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KKR Private Equity Investors Reports Its Financial Results for the Second Quarter Ended June 30, 2009

2009-08-25 10:50
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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
Investments, L.P., at fair value

$ 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
outstanding of 204,902,226)

$ 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
and foreign currency allocated from the Investment Partnership:

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
assets resulting from operations to cash and cash
equivalents provided by operating activities:

Net investment loss allocated from KKR PEI Investments, L.P. 24,115 36,863

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

(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 %

 

 

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
Committed
by General
Partner

  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
Markets3

  Total Reportable Segments

Private Markets2

Public
Markets3

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.
 

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