KKR & Co. L.P. (Form: 425, Received: 05/15/2009 10:09:16)

 

Filed by KKR & Co. L.P.

Pursuant to Rule 425 under the

Securities Act of 1933, as amended

Subject Company:  KKR Private Equity Investors, L.P.

Registration No.: 333-144335

 

KKR Private Equity Investors Reports its Financial Results for the First Quarter Ended March 31, 2009

 

NAV per Unit of $12.82 as of March 31, 2009

 

Guernsey, Channel Islands, May 15, 2009 — KKR Private Equity Investors, L.P. (Euronext Amsterdam: KPE), a Guernsey limited partnership that is invested predominantly in private equity investments identified by Kohlberg Kravis Roberts & Co. (“KKR”), today reported its financial results for the quarter ended March 31, 2009.  As of March 31, 2009, KPE’s net asset value (“NAV”) was $2,626.1 million, or $12.82 per unit.

 

George R. Roberts, Co-Founder of KKR and Co-Chairman of KPE’s Managing Partner’s Board of Directors, commented, “We believe that our performance during the first quarter is attributable in large part to our focus on operational improvement, cost reduction and efficiency initiatives, our progress in implementing appropriate capital structures for our portfolio companies, our adherence to procedures for monitoring our investments and our work in helping our companies adapt to the changing global regulatory environment.”

 

Henry R. Kravis, Co-Founder of KKR and Co-Chairman of KPE’s Managing Partner’s Board of Directors, added, “We remain prudently on guard in terms of the operations of our portfolio companies given the environment. The work of our company management teams, private equity industry teams, KKR Capstone team and capital markets team to improve company operations, address refinancing issues and proactively optimize capital structures allows us to, in general, lower debt to earnings ratios, cut costs, control cash flows and opportunistically access the capital markets.  These initiatives contributed to the slight rise in KPE’s NAV for the first quarter.”

 

Results of Operations

Operating results of KPE for the quarter ended March 31, 2009 are highlighted as follows:

 

·                   Net unrealized appreciation on investments and foreign currency transactions was $116.9 million.  Of the total net unrealized appreciation during the quarter ended March 31, 2009, $84.0 million represented the reversal of previously recorded net unrealized depreciation, primarily from the sale of certain interests in co-investments and the remainder of the opportunistic investments in public equities, related derivative instruments and a fixed income investment.  The most

 

1



 

significant changes in the unrealized fair value of investments excluding these reversals from December 31, 2008 to March 31, 2009 were:

 

·                   An increase of $58.1 million in the value of the investment in Dollar General Corporation, which was marked from 1.1 times cost as of December 31, 2008 to 1.3 times cost as of March 31, 2009;

·                   An increase of $52.1 million in the value of the investment in HCA Inc., which was marked from 0.8 times cost as of December 31, 2008 to original cost as of March 31, 2009;

·                   An increase of $24.4 million in the value of the convertible senior notes investment in Sun Microsystems, Inc. (“Sun”);

·                   An unrealized gain of $23.0 million related to investments in KKR Strategic Capital Institutional Fund, Ltd. (“SCF”);

·                   A decrease of $73.0 million in the value of the investment in Energy Future Holdings Corp., which was marked from 0.7 times cost as of December 31, 2008 to 0.5 times cost as of March 31, 2009;

·                   A decrease of $15.2 million in the value of the investment in Capmark Financial Group Inc., which was marked from 0.1 times cost as of December 31, 2008 to nil as of March 31, 2009;

·                   A decrease of $15.2 million in the value of the overall investment in ProSiebenSat.1 Media AG, which was marked on both a Euro and U.S. dollar basis from 0.1 times cost as of December 31, 2008 to less than 0.1 times cost as of March 31, 2009; and

·                   A decrease of $13.9 million in the value of the investment in KION Group GmbH , which was marked on both a Euro and U.S. dollar basis from 0.2 times cost as of December 31, 2008 to 0.1 times cost as of March 31, 2009.

