NAV per Unit of $14.66 as of June 30, 2009
GUERNSEY, Channel Islands--(BUSINESS WIRE)--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. (together with KKR & Co. L.P. and its affiliates, “KKR”), today reported its financial results for the quarter ended June 30, 2009. As of June 30, 2009, KPE’s net asset value (“NAV”) was $3,004.1 million, or $14.66 per unit.
Results of Operations
Operating results of KPE for the quarter ended June 30, 2009 are highlighted as follows:
- Net unrealized appreciation on investments and foreign currency transactions was $379.3 million. The most significant changes in the unrealized fair value of investments from March 31, 2009 to June 30, 2009 were:
- An increase of $116.2 million in the value of the investment in Dollar General Corporation (“Dollar General”), which was marked from 1.3 times cost as of March 31, 2009 to 1.7 times cost as of June 30, 2009;
- An increase of $59.4 million in the value of the convertible senior notes investment in Sun Microsystems, Inc. (“Sun”);
- A net increase of $53.7 million in the value of the convertible preferred stock investment in Orient Corporation (“Orico”) and the related forward foreign currency contract;
- An increase of $49.7 million in the value of the investment in HCA Inc. (“HCA”), which was marked from 1.0 times cost as of March 31, 2009 to 1.2 times cost as of June 30, 2009;
- An increase of $34.8 million in the value of the investment in Alliance Boots GmbH (“Alliance Boots”), which related entirely to the impact of the change in the exchange rate from British pounds sterling to U.S. dollars from March 31, 2009 to June 30, 2009;
- An unrealized gain of $23.3 million related to investments in KKR Strategic Capital Institutional Fund, Ltd. (“SCF”); and
- An increase of $12.7 million in the value of the investment in Legrand Holdings S.A., based on a market quotation on a U.S. dollar basis.
- Net realized gain on investments and foreign currency was $10.2 million. The net realized gain was primarily comprised of $11.7 million related to foreign currency translation and $2.3 million from the sale of investments by SCF, offset by realized losses of $3.8 million related to the settlement of shorts and futures contracts.
- Net investment loss was $11.5 million, which principally represented management fees, interest expense and general and administrative expenses, offset by interest and dividend income.
- The net increase in net assets resulting from operations was $378.0 million and KPE’s total return was 14.4 percent during the quarter.
Results of Operations
Operating results of KPE for the six months ended June 30, 2009 are highlighted as follows:
- Net unrealized appreciation on investments and foreign currency transactions was $496.2 million. Of the total net unrealized appreciation during the six months ended June 30, 2009, $84.0 million represented the reversal of previously recorded net unrealized depreciation, primarily from the sale of certain interests in co-investments and opportunistic investments in public equities, related derivative instruments and a fixed income investment. The most significant changes in the unrealized fair value of investments excluding these reversals from December 31, 2008 to June 30, 2009 were:
- An increase of $174.3 million in the value of the investment in Dollar General, which was marked from 1.1 times cost as of December 31, 2008 to 1.7 times cost as of June 30, 2009;
- An increase of $101.8 million in the value of the investment in HCA, which was marked from 0.8 times cost as of December 31, 2008 to 1.2 times cost as of June 30, 2009;
- An increase of $83.8 million in the value of the convertible senior notes investment in Sun;
- An increase of $57.4 million in the value of the convertible preferred stock investment in Orico and the related forward foreign currency contract;
- An unrealized gain of $46.3 million related to investments in SCF;
- A net increase of $30.1 million in the value of the investment in Alliance Boots, which related entirely to the impact of the change in the exchange rate from British pounds sterling to U.S. dollars from December 31, 2008 to June 30, 2009;
- 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 June 30, 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 June 30, 2009;
- A net decrease of $15.0 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 June 30, 2009; and
- A net decrease of $13.7 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 June 30, 2009.
- Net realized loss on investments and foreign currency was $83.7 million. The net realized loss was primarily comprised of $40.9 million from the sale of opportunistic investments in public equities and related derivative instruments, a fixed income investment and the settlement of shorts and futures contracts, $39.8 million related to the sale of certain interests in co-investments and $25.7 million from the sale of investments by SCF, offset by realized gains of $22.7 million related to foreign currency transactions and translation.
- Net investment loss was $27.1 million, which principally represented management fees, interest expense and general and administrative expenses, offset by interest and dividend income.
- The net increase in net assets resulting from operations was $385.4 million and KPE’s return was 14.7 percent during the six months ended June 30, 2009.
Investments
KPE invests its capital as the sole limited partner of KKR PEI Investments, L.P. (the “Investment Partnership”). As of June 30, 2009, the fair value of the Investment Partnership’s portfolio, which consisted primarily of private equity investments, net of related financing, was $3,188.5 million, as follows:
- Investments of $1,295.9 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 $1,373.0 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 $433.6 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 $86.0 million in SCF.
