Ogier advises on KKR Business Combination Transaction

Ogier has advised on a transaction to combine the businesses of KKR & Co. L.P. (collectively with certain affiliates, “KKR”) and KKR Private Equity Investors, L.P. (“KPE”), which has been renamed KKR & Co. (Guernsey) L.P., (“KKR Guernsey”), a Guernsey closed-ended fund quoted on Euronext (previously under the ticker “KPE”, now using the ticker “KKR”).

The terms of the transaction were revised from those set out in the purchase and sale agreement dated 27 July 2008. Although there was no applicable legal, regulatory or other requirement that required the consent of the holders of KPE’s units to complete the transaction, based on the extraordinary nature of the transaction, KKR and KPE’s general partner agreed that the consent of KPE unitholders representing at least a majority of the KPE units (excluding KPE units whose consent rights were controlled by KKR or its affiliates). In the transaction, KPE received interests representing 30% of the outstanding equity in the combined business, and the balance of the equity remains with KKR’s owners and employees. Following the transaction, KKR and KKR Guernsey have the right to require that the other use its reasonable best efforts to cause interests in the combined business to be listed and traded on the New York Stock Exchange or The NASDAQ Stock Market at a future date.

Ogier advised the independent directors of KPE’s general partner, KKR Guernsey GP Limited. The board of the general partner comprises three independent directors and two directors, Mr Kravis and Mr Roberts who co-founded KKR. Accordingly, the transaction required the separate consent of the independent directors.

The Ogier team was led by Roger Le Tissier, of the firm’s Guernsey office, assisted by managing associate Andy Lowe, senior associate Bryon Rees and associate Rachael Sanders.