 

·                   Net realized loss on investments and foreign currency was $93.9 million.  The net realized loss was primarily comprised of $39.8 million from the sale of certain interests in co-investments, $37.1 million from the sale of opportunistic investments, and $28.1 million from the sale of investments by SCF, offset by a realized gain of $11.1 million related to foreign currency transactions.  The co-investment sale resulted in proceeds of $200.4 million to the Investment Partnership, in exchange for certain interests with an original cost basis of $240.3 million that were valued at $211.0 million as of March 31, 2009.  The weighted average discount to fair value for the sale was 5.3 percent.

 

·                   Net investment loss was $15.6 million, which principally represented interest expense, management fees and general and administrative expenses, offset by interest income.

 

·                   The net increase in net assets resulting from operations was $7.4 million and KPE’s total return was 0.3 percent during the quarter.

 

2



 

Investments

KPE invests its capital as the sole limited partner of KKR PEI Investments, L.P. (the “Investment Partnership”).  As of March 31, 2009, the fair value of the Investment Partnership’s portfolio, which consisted primarily of private equity investments, net of related financing, was $2,759.8 million, as follows:

 

·                   Investments of $1,163.0 million in the following KKR private equity funds:

 

·

KKR 2006 Fund L.P.

·

KKR Asian Fund, L.P.

·

KKR European Fund, Limited Partnership

·

KKR European Fund II, Limited Partnership

·

KKR European Fund III, Limited Partnership

·

KKR Millennium Fund L.P.

 

·                   Co-investments of $1,220.5 million in the following portfolio companies of KKR’s private equity funds:

 

·

Alliance Boots GmbH

 

 

·

Biomet, Inc.

 

 

·

Capmark Financial Group Inc.

 

 

·

Dollar General Corporation

 

 

·

Energy Future Holdings Corp.

 

 

·

First Data Corporation

 

 

·

HCA Inc.

 

 

·

KION Group GmbH

 

 

·

The Nielsen Company B.V.

 

 

·

NXP B.V.

 

 

·

PagesJaunes Groupe S.A.

 

 

·

ProSiebenSat.1 Media AG

 

 

·

U.S. Foodservice, Inc.

 

 

 

·                   Negotiated equity investments of $317.8 million, net of related financing, in the following companies:

 

·

Aero Technical Support & Services S.à r.l.

·

Orient Corporation

·

Sun Microsystems, Inc.

 

·                   Non-private equity fund investment of $58.5 million in SCF.

 

Please refer to the schedule of investments as of March 31, 2009, included elsewhere in this release, for detailed amounts of the investments listed above.

 

3



 

Commitments

As of March 31, 2009, the Investment Partnership’s remaining capital commitments related to limited partner interests in KKR’s private equity funds were as follows, with amounts in millions:

 

KKR 2006 Fund L.P.

 

$

447.8

 

KKR European Fund III, Limited Partnership

 

291.2

 

KKR Asian Fund L.P.

 

218.9

 

 

 

$

 957.9

 

 

We expect that the unfunded capital commitments presented above will be called over a period of several years.

 

Subsequent to March 31, 2009, the Investment Partnership submitted subscription documents with respect to a limited partner interest in the KKR Annex Fund representing a capital commitment of $17.6 million, which, if accepted, would reduce its commitment to the KKR European Fund III by the same amount. There can be no assurance whether or when the KKR Annex Fund will be consummated and therefore whether or when the subscription will be accepted.

 

Liquidity and Capital Resources

As of March 31, 2009, the Investment Partnership had a cash balance of $638.4 million and had $926.2 million outstanding on its $1.0 billion five-year senior secured credit facility established on June 11, 2007.

 

Subsequent to March 31, 2009 and through May 14, 2009, the Investment Partnership received $200.4 million from the sale of certain interests in co-investments. Taking into account this receipt, the Investment Partnership’s pro forma cash balance was approximately $838.8 million.