Please refer to the schedule of investments as of June 30, 2009, included elsewhere in this release, for detailed amounts of the investments listed above.
Commitments
As of June 30, 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. | $ | 422.5 | |
KKR European Fund III, Limited Partnership | 291.2 | ||
KKR Asian Fund L.P. | 215.3 | ||
$ | 929.0 |
We expect that the unfunded capital commitments presented above will be called over a period of several years.
On August 7, 2009, KKR E2 Investors L.P. (the “KKR Annex Fund”) accepted the Investment Partnership’s subscription agreement for $17.6 million, which represents the obligation of the Investment Partnership to fund capital calls to the KKR Annex Fund. Pursuant to the terms of the subscription, the Investment Partnership’s capital commitment to the KKR European Fund III was reduced by an equal amount.
Liquidity and Capital Resources
As of June 30, 2009, the Investment Partnership had a cash balance of $808.3 million and had $937.8 million outstanding on its five-year senior secured credit facility established on June 11, 2007. As of June 30, 2009, the Investment Partnership’s availability for further borrowings under the credit facility was $17.9 million.
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.
Transaction Update
The consent solicitation of the KPE unitholders in connection with the transaction to combine the businesses of KPE and KKR pursuant to the Purchase and Sale Agreement, dated as of July 19, 2009, expired on August 14, 2009. As of the expiration date, KPE had received consents in favor of the combination from the holders of approximately 98% of all KPE units for which a consent form was properly submitted. As previously announced, the unitholder consent requirement and all other conditions precedent to completion of the combination included in the Purchase and Sale Agreement were satisfied on August 4, 2009. As a result, the combination is expected to become effective on October 1, 2009, subject to the completion of the restructuring of KKR’s businesses and similar requirements under the Purchase and Sale Agreement that must be performed prior to the effectiveness of the combination. Assuming such requirements are satisfied, on October 1, 2009, KPE and KKR’s existing owners will begin to share ratably in the assets, liabilities, profits, losses or distributions of the combined business.
Selected KKR Financial Information
Attached to this press release in Annex A is selected financial and other data for KKR. The KKR results for the quarter ended June 30, 2009 were at the higher end of the ranges provided in KPE’s press release dated July 20, 2009. As of June 30, 2009, KKR’s assets under management were $50.8 billion compared to $47.3 billion as of March 31, 2009 and $60.8 billion as of June 30, 2008. For the three months ended June 30, 2009, fee-related earnings were $54.3 million compared to $43.7 million for the three months ended March 31, 2009 and $58.9 million for the three months ended June 30, 2008. Economic net income for the three months ended June 30, 2009 was $366.9 million compared to an economic net loss of $52.1 million for the three months ended March 31, 2009 and economic net income of $119.9 million for the three months ended June 30, 2008.
Information for Investors – Teleconference and Webcast
KPE will discuss its financial results on a teleconference to be broadcast live on the Internet on Tuesday, August 18, 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 June 30, 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.
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. 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.
KKR PRIVATE EQUITY INVESTORS, L.P. |
|||||||
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED) | |||||||
(Amounts in thousands, except unit and per unit amounts) | |||||||
June 30, | December 31, | ||||||
2009 | 2008 | ||||||
ASSETS: | |||||||
Investments in limited partner interests of KKR PEI |
$ | 3,006,422 | $ | 2,622,970 | |||
Cash and cash equivalents | 2,176 | 2,095 | |||||
Other assets | 461 | 171 | |||||
Total assets | 3,009,059 | 2,625,236 | |||||
LIABILITIES: | |||||||
Accrued liabilities | 4,548 | 4,927 | |||||
Due to affiliate | 423 | 1,640 | |||||
Total liabilities | 4,971 | 6,567 | |||||
COMMITMENTS AND CONTINGENCIES | — | — | |||||
