, 2014 | $0.43 | ||
| August 19, 2014 | August 4, 2014 | $0.67 | ||
| November 18, 2014 | November 3, 2014 | $0.45 | ||
| March 6, 2015 | February 20, 2015 | $0.35 | ||
| May 18, 2015 | May 4, 2015 | $0.46 | ||
| August 18, 2015 | August 3, 2015 | $0.42 | ||
| November 24, 2015 | November 6, 2015 | $0.35 |
Our distribution policy for 2014 through the nine months ended September 30, 2015 was to make quarterly cash distributions in amounts that in the aggregate constituted substantially all of the cash earnings of our investment management business, 40% of the net realized investment income of KKR (other than KFN), and 100% of the net realized investment income of KFN, in each case in excess of amounts determined by us to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and our investment funds and to comply with applicable law and any of our debt instruments or other obligations.
On October 27, 2015, KKR announced a change to its distribution policy effective beginning with the distribution declared on February 11, 2016 with respect to the quarter ending December 31, 2015. Under the new distribution policy, KKR intends to make equal quarterly distributions to holders of its common units in an amount of $0.16 per common unit per quarter. KKR's regular distribution per common unit of $0.16 was declared on February 11, 2016 for the quarter ended December 31, 2015.
Because we make our investment in our business through a holding company structure and the applicable holding companies do not own any material cash- generating assets other than their direct and indirect holdings in KKR Group Partnership Units, distributions are expected to be funded in the following manner:
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First, the KKR Group Partnerships will make distributions to holders of KKR Group Partnership Units, including the holding companies through which we invest, in proportion to their percentage interests in the KKR Group Partnerships;
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Second, the holding companies through which we invest will distribute to us the amount of any distributions that they receive from the KKR Group Partnerships, after deducting any applicable taxes, and
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Third, we will distribute to holders of our units the amount of any distributions that we receive from our holding companies through which we invest.
The partnership agreements of the KKR Group Partnerships provide for cash distributions, which are referred to as tax distributions, to the partners of such partnerships if we determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. However, holders should not expect the KKR Group Partnerships will make any tax distributions, and there can be no assurance that, for any particular holder, our distributions will be sufficient to pay such holder's actual U.S. or non-U.S. tax liability.
The declaration and payment of any distributions are subject to the discretion of the board of directors of the general partner of KKR & Co. L.P., which may change the distribution policy at any time, and the terms of its limited partnership agreement. There can be no assurance that distributions will be made as intended or at all, that unitholders will receive sufficient distributions to satisfy payment of their tax liabilities as limited partners of KKR & Co. L.P. or that any particular distribution policy will be maintained. When KKR & Co. L.P. receives distributions from the KKR Group Partnerships (the holding companies of the KKR business), KKR Holdings receives its pro rata share of such distributions from the KKR Group Partnerships. Furthermore, the declaration and payment of distributions is subject to legal, contractual and regulatory restrictions on the payment of distributions by us or our subsidiaries, including restrictions contained in our debt agreements, and such other factors as the board of directors of our Managing Partner considers relevant including, among others, our available cash and current and anticipated cash needs, including funding of investment commitments and debt service and future debt repayment obligations; general economic and business conditions; our strategic plans and prospects; our results of operations and financial condition; and our capital requirements.
The board of directors of the general partner of KKR & Co. L.P. may change the distribution policy at any time and from time to time. We are not currently restricted by any contract from making distributions to our unitholders, although certain of our subsidiaries are bound by credit agreements that contain certain restricted payment and/or other covenants, which may have the effect of limiting the amount of distributions that we receive from our subsidiaries. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity—Sources of Cash". In addition, under Section 17-607 of the Delaware Limited Partnership Act, we will not be permitted to make a distribution if, after giving effect to the distribution, our liabilities would exceed the fair value of our assets.
Common Unit Repurchases in the Fourth Quarter of 2015
The table below sets forth the information with respect to purchases made by or on behalf of KKR & Co. L.P. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934) of our common units during the fourth quarter of the year ended December 31, 2015.
| Issuer Purchases of Common Units | ||||||||||||||
| (amounts in thousands, except per unit amounts) | ||||||||||||||
| Total Number of Units Purchased | Average Price Paid Per Units | Cumulative Number of Units Purchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Units that May Yet Be Purchased Under the Plans or Programs | |||||||||||
| Month #1 (October 1, 2015 to October 31, 2015) | — | N/A | — | $ | 500,000 | |||||||||
| Month #2 (November 1, 2015 to November 30, 2015) | 2,108,800 | $ | 17.85 | 2,108,800 | $ | 462,349 | ||||||||
| Month #3 (December 1, 2015 to December 31, 2015) | 7,811,092 | $ | 15.91 | 9,919,892 | $ | 338,071 | ||||||||
| Total through December 31, 2015 | 9,919,892 | |||||||||||||
| Purchases subsequent to December 31, 2015: | ||||||||||||||
| (January 1, 2016 to February 11, 2016) | 7,535,292 | $ | 14.34 | 17,455,184 | $ | 230,000 | ||||||||
| Total through February 11, 2016 (date of Earnings Release) | 17,455,184 | |||||||||||||
| (1) On October 27, 2015, KKR announced the authorization of a program providing for the repurchase by KKR of up to $500 million in the aggregate of its outstanding common units. Under this unit repurchase program, units may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing, manner, price and amount of any unit repurchases will be determined by KKR in its discretion and will depend on a variety of factors, including legal requirements, price and economic and market conditions. KKR expects that the program, which has no expiration date, will be in effect until the maximum approved dollar amount has been used to repurchase common units. The program does not require KKR to repurchase any specific number of common units, and the program may be suspended, extended, modified or discontinued at any time. | ||||||||||||||
During the fourth quarter of 2015 in addition to the units repurchased as described in the table above, (1) cash was used to pay the amount of withholding taxes, social benefit payments or similar payments payable by us in respect of awards granted pursuant to the Equity Incentive Plan and (2) cash was delivered in respect of certain awards granted pursuant to the Equity Incentive Plan. These payments represented the equivalent of equity awards representing 1,660,645 KKR common units. Since cash was used to settle the amounts in (1) and (2) above, 1,660,645 KKR common units were canceled, and accordingly, such units are no longer included in KKR's common unit count on a fully diluted basis.
Additionally, during the fourth quarter of 2015, 3,284,253 KKR Group Partnership Units were exchanged by KKR Holdings and its principals for an equal number of our common units, resulting in an increase in our ownership of the KKR Group Partnerships and a corresponding decrease in the ownership of the KKR Group Partnerships by KKR Holdings.
Unregistered Sales of Equity Securities
On September 9, 2015, a subsidiary of KKR & Co. L.P. agreed to acquire a 24.9% equity interest in Marshall Wace for a combination of cash and KKR & Co. L.P. common units. On November 2, 2015, the transaction closed, and KKR & Co. L.P. delivered 7,364,545 common units to the sellers of the Marshall Wace business in partial satisfaction of its obligations under the acquisition agreement. These common units were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as a transaction by the issuer not involving a public offering. Each of the unit recipients represented that it was an accredited investor. KKR & Co. L.P. also entered into a registration rights agreement with the selling shareholders of Marshall Wace.
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