 

The Investment Partnership’s availability for further borrowings under the credit facility was $69.1 million as of May 14, 2009 or $23.5 million assuming that the commitment held by Lehman Commercial Paper Inc., which has declared bankruptcy, will not fund any part of its remaining commitments.

 

On April 20, 2009, Sun and Oracle Corporation (“Oracle”) announced that they entered into a definitive agreement under which Oracle will acquire Sun common stock for $9.50 per share in cash.  The terms of the Investment Partnership’s senior convertible notes investment in Sun provide that the Investment Partnership has the right to require Sun to purchase such senior convertible notes at par upon the consummation of a fundamental change of Sun, which the Investment Partnership believes includes the acquisition of Sun by Oracle.  There can be no assurance whether or when the pending acquisition of Sun by Oracle will be consummated or whether or when such senior convertible notes will actually be repurchased. If the senior convertible notes are repurchased, the Investment Partnership’s related $350.0 million financing plus accrued interest will be also settled upon such repurchase.

 

4



 

Business Environment

Although certain segments of the global capital market have improved since December 31, 2008, worldwide economies and other segments of the global capital market remain weak and, in general, credit remains scarce and confidence in global financial systems and economic performance has not been fully restored. As a result, sources of liquidity may be more difficult to obtain in the current market environment. The state of the financial markets may also impact other aspects of the business, operations, investments or prospects of KPE and the Investment Partnership in ways that are currently unforeseeable.

 

Business Combination Transaction

KKR & Co. L.P. and the independent directors of KPE’s general partner continue their process of evaluating the advisability of the pending acquisition of all of the assets and liabilities of KPE by KKR & Co. L.P (the “Transaction”).  As of April 24, 2009, KPE and KKR & Co. L.P. amended the purchase and sale agreement to extend to August 31, 2009 from April 27, 2009, the date by which the Transaction is required to be completed before either party may, subject to certain conditions, terminate such agreement.

 

Financial Report and Other Information

KPE’s interim financial report, which includes its unaudited financial statements and the unaudited consolidated financial statements of the Investment Partnership, is available on its website (www.kkrprivateequityinvestors.com).  KPE encourages investors to carefully read these documents accompanying this news release.

 

KPE’s annual information document may be obtained from KPE’s paying agent, ING Bank N.V., at Van Heenvlietlaan 220, 1083 CN Amsterdam, The Netherlands.

 

Information for Investors — Teleconference and Webcast

KPE will discuss its financial results on a teleconference to be broadcast live on the Internet on Friday, May 15, 2009 at 7:00 p.m. CEST (Amsterdam) / 6:00 p.m. BST (Guernsey) / 1:00 p.m. EDT (New York City). A webcast (listen only) of the teleconference can be accessed via the Investor Relations section of KPE’s website at www.kkrprivateequityinvestors.com.

 

About KPE

KKR Private Equity Investors, L.P. (Euronext Amsterdam: KPE) is a Guernsey limited partnership that seeks to create long-term value by participating predominantly in private equity investments identified by Kohlberg Kravis Roberts & Co. (“KKR”).  As of March 31, 2009, KPE’s investment portfolio was substantially comprised of limited partner interests in six KKR private equity funds, co-investments in 13 companies alongside the private equity funds and three negotiated equity investments.  KPE is governed by its general partner’s board of directors, which is required to have a majority of independent directors, and makes its investments as the sole limited partner of another Guernsey limited partnership, KKR PEI Investments, L.P.

 

The common units and related restricted depositary units of KPE are subject to a number of ownership and transfer restrictions.  Information concerning these ownership and transfer restrictions is included in the Investor Relations section of KPE’s website at www.kkrprivateequityinvestors.com.

 

5



 

No Offering Statement

This release does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration.  Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from KPE and that will contain detailed information about KPE and management, as well as financial statements.

 

Forward-Looking Statements

This release may contain certain forward-looking statements with respect to the financial condition, results of operations, liquidity, investments, business, net asset value and prospects of KPE and the transaction with KKR & Co. L.P.  By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.  KPE does not undertake to update any of these forward-looking statements.