NET ASSETS | $ | 3,004,088 | $ | 2,618,669 | |||
NET ASSETS CONSIST OF: | |||||||
Partners’ capital contributions, net (common units |
$ | 4,834,517 | $ | 4,834,517 | |||
Distributable loss | (1,830,429 | ) | (2,215,848 | ) | |||
$ | 3,004,088 | $ | 2,618,669 | ||||
Net asset value per common unit | $ | 14.66 | $ | 12.78 | |||
Market price per common unit | $ | 6.00 | $ | 3.50 |
KKR PRIVATE EQUITY INVESTORS, L.P. | |||||||||||||
STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||
(Amounts in thousands) | |||||||||||||
Quarter Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||
2009 | 2008 | 2009 | 2008 | ||||||||||
Net investment loss allocated from the Investment Partnership: | |||||||||||||
Investment income | $ | 9,174 | $ | 15,480 | $ | 12,962 | $ | 30,721 | |||||
Expenses | 18,890 | 32,669 | 37,077 | 67,584 | |||||||||
(9,716 | ) | (17,189 | ) | (24,115 | ) | (36,863 | ) | ||||||
Investment income—interest income |
4 |
34 | 11 | 60 | |||||||||
Expenses—General and administrative expenses | 1,833 | 1,297 | 3,034 | 2,743 | |||||||||
Net investment loss | (11,545 | ) | (18,452 | ) | (27,138 | ) | (39,546 | ) | |||||
Realized and unrealized gain (loss) from investments |
|||||||||||||
Net realized gain (loss) | 10,208 | (42,511 | ) | (83,691 | ) | (38,521 | ) | ||||||
Net change in unrealized appreciation (depreciation) | 379,338 | (98,718 | ) | 496,248 | (350,537 | ) | |||||||
Net gain (loss) on investments and foreign currency transactions | 389,546 | (141,229 | ) | 412,557 | (389,058 | ) | |||||||
Net increase (decrease) in net assets resulting from operations | $ | 378,001 | $ | (159,681 | ) | $ | 385,419 | $ | (428,604 | ) |
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 SIX MONTHS ENDED JUNE 30, 2009: | |||
Net investment loss | (27,138 | ) | |
Net gain on investments and foreign currency transactions. | 412,557 | ||
Net increase in net assets resulting from operations | 385,419 | ||
NET ASSETS—JUNE 30, 2009 | $ | 3,004,088 |
KKR PRIVATE EQUITY INVESTORS, L.P. | ||||||||
STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||
(Amounts in thousands) | ||||||||
Six Months Ended | ||||||||
June 30, 2009 | June 30, 2008 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net increase (decrease) in net assets resulting from operations | $ | 385,419 | $ | (428,604 | ) | |||
Adjustments to reconcile net increase (decrease) in net |
||||||||
Net investment loss allocated from KKR PEI Investments, L.P. | 24,115 | 36,863 | ||||||
Net loss (gain) on investments and foreign currency transactions |
(412,557 | ) | 389,058 | |||||
Share-based compensation expense. | 52 | 24 | ||||||
Changes in operating assets and liabilities: | ||||||||
Distribution received from KKR PEI Investments, L.P. | 4,990 | 4,990 | ||||||
Increase in other assets | (290 | ) | (235 | ) | ||||
Decrease in accrued liabilities | (431 | ) | (494 | ) | ||||
Decrease in due to affiliate | (1,217 | ) | (666 | ) | ||||
Net cash flows provided by operating activities | 81 | 936 | ||||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: | ||||||||
Partners’ capital contributions | — | 4,407 | ||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 81 | 5,343 | ||||||
CASH AND CASH EQUIVALENTS—Beginning of period | 2,095 | 452 | ||||||
CASH AND CASH EQUIVALENTS—End of period | $ | 2,176 | $ | 5,795 |
KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES | ||||||||
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED) | ||||||||
(Amounts in thousands) | ||||||||
June 30, 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) | 1,372,996 | 1,414,743 | ||||||
Negotiated equity investments—Class B (cost of $992,582 and $992,582, respectively) | 783,607 | 649,155 | ||||||
Private equity funds—Class C (cost of $1,713,933 and $1,683,609, respectively) | 1,295,870 | 1,184,958 | ||||||
Non-private equity fund—Class D (cost of $138,147 and $161,148, respectively) | 86,009 | 62,583 | ||||||
3,538,482 | 3,352,620 | |||||||
Cash and cash equivalents | 808,302 | 623,316 | ||||||
Cash and cash equivalents held by a non-private equity fund | 36 | 88 | ||||||
Restricted cash | 17,249 | 18,011 | ||||||
Unrealized gain on futures contracts | 52 | — | ||||||
Unrealized gain on a foreign currency exchange contract | — | 3,000 | ||||||
Other assets | 4,841 | 7,689 | ||||||
