SEC Comment Letter for KKR & Co. (KKR) — Dec 2, 2015
KKR & Co. Inc.
Date: Dec. 2, 2015 · CIK: 0001404912 · Accession: 0000000000-15-056179
AI Filing Summary & Sentiment
File numbers found in text: 333-208019
Letter
Mail Stop 4720 December 2, 2015 David J. Sorkin General Counsel KKR & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019
Re: KKR & Co. L.P. Registration Statement on Form S-3 Filed November 13 , 2015 File No. 333-208019
Dear Mr. Sorkin :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments.
Cover Page
1. We note your disclosure on page 42 that the common units to be registered under the registration statement are subject to a three -year restriction on transfer. Please include this information as part of your cover page disclosure or provide us with an analysis as to why you believe this information is not material.
David J. Sorkin KKR & Co. L.P. December 2, 2015 Page 2
Material U.S. Federal Tax Considerations, page 25
2. To the extent that counsel elects to provide a short form opinion, the opinion and the tax disclosure in the prospectus both must state clearly that the disclosure in the tax consequences section of the prospectus is the opinion of counsel, and the disclos ure must clearly identify and articulate the opinion being rendered. Please revise your prospectus accordingly. Refer to Section III.B.2 of Staff Legal Bulletin No. 19, which is available on our website.
We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts rel ating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested eff ective date of the registration statement.
David J. Sorkin KKR & Co. L.P. December 2, 2015 Page 3
Please contact Josh Samples, Staff Attorney, at (202) 551 -3199 or me at (202) 551 -3391 with any other questions.
Sincerely,
/s/ Erin E. Martin
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Mail Stop 4720 December 2, 2015 David J. Sorkin General Counsel KKR & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019 Re: KKR & Co. L.P. Registration Statement on Form S-3 Filed November 13 , 2015 File No. 333-208019 Dear Mr. Sorkin : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments. Cover Page 1. We note your disclosure on page 42 that the common units to be registered under the registration statement are subject to a three -year restriction on transfer. Please include this information as part of your cover page disclosure or provide us with an analysis as to why you believe this information is not material. David J. Sorkin KKR & Co. L.P. December 2, 2015 Page 2 Material U.S. Federal Tax Considerations, page 25 2. To the extent that counsel elects to provide a short form opinion, the opinion and the tax disclosure in the prospectus both must state clearly that the disclosure in the tax consequences section of the prospectus is the opinion of counsel, and the disclos ure must clearly identify and articulate the opinion being rendered. Please revise your prospectus accordingly. Refer to Section III.B.2 of Staff Legal Bulletin No. 19, which is available on our website. We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts rel ating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested eff ective date of the registration statement. David J. Sorkin KKR & Co. L.P. December 2, 2015 Page 3 Please contact Josh Samples, Staff Attorney, at (202) 551 -3199 or me at (202) 551 -3391 with any other questions. Sincerely, /s/ Erin E. Martin Erin E. Martin Special Counsel Office of Financial Services cc: Christopher Lee KKR & Co. L.P. Mark Hayek Fried, Frank, Harris, Shriver & Jacobson LLP