 

******

 

6



 

Investor Contact :

 

Media Contacts :

Kate de Mul

 

Kohlberg Kravis Roberts & Co.

Investor Relations Manager

 

Peter McKillop

KKR KPE LLC

 

Kristi Huller

+1.212.659.2026

 

+1.212.750.8300

 

 

media@kkr.com

 

Additional Information about the Transaction and Where to Find It

This release contains information in respect of the proposed transaction involving KKR & Co. L.P. and KPE. In connection with the proposed transaction, KKR & Co. L.P. has filed with the Securities Exchange Commission (“SEC”) an amendment to its existing Registration Statement on Form S-1 (file no. 333-144335) and will be filing other documents regarding the proposed transaction with the SEC .  INVESTORS AND SECURITY HOLDERS OF KPE ARE URGED TO READ THE REGISTRATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final prospectus contained in the registration statement will be mailed or otherwise disseminated to the holders of KPE’s common units. Holders of KPE’s common units will be able to obtain free copies of the final prospectus (when available) and other documents filed with the SEC by KKR & Co. L.P. through the web site maintained by the SEC at www.sec.gov. Free copies of the final prospectus (when available) and other documents filed with the SEC can also be obtained by directing a request to KKR & Co. L.P., 9 W. 57th Street, Suite 4200, New York, New York 10019, Attention: Investor Relations.

 

FINANCIAL SCHEDULES FOLLOW

 

7



 

KKR PRIVATE EQUITY INVESTORS, L.P.

 

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(Amounts in thousands, except unit and per unit amounts)

 

 

 

March 31, 2009

 

December 31,
2008

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Investments in limited partner interests of KKR PEI Investments, L.P., at fair value

 

$

2,626,592

 

$

2,622,970

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,048

 

2,095

 

Other assets

 

71

 

171

 

 

 

 

 

 

 

Total assets

 

2,630,711

 

2,625,236

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Accrued liabilities

 

4,302

 

4,927

 

Due to affiliate

 

322

 

1,640

 

 

 

 

 

 

 

Total liabilities

 

4,624

 

6,567

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

NET ASSETS

 

$

2,626,087

 

$

2,618,669

 

 

 

 

 

 

 

NET ASSETS CONSIST OF:

 

 

 

 

 

Partners’ capital contributions, net (common units outstanding of 204,902,226)

 

$

4,834,517

 

$

4,834,517

 

Distributable loss

 

(2,208,430

)

(2,215,848

)

 

 

 

 

 

 

 

 

$

 2,626,087

 

$

2,618,669

 

 

 

 

 

 

 

Net asset value per common unit

 

$

12.82

 

$

12.78

 

 

 

 

 

 

 

Market price per common unit

 

$

2.93

 

$

3.50

 

 

8



 

KKR PRIVATE EQUITY INVESTORS, L.P.

 

STATEMENTS OF OPERATIONS (UNAUDITED)
(Amounts in thousands)

 

 

 

Quarter Ended

 

 

 

March 31, 2009

 

March 31, 2008

 

NET INVESTMENT LOSS ALLOCATED FROM KKR PEI INVESTMENTS, L.P.:

 

 

 

 

 

Investment income

 

$

3,788

 

$

15,241

 

Expenses

 

18,187

 

34,915

 

 

 

(14,399

)

(19,674

)

 

 

 

 

 

 

INVESTMENT INCOME—Interest income

 

7

 

26

 

 

 

 

 

 

 

EXPENSES—General and administrative expenses

 

1,201

 

1,446

 

 

 

 

 

 

 

NET INVESTMENT LOSS

 

(15,593

)

(21,094

)

 

 

 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS AND FOREIGN CURRENCY ALLOCATED FROM KKR PEI INVESTMENTS, L.P:

 

 

 

 

 

Net realized gain (loss)

 

(93,899

)

3,990

 

Net change in unrealized appreciation (depreciation)

 

116,910

 

(251,819

)

 

 

 

 

 

 

Net gain (loss) on investments and foreign currency transactions

 

23,011

 

(247,829

)

 

 

 

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

 

$

7,418

 

$

(268,923

)

 

9



 

KKR PRIVATE EQUITY INVESTORS, L.P.