Total assets | 4,368,962 | 4,004,724 | ||||||
LIABILITIES: | ||||||||
Accrued liabilities | 42,276 | 37,691 | ||||||
Due to affiliates | 3,605 | 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 | 22,276 | 32,331 | ||||||
Other liabilities | 82 | 117 | ||||||
Revolving credit agreement | 937,845 | 951,214 | ||||||
Long-term debt | 350,000 | 350,000 | ||||||
Total liabilities | 1,356,084 | 1,376,133 | ||||||
COMMITMENTS AND CONTINGENCIES | — | — | ||||||
NET ASSETS | $ | 3,012,878 | $ | 2,628,591 | ||||
NET ASSETS CONSIST OF: | ||||||||
Partners’ capital contributions | $ | 4,836,568 | $ | 4,836,568 | ||||
Distributable loss | (1,823,690 | ) | (2,207,977 | ) | ||||
$ | 3,012,878 | $ | 2,628,591 |
KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES | |||||||||||
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) | |||||||||||
(Amounts in thousands, except percentage amounts) | |||||||||||
June 30, 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 | 364,967 | 12.1 | ||||||||
HCA Inc. | 201,444 | 241,732 | 8.0 | ||||||||
Alliance Boots GmbH. | 301,352 | 197,456 | 6.6 | ||||||||
The Nielsen Company B.V. | 156,839 | 141,155 | 4.7 | ||||||||
Biomet, Inc. | 151,443 | 121,154 | 4.0 | ||||||||
Energy Future Holdings Corp. | 200,000 | 100,000 | 3.3 | ||||||||
First Data Corporation | 135,258 | 81,155 | 2.7 | ||||||||
U.S. Foodservice, Inc. | 100,000 | 80,000 | 2.7 | ||||||||
NXP B.V. | 250,000 | 25,000 | 0.8 | ||||||||
KION Group GmbH. | 112,824 | 12,032 | 0.4 | ||||||||
ProSiebenSat.1 Media AG | 226,913 | 8,345 | 0.3 | ||||||||
Capmark Financial Group Inc. | 137,321 | — | — | ||||||||
PagesJaunes Groupe S.A. | 235,201 | — | — | ||||||||
2,423,281 | 1,372,996 | 45.6 | |||||||||
Negotiated equity investments: | B | ||||||||||
Sun Microsystems, Inc. convertible senior notes. | 701,164 | 584,500 | 19.4 | ||||||||
Orient Corporation convertible preferred stock. | 169,706 | 199,107 | 6.6 | ||||||||
Aero Technical Support & Services S.à r.l. (Aveos) | 121,712 | — | — | ||||||||
992,582 | 783,607 | 26.0 | |||||||||
Private equity funds: | C | ||||||||||
KKR 2006 Fund L.P. | 1,132,437 | 902,803 | 30.0 | ||||||||
KKR European Fund, Limited Partnership | 202,115 | 144,595 | 4.8 | ||||||||
KKR Millennium Fund L.P. | 203,718 | 141,751 | 4.7 | ||||||||
KKR Asian Fund L.P. | 69,731 | 55,671 | 1.8 | ||||||||
KKR European Fund II, Limited Partnership | 96,955 | 45,355 | 1.5 | ||||||||
KKR European Fund III, Limited Partnership | 8,977 | 5,695 | 0.2 | ||||||||
1,713,933 | 1,295,870 | 43.0 | |||||||||
Non-private equity funds –
Investments by KKR Strategic Capital Institutional Fund, Ltd. |
D | 138,147 | 86,009 | 2.8 | |||||||
$ | 5,267,943 | $ | 3,538,482 | 117.4 | % | ||||||
|
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|
June 30, 2009 |
||||||||||
Investment |
|
Cost |
Fair
Value |
Fair Value as
a Percentage of Net Assets |
|||||||
INVESTMENTS BY GEOGRAPHY : | |||||||||||
North America |
|
|
$ |
3,275,073 |
$ | 2,630,549 | 87.3 | % | |||
Europe |
|
1,656,543 |
568,486 | 18.9 | |||||||
Asia Pacific |
|
336,327 |
339,447 | 11.2 | |||||||
|
|
$ |
5,267,943 |
$ | 3,538,482 | 117.4 | % | ||||
INVESTMENTS BY INDUSTRY : | |||||||||||
Health Care |
|
|
$ |
982,585 |
$ | 828,089 | 27.5 | % | |||
Technology |
|
1,132,962 |
746,015 | 24.8 | |||||||
Retail |
|
590,148 |
700,246 | 23.2 | |||||||
Financial Services |
|
852,594 |
532,363 | 17.7 | |||||||
Media/Telecom |
|
763,607 |
236,909 | 7.8 | |||||||
Energy |
|
395,894 |
213,415 | 7.1 | |||||||
Industrial |
|
437,447 |
175,111 | 5.8 | |||||||
Consumer Products |
|
93,535 |
73,552 | 2.4 | |||||||
Chemicals |
|
19,171 |
32,782 | 1.1 | |||||||
|
|
$ |
5,267,943 |
$ | 3,538,482 | 117.4 | % |
CONSOLIDATED SCHEDULE OF FUTURES CONTRACTS (UNAUDITED) | ||||||
(Amounts in thousands) | ||||||
June 30, 2009 | ||||||
Instrument Type/Geography/Industry | Fair Value | Proceeds | ||||
Asia Pacific – short exposure: | ||||||
Index (notional cost $37,843) | $ | 52 | $ | — | ||
$ | 52 | $ | — |
KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES | |||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
(Amounts in thousands) | |||||||||||||||
Quarter Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||
2009 | 2008 | 2009 | 2008 | ||||||||||||
Investment income: | |||||||||||||||
Interest income | $ | 3,997 | $ | 10,126 | $ | 7,793 | $ | 22,027 | |||||||
