FORM S−1 KKR Co

FORM S−1 KKR Co. L.P. − N/A Filed: July 03, 2007 (period: ) General form of registration statement: Initial statement Table of Contents PART I INFORMATION REQUIRED IN