 

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
(Amounts in thousands, except common units)

 

NET ASSETS—DECEMBER 31, 2007

 

$

4,982,373

 

 

 

 

 

NET DECREASE IN NET ASSETS FROM OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008:

 

 

 

Net investment loss

 

(86,174

)

Net loss on investments and foreign currency transactions

 

(2,281,937

)

 

 

 

 

Net decrease in net assets resulting from operations

 

(2,368,111

)

 

 

 

 

Partners’ capital contributions (issued 352,225 common units)

 

4,407

 

 

 

 

 

NET ASSETS—DECEMBER 31, 2008

 

2,618,669

 

 

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2009:

 

 

 

Net investment loss

 

(15,593

)

Net gain on investments and foreign currency transactions

 

23,011

 

 

 

 

 

Net increase in net assets resulting from operations

 

7,418

 

 

 

 

 

NET ASSETS—MARCH 31, 2009

 

$

2,626,087

 

 

10



 

KKR PRIVATE EQUITY INVESTORS, L.P.

 

STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)

 

 

 

Quarter Ended

 

 

 

March 31, 2009

 

March 31, 2008

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

 

$

7,418

 

$

(268,923

)

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to cash and cash equivalents provided by operating activities:

 

 

 

 

 

Net investment loss allocated from KKR PEI Investments, L.P.

 

14,399

 

19,674

 

Net loss (gain) on investments and foreign currency transactions allocated from KKR PEI Investments, L.P.

 

(23,011

)

247,829

 

Share-based compensation expense

 

26

 

12

 

Changes in operating assets and liabilities:

 

 

 

 

 

Distribution received from KKR PEI Investments, L.P.

 

4,990

 

4,990

 

Decrease in other assets

 

100

 

85

 

Decrease in accrued liabilities

 

(651

)

(349

)

Decrease in due to affiliate

 

(1,318

)

(660

)

 

 

 

 

 

 

Net cash flows provided by operating activities

 

1,953

 

2,658

 

 

 

 

 

 

 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

 

 

 

 

 

Partners’ capital co ntributions

 

 

4,407

 

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

1,953

 

7,065

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

2,095

 

452

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS—End of period

 

$

4,048

 

$

7,517

 

 

11



 

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(Amounts in thousands)

 

 

 

March 31, 2009

 

December 31,
2008

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

Investments, at fair value:

 

 

 

 

 

Opportunistic investments—Class A (cost of $0 and $84,852, respectively)

 

$

 

$

41,181

 

Co-investments in portfolio companies of private equity funds—Class B (cost of $2,423,281 and $2,663,611, respectively)

 

1,220,469

 

1,414,743

 

Negotiated equity investments—Class B (cost of $992,582 and $992,582, respectively)

 

667,857

 

649,155

 

Private equity funds—Class C (cost of $1,685,063 and $1,683,609, respectively)

 

1,162,992

 

1,184,958

 

Non-private equity fund—Class D (cost of $133,975 and $161,148, respectively)

 

58,482

 

62,583

 

 

 

3,109,800

 

3,352,620

 

 

 

 

 

 

 

Cash and cash equivalents

 

638,444

 

623,316

 

Cash and cash equivalents held by a non-private equity fund

 

78

 

88

 

Restricted cash

 

10,897

 

18,011

 

Prepaid management fees

 

4,062

 

 

Unrealized gain on a foreign currency exchange contract

 

2,586

 

3,000

 

Other assets

 

204,284

 

7,689

 

Total assets

 

3,970,151

 

4,004,724

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Accrued liabilities

 

40,650

 

37,691

 

Due to affiliates

 

40

 

2,864

 