Dividend income, net of withholding taxes of $0, $178, $0 and $249, respectively |
5,197 | 5,385 | 5,197 | 8,756 | |||||||||||
Total investment income | 9,194 | 15,511 | 12,990 | 30,783 | |||||||||||
Expenses: | |||||||||||||||
Management fees | 9,409 | 13,331 | 17,641 | 26,738 | |||||||||||
Interest expense | 8,581 | 17,784 | 18,025 | 37,424 | |||||||||||
Dividend expense | — | 322 | — | 896 | |||||||||||
General and administrative expenses | 919 | 1,270 | 1,451 | 2,611 | |||||||||||
Total expenses | 18,909 | 32,707 | 37,117 | 67,669 | |||||||||||
Net investment loss | (9,715 | ) | (17,196 | ) | (24,127 | ) | (36,886 | ) | |||||||
Realized and unrealized gain (loss) from investments and foreign currency: | |||||||||||||||
Net realized gain (loss), net of withholding tax (benefit) of $0, $(37), $0 and $(37), respectively | 10,229 | (42,600 | ) | (83,866 | ) | (38,602 | ) | ||||||||
Net change in unrealized appreciation (depreciation) | 380,127 | (98,922 | ) | 497,280 | (351,265 | ) | |||||||||
Net gain (loss) on investments and foreign currency transactions | 390,356 | (141,522 | ) | 413,414 | (389,867 | ) | |||||||||
Net increase (decrease) in net assets resulting from operations | $ | 380,641 | $ | (158,718 | ) | $ | 389,287 | $ | (426,753 | ) |
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 SIX MONTHS ENDED JUNE 30, 2009: | |||||||||
Net investment loss | (12 | ) | (24,115 | ) | (24,127 | ) | |||
Net realized loss on investments and foreign currency transactions | (175 | ) | (83,691 | ) | (83,866 | ) | |||
Net change in unrealized appreciation on investments and foreign currency transactions | 1,032 | 496,248 | 497,280 | ||||||
Net increase in net assets resulting from operations | 845 | 388,442 | 389,287 | ||||||
Fair value of distributions. | (10 | ) | (4,990 | ) | (5,000 | ) | |||
INCREASE IN NET ASSETS | 835 | 383,452 | 384,287 | ||||||
NET ASSETS—JUNE 30, 2009 | $ | 6,456 |
|
$ |
3,006,422 |
|
$ |
3,012,878 |
KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES | |||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||
(Amounts in thousands) | |||||||||
Six Months Ended | |||||||||
June 30, 2009 | June 30, 2008 | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
Net increase (decrease) in net assets resulting from operations | $ | 389,287 | $ | (426,753 | ) | ||||
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 | 435 | 435 | |||||||
Net realized loss on investments | 83,866 | 38,602 | |||||||
Net change in unrealized depreciation (appreciation) on investments | (490,225 | ) | 302,009 | ||||||
Decrease (increase) in net unrealized loss on foreign currency exchange contracts and an interest rate swap | (7,055 | ) | 49,256 | ||||||
Changes in operating assets and liabilities: | |||||||||
Purchase of opportunistic investments | — | (61,601 | ) | ||||||
Purchase of securities to settle short sales | (35,823 | ) | (188,291 | ) | |||||
Settlement of futures contracts | (2,274 | ) | — | ||||||
Purchase of options | — | (4,781 | ) | ||||||
Purchase of investments by private equity funds | (30,324 | ) | (167,060 | ) | |||||
Purchase of investments by a non-private equity fund | (22,899 | ) | (7,549 | ) | |||||
Proceeds from the sale of opportunistic investments | 47,519 | 331,293 | |||||||
Proceeds from securities sold, not yet purchased | 32,686 | 195,324 | |||||||
Proceeds from options written | — | 2,109 | |||||||
Proceeds from the termination of a transaction under a forward foreign exchange contract | 7,475 | — | |||||||
Proceeds from the sale of interests in co-investments | 200,399 | — | |||||||
Proceeds from the sale of investments by private equity funds | — | 321,788 | |||||||
Proceeds from the sale of investments by a non-private equity fund | 20,137 | 94 | |||||||
Decrease in cash and cash equivalents held by a non-private equity fund | 52 | 952 | |||||||
Decrease (increase) in restricted cash | 762 | (31,529 | ) | ||||||
Increase in due from affiliate of a non-private equity fund | — | (814 | ) | ||||||
Decrease in other assets | 2,413 | 866 | |||||||
Increase in accrued liabilities | 4,585 | 4,713 | |||||||
Increase (decrease) in due to affiliates | 741 | (562 | ) | ||||||
Decrease in other liabilities | (35 | ) | (66 | ) | |||||
Net cash flows provided by operating activities | 201,722 | 358,435 | |||||||
Six Months Ended |
|||||||||
|
June 30, 2009 |
June 30, 2008 | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
Payments on borrowings under the revolving credit agreement |
|
(22,238 |
) | (401,237 | ) | ||||
Distributions to partners |
|
(5,000 |
) | (5,000 | ) | ||||
Net cash flows used in financing activities |
|
(27,238 |
) | (406,237 | ) | ||||
Effect of foreign exchange rate changes on cash |
|
10,502 |
— | ||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
|
184,986 |
(47,802 | ) | |||||
CASH AND CASH EQUIVALENTS—Beginning of period |
|
623,316 |
255,415 | ||||||
CASH AND CASH EQUIVALENTS—End of period |
|
$ |
808,302 |
$ | 207,613 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||||
Interest paid |
|
$ |
12,705 |
|
$ |
32,043 |
|||
SUPPLEMENTAL NON-CASH ACTIVITIES: | |||||||||
Increase in the revolving credit agreement - foreign currency adjustments |
|
$ |
13,680 |
|
$ |
— |
KKR Group1 |
||||||||||||||||||||||
PRIVATE EQUITY INVESTMENTS | ||||||||||||||||||||||
As of June 30, 2009 | ||||||||||||||||||||||
(Amounts in millions, except percentages) | ||||||||||||||||||||||
Investment Period | Amount | Outstanding Investments | ||||||||||||||||||||
Private Equity Fund | Commencement Date2 | End
Date2 |
Amount Committed 3 |
Percentage |
Invested
by Fund |
Realized |
Remaining Cost4 |
Fair
Value |
||||||||||||||
European Fund III (2008) | 3/2008 | 3/2014 | $ | 6,608.5 | 4.4% | $ | 193.7 | $ | — | $ | 193.7 | $ | 125.2 | |||||||||
Asian Fund (2007) | 7/2007 | 7/2013 | 4,000.0 | 2.5% | 976.1 | — | 976.1 | 779.4 | ||||||||||||||
2006 Fund | 9/2006 | 9/2012 | 17,642.1 | 2.1% | 12,385.0 | — | 12,385.0 | 9,605.2 | ||||||||||||||
European Fund II (2005) | 11/2005 | 10/2008 | 5,750.8 | 2.1% | 5,750.8 | 563.1 | 5,534.4 | 2,499.6 | ||||||||||||||
Millennium Fund (2002) | 12/2002 | 12/2008 | 6,000.0 | 2.5% | 6,000.0 | 5,039.3 | 4,869.2 | 4,038.6 | ||||||||||||||
European Fund (1999) | 12/1999 | 12/2005 | 3,085.4 | 3.2% | 3,085.5 | 5,637.0 | 981.5 | 1,694.7 | ||||||||||||||
$ | 28,391.1 | $ | 11,239.4 | $ | 24,939.9 | $ | 18,742.7 |
1 KKR Group refers to KKR’s predecessor for accounting purposes consisting of certain consolidated and combined entities under the common control of KKR’s senior principals and under the common ownership of KKR’s principals and certain other individuals who have been involved in KKR’s business. For more information about the KKR Group, please see KPE’s consent solicitation statement dated July 24, 2009. |
2 The commencement date represents the date on which the general partner of the applicable fund commenced investment of the fund’s capital. The end date represents the earlier of the date on which the general partner of the applicable fund was or will be required by the fund’s governing agreement to cease making investments on behalf of the fund, unless extended by a vote of the fund investors, or the date on which the last investment was made. |
3The amount committed represents the aggregate capital commitments to the fund, including capital commitments by third-party fund investors and the general partner. Foreign currency commitments have been converted into U.S. dollars based on (i) the foreign exchange rate at the date of purchase for each investment and (ii) the exchange rate that prevailed on June 30, 2009, in the case of unfunded commitments. |
4 The remaining cost represents the amount that will need to be returned to investors before the general partner is entitled to profit participation. |
KKR GROUP | |||||||||||||||||||
REPORTABLE SEGMENTS SELECTED FINANCIAL DATA1 |
|||||||||||||||||||
(Amounts in thousands) | |||||||||||||||||||
Quarters Ended | |||||||||||||||||||
June 30, 2009 | June 30, 2008 | ||||||||||||||||||
Private Markets2 |
Public |
Total Reportable Segments |
Private Markets2 |
Public |
Total Reportable Segments | ||||||||||||||
Fee Income: | |||||||||||||||||||
Management fees | $ | 106,451 |
|
$ |
12,082 |
|
$ |
118,533 |
|
$ |
99,852 |
|
$ |
17,123 |
|
$ |
116,975 | ||
Advisory fees | 29,187 | — | 29,187 | 40,273 | 4,275 | 44,548 | |||||||||||||
Total fee income | 135,638 | 12,082 | 147,720 | 140,125 | 21,398 | 161,523 | |||||||||||||
Expenses: | |||||||||||||||||||
Employee compensation and benefits | 40,490 | 7,417 | 47,907 | 39,107 | 4,534 | 43,641 | |||||||||||||