Securities sold, not yet purchased (proceeds of $0 and $1,785, respectively)

 

 

1,916

 

Unrealized loss on foreign currency exchange contracts and an interest rate swap

 

20,949

 

32,331

 

Other liabilities

 

82

 

117

 

Revolving credit agreement

 

926,193

 

951,214

 

Long-term debt

 

350,000

 

350,000

 

Total liabilities

 

1,337,914

 

1,376,133

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

NET ASSETS

 

$

2,632,237

 

$

2,628,591

 

 

 

 

 

 

 

NET ASSETS CONSIST OF:

 

 

 

 

 

Partners’ capital contributions

 

$

4,836,568

 

$

4,836,568

 

Distributable loss

 

(2,204,331

)

(2,207,977

)

 

 

 

 

 

 

 

 

$

 2,632,237

 

$

2,628,591

 

 

12



 

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

  (Amounts in thousands, except percentage amounts)

 

 

 

 

 

March 31, 2009

 

Investment

 

Class

 

Cost

 

Fair
Value

 

Fair Value as
a Percentage
of Net Assets

 

 

 

 

 

 

 

 

 

 

 

INVESTMENTS BY TYPE:

 

 

 

 

 

 

 

 

 

Opportunistic investments

 

A

 

$

 

$

 

%

 

 

 

 

 

 

 

 

 

 

Co-investments in portfolio companies of private equity funds:

 

B

 

 

 

 

 

 

 

Dollar General Corporation

 

 

 

214,686

 

279,092

 

10.6

 

HCA Inc.

 

 

 

201,444

 

201,444

 

7.7

 

Alliance Boots GmbH

 

 

 

301,352

 

172,171

 

6.5

 

The Nielsen Company B.V.

 

 

 

156,839

 

141,155

 

5.4

 

Biomet, Inc.

 

 

 

151,443

 

121,154

 

4.6

 

Energy Future Holdings Corp.

 

 

 

200,000

 

100,000

 

3.8

 

First Data Corporation

 

 

 

135,258

 

81,155

 

3.1

 

U.S. Foodservice, Inc.

 

 

 

100,000

 

80,000

 

3.0

 

NXP B.V.

 

 

 

250,000

 

25,000

 

1.0

 

KION Group GmbH

 

 

 

112,824

 

11,395

 

0.4

 

ProSiebenSat.1 Media AG

 

 

 

226,913

 

7,903

 

0.3

 

Capmark Financial Group Inc.

 

 

 

137,321

 

 

 

PagesJaunes Groupe S.A.

 

 

 

235,201

 

 

 

 

 

 

 

2,423,281

 

1,220,469

 

46.4

 

Negotiated equity investments:

 

B

 

 

 

 

 

 

 

Sun Microsystems, Inc. convertible senior notes

 

 

 

701,164

 

525,000

 

20.0

 

Orient Corporation convertible preferred stock

 

 

 

169,706

 

142,857

 

5.4

 

Aero Technical Support & Services S.à r.l. (Aveos)

 

 

 

121,712

 

 

 

 

 

 

 

992,582

 

667,857

 

25.4

 

Private equity funds:

 

C

 

 

 

 

 

 

 

KKR 2006 Fund L.P.

 

 

 

1,107,241

 

808,636

 

30.7

 

KKR Millennium Fund L.P.

 

 

 

203,718

 

128,630

 

4.9

 

KKR European Fund, Limited Partnership

 

 

 

202,115

 

124,944

 

4.7

 

KKR Asian Fund L.P.

 

 

 

66,057

 

51,267

 

2.0

 

KKR European Fund II, Limited Partnership

 

 

 

96,955

 

44,549

 

1.7

 

KKR European Fund III, Limited Partnership

 

 

 

8,977

 

4,966

 

0.2

 

 

 

 

 

1,685,063

 

1,162,992

 

44.2

 

 

 

 

 

 

 

 

 

 

 

Non-private equity funds — Investments by KKR Strategic Capital Institutional Fund, Ltd.