Other operating expenses | 40,941 | 4,602 | 45,543 | 52,805 | 6,185 | 58,990 | |||||||||||||
Total expenses | 81,431 | 12,019 | 93,450 | 91,912 | 10,719 | 102,631 | |||||||||||||
Fee related earnings4 | 54,207 | 63 | 54,270 | 48,213 | 10,679 | 58,892 | |||||||||||||
Investment income | 312,693 | 5 | 312,698 | 63,602 | 24 | 63,626 | |||||||||||||
Income before taxes | 366,900 | 68 | 366,968 | 111,815 | 10,703 | 122,518 | |||||||||||||
Income attributable to non-controlling interests | (36 | ) | — | (36 | ) | (2 | ) | (2,616 | ) | (2,618 | ) | ||||||||
Economic net income4 | $ | 366,864 |
|
$ |
68 |
|
$ |
366,932 |
|
$ |
111,813 |
|
$ |
8,087 |
|
$ |
119,900 | ||
Assets under management | $ | 37,525,100 |
|
$ |
13,266,900 |
|
$ |
50,792,000 |
|
$ |
47,642,000 |
|
$ |
13,143,100 |
|
$ |
60,785,100 | ||
Private equity dollars invested | $ | 562,900 |
|
$ |
— |
|
$ |
562,900 |
|
$ |
771,900 |
|
$ |
— |
|
$ |
771,900 | ||
Remaining unused commitments | $ | 14,695,766 |
|
$ |
— | 14,695,766 |
|
$ |
16,001,538 |
|
$ |
— |
|
$ |
16,001,538 |
1 The reportable segments selected financial data is historical financial information for the periods presented and does not include any pro forma adjustments relating to the business combination. The historical financial information presented does not include all adjustments necessary for a presentation of the combined financial results of KKR Group in accordance with Generally Accepted Accounting Principles (“GAAP”). |
2 KKR Group’s private markets segment is comprised of its global private equity and infrastructure businesses, which manage and sponsor a group of investment funds and co-investment vehicles that invest capital for long-term appreciation, either through controlling ownership of a company or strategic minority positions, in global private equity and infrastructure assets. These funds build on KKR Group’s sourcing advantage and the strong industry knowledge, operation expertise and regulatory and stakeholder management skills of KKR Group’s professionals, operating consultants and senior advisors to identify attractive investment opportunities and create and realize value for investors. These funds are managed by Kohlberg Kravis Roberts & Co. L.P. and currently consist of a number of private equity funds that have a finite life and investment period and KPE. |
3 KKR Group’s public markets segment is comprised of KKR’s fixed income and mezzanine finance businesses, as well as other businesses that invest primarily in publicly traded securities. Through these businesses, KKR manages a number of investment funds, structured finance vehicles and separately managed accounts that invest primarily in bank loans, high yield securities, distressed and rescue financings, private debt investments and mezzanine instruments. These businesses are managed by subsidiaries of Kohlberg Kravis Roberts & Co. (Fixed Income) LLC, specifically KKR Financial Advisors LLC, KKR Strategic Capital Management, L.L.C., and KKR FI Advisors LLC. |
4Economic Net Income (“ENI”) and Fee Related Earnings (“FRE”) are key performance measures used by management. ENI is a measure of profitability for KKR Group’s reportable segments and represents income before taxes less net income attributable to non-controlling interests in the KKR funds and certain non-cash amortization charges. FRE represents income before taxes adjusted to: (i) exclude the expenses of consolidated funds; (ii) include management fees earned from consolidated funds that were eliminated in consolidation; (iii) exclude investment income; (iv) exclude amortization of intangibles assets; and (v) exclude net income attributable to non-controlling interests in the KKR funds. These measures are used by management for KKR Group’s segments in making resource deployment and other operational decisions. |
KKR GROUP | |||||||||||||||||||||
REPORTABLE SEGMENTS SELECTED FINANCIAL DATA1 |
|||||||||||||||||||||
(Amounts in thousands) | |||||||||||||||||||||
Six Months Ended | |||||||||||||||||||||
June 30, 2009 | June 30, 2008 | ||||||||||||||||||||
Private Markets2 |
Public Markets3 |
Total Reportable Segments |
Private Markets2 |
Public Markets3 |
Total Reportable Segments | ||||||||||||||||
Fee Income: | |||||||||||||||||||||
Management fees |
|
$ |
210,253 |
|
$ |
24,010 |
|
$ |
234,263 |
|
$ |
178,685 |
|
$ |
33,250 |
|
$ |
211,935 | |||
Advisory fees | 53,180 | — | 53,180 | 78,013 | 7,608 | 85,621 | |||||||||||||||
Total fee income | 263,433 | 24,010 | 287,443 | 256,698 | 40,858 | 297,556 | |||||||||||||||
Expenses: | |||||||||||||||||||||
Employee compensation and benefits | 79,906 | 13,543 | 93,449 | 82,519 | 9,185 | 91,704 | |||||||||||||||
Other operating expenses | 85,265 | 10,723 | 95,988 | 101,366 | 10,339 | 111,705 | |||||||||||||||
Total expenses | 165,171 | 24,266 | 189,437 | 183,885 | 19,524 | 203,409 | |||||||||||||||
Fee related earnings (loss)4 | 98,262 | (256 | ) | 98,006 | 72,813 | 21,334 | 94,147 | ||||||||||||||
Investment income (loss) | 216,780 | (12 | ) | 216,768 | (84,708 | ) | (61 | ) | (84,769 | ) | |||||||||||
Income (loss) before taxes | 315,042 | (268 | ) | 314,774 | (11,895 | ) | 21,273 | 9,378 | |||||||||||||
Loss (income) attributable to non-controlling interests | 53 | — | 53 | (67 | ) | (6,421 | ) | (6,488 | ) | ||||||||||||
Economic net income (loss)4 |
|
$ |
315,095 |
|
$ |
(268 |
) |
$ |
314,827 |
|
$ |
(11,962 |
) |
$ |
14,852 |
|
$ |
2,890 | |||
Assets under management |
|
$ |
37,525,100 |
|
$ |
13,266,900 |
|
$ |
50,792,000 |
|
$ |
47,642,000 |
|
$ |
13,143,100 |
|
$ |
60,785,100 | |||
Private equity dollars invested |
|
$ |
580,900 |
|
$ |
— |
|
|
$ |
580,900 |
|
$ |
2,564,200 |
|
$ |
— |
|
$ |
2,564,200 | ||
Remaining unused commitments |
|
$ |
14,695,766 |
|
$ |
— |
|
14,695,766 |
|
$ |
16,001,538 |
|
$ |
— |
|
$ |
16,001,538 |
1 The reportable segments selected financial data is historical financial information for the periods presented and does not include any pro forma adjustments relating to the business combination. The historical financial information presented does not include all adjustments necessary for a presentation of the combined financial results of KKR Group in accordance with GAAP. |
2 KKR Group’s private markets segment is comprised of its global private equity and infrastructure businesses, which manage and sponsor a group of investment funds and co-investment vehicles that invest capital for long-term appreciation, either through controlling ownership of a company or strategic minority positions, in global private equity and infrastructure assets. These funds build on KKR Group’s sourcing advantage and the strong industry knowledge, operation expertise and regulatory and stakeholder management skills of KKR Group’s professionals, operating consultants and senior advisors to identify attractive investment opportunities and create and realize value for investors. These funds are managed by Kohlberg Kravis Roberts & Co. L.P. and currently consist of a number of private equity funds that have a finite life and investment period and KPE. |
3 KKR Group’s public markets segment is comprised of KKR’s fixed income and mezzanine finance businesses, as well as other businesses that invest primarily in publicly traded securities. Through these businesses, KKR manages a number of investment funds, structured finance vehicles and separately managed accounts that invest primarily in bank loans, high yield securities, distressed and rescue financings, private debt investments and mezzanine instruments. These businesses are managed by subsidiaries of Kohlberg Kravis Roberts & Co. (Fixed Income) LLC, specifically KKR Financial Advisors LLC, KKR Strategic Capital Management, L.L.C., and KKR FI Advisors LLC. |
4 ENI and FRE are key performance measures used by management. ENI is a measure of profitability for KKR Group’s reportable segments and represents income before taxes less net income attributable to non-controlling interests in the KKR funds and certain non-cash amortization charges. FRE represents income before taxes adjusted to: (i) exclude the expenses of consolidated funds; (ii) include management fees earned from consolidated funds that were eliminated in consolidation; (iii) exclude investment income; (iv) exclude amortization of intangibles assets; and (v) exclude net income attributable to non-controlling interests in the KKR funds. These measures are used by management for KKR Group’s segments in making resource deployment and other operational decisions. |
Contacts
Investor :
KKR KPE LLC
Laurie Poggi, +1-212-659-2026
or
Media:
Kohlberg Kravis Roberts & Co.
Peter McKillop
Kristi Huller
+1-212-750-8300
media@kkr.com