 

D

 

133,975

 

58,482

 

2.2

 

 

 

 

 

$

 5,234,901

 

$

3,109,800

 

118.2

%

 

Continued on the following page.

 

13



 

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED), CONTINUED

  (Amounts in thousands, except percentage amounts)

 

 

 

March 31, 2009

 

Investment

 

Cost

 

Fair
Value

 

Fair Value as
a Percentage
of Net Assets

 

 

 

 

 

 

 

 

 

INVESTMENTS BY GEOGRAPHY :

 

 

 

 

 

 

 

North America

 

$

3,245,698

 

$

2,322,092

 

88.2

%

Europe

 

1,656,550

 

517,132

 

19.7

 

Asia Pacific

 

332,653

 

270,576

 

10.3

 

 

 

$

 5,234,901

 

$

3,109,800

 

118.2

%

 

 

 

 

 

 

 

 

INVESTMENTS BY INDUSTRY :

 

 

 

 

 

 

 

Health Care

 

$

982,585

 

$

742,510

 

28.2

%

Technology

 

1,126,964

 

659,633

 

25.1

 

Retail

 

589,894

 

580,620

 

22.1

 

Financial Services

 

854,592

 

455,256

 

17.3

 

Media/Telecom

 

763,507

 

234,087

 

8.9

 

Energy

 

369,808

 

186,040

 

7.1

 

Industrial

 

438,520

 

175,281

 

6.6

 

Consumer Products

 

89,860

 

57,126

 

2.2

 

Chemicals

 

19,171

 

19,247

 

0.7

 

 

 

$

 5,234,901

 

$

3,109,800

 

118.2

%

 

14



 

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands)

 

 

 

Quarter Ended

 

 

 

March 31, 2009

 

March 31, 2008

 

 

 

 

 

 

 

INVESTMENT INCOME:

 

 

 

 

 

Interest income

 

$

3,796

 

$

11,901

 

Dividend income, net of withholding taxes of $0 and $71, respectively

 

 

3,371

 

Total investment income

 

3,796

 

15,272

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

Management fees

 

8,232

 

13,407

 

Interest expense

 

9,444

 

19,640

 

Dividend expense

 

 

574

 

General and administrative expenses

 

532

 

1,341

 

Total expenses

 

18,208

 

34,962

 

 

 

 

 

 

 

NET INVESTMENT LOSS

 

(14,412

)

(19,690

)

 

 

 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS AND FOREIGN CURRENCY:

 

 

 

 

 

Net realized gain (loss)

 

(94,095

)

3,998

 

Net change in unrealized appreciation (depreciation)

 

117,153

 

(252,343

)

 

 

 

 

 

 

Net gain (loss) on investments and foreign currency transactions

 

23,058

 

(248,345

)

 

 

 

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

 

$

8,646

 

$

(268,035

)

 

15



 

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

 (Amounts in thousands)

 

 

 

General
Partner

 

Limited
Partner

 

Total

 

 

 

 

 

 

 

 

 

NET ASSETS—DECEMBER 31, 2007

 

$

10,445

 

$

4,984,533

 

$

4,994,978

 

 

 

 

 

 

 

 

 

DECREASE IN NET ASSETS FROM OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008:

 

 

 

 

 

 

 

Net investment loss

 

(47

)

(64,657

)

(64,704

)

Net realized loss on investments and foreign currency transactions

 

(217

)

(104,356

)

(104,573

)

Net change in unrealized depreciation on investments and foreign currency transactions

 

(4,529

)

(2,177,581

)

(2,182,110

)

Net decrease in net assets resulting from operations

 

(4,793

)

(2,346,594

)

(2,351,387

)

 

 

 

 

 

 

 

 

Fair value of distributions

 

(31

)

(14,969

)

(15,000

)

DECREASE IN NET ASSETS

 

(4,824

)

(2,361,563

)

(2,366,387

)

 

 

 

 

 

 

 

 

NET ASSETS—DECEMBER 31, 2008

 

5,621

 

2,622,970

 

2,628,591

 

 

 

 

 

 

 

 

 

INCREASE IN NET ASSETS FROM OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2009:

 

 

 

 

 

 

 

Net investment loss

 

(13

)

(14,399

)

(14,412

)

Net realized loss on investments and foreign currency transactions

 

(196

)

(93,899

)

(94,095

)

Net change in unrealized appreciation on investments and foreign currency transactions

 

243

 

116,910

 

117,153

 

Net increase in net assets resulting from operations

 

34

 

8,612

 

8,646

 

 

 

 

 

 

 

 

 

Fair value of distributions.

 

(10

)

(4,990

)

(5,000

)

INCREASE IN NET ASSETS

 

24

 

3,622

 

3,646

 

 

 

 

 

 

 

 

 

NET ASSETS—MARCH 31, 2009

 

$

5,645

 

$

2,626,592

 

$

2,632,237

 

 

16



 

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands)

 

 

 

Quarter Ended

 

 

 

March 31, 2009

 

March 31, 2008

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

 

$

8,646

 

$

(268,035

)

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to cash and cash equivalents provided by operating activities:

 

 

 

 

 

Amortization of deferred financing costs

 

217

 

217

 

Net realized loss (gain) on investments

 

94,095

 

(3,998

)

Net change in unrealized depreciation (appreciation) on investments

 

(106,185

)

188,185

 

Decrease (increase) in net unrealized loss on foreign currency exchange contracts and an interest rate swap

 

(10,968

)

64,158

 

Changes in operating assets and liabilities:

 

 

 

 

 

Purchase of opportunistic investments

 

 

(39,514

)

Purchase of securities to settle short sales

 

(1,580

)

(117,940

)

Purchase of options

 

 

(4,774

)

Purchase of investments by private equity funds

 

(1,454

)

(106,059

)

Purchase of investments by a non-private equity fund

 

(14,606

)

(4,559

)

Proceeds from sale of opportunistic investments

 

47,519

 

213,502

 

Proceeds from securities sold short, not yet purchased

 

 

167,358

 

Proceeds from options written

 

 

1,954

 

Proceeds from the termination of a transaction under a forward foreign currency contact

 

7,475

 

 

Proceeds from sale of investments by private equity funds

 

 

10,270

 

Proceeds from sale of investments by a non-private equity fund

 

13,657

 

245

 

Decrease in cash and cash equivalents held by a non-private equity fund

 

10

 

682

 

Decrease (increase) in restricted cash

 

7,114

 

(30,151

)

Increase in prepaid management fees

 

(4,062

)

 

Decrease in other assets

 

3,588

 

1,887

 

Increase in accrued liabilities

 

2,959

 

10,048

 

Decrease in due to affiliates

 

(2,824

)

(10,085

)

Decrease in other liabilities

 

(35

)

(3

)

Net cash flows provided by operating activities

 

43,566

 

73,388

 

 

Continued on the following page.

 

17



 

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), CONTINUED

(Amounts in thousands)

 

 

 

Quarter Ended

 

 

 

March 31, 2009

 

March 31, 2008

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Payments on borrowings under the revolving credit agreement

 

(22,238

)

 

Distributions to partners

 

(5,000

)

(5,000

)

Net cash flows used in financing activities

 

(27,238

)

(5,000

)

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash

 

(1,200

)

 

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

15,128

 

68,388

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

623,316

 

255,415

 

CASH AND CASH EQUIVALENTS—End of period

 

$

638,444

 

$

323,803

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

Interest paid

 

$

6,111

 

$

16,188

 

 

 

 

 

 

 

SUPPLEMENTAL NON-CASH ACTIVITIES:

 

 

 

 

 

Increase in other assets for proceeds due from the sale of co-investments

 

$

200,400

 

$

 

Decrease in revolving credit agreement - foreign currency adjustments

 

(2,028

)

 

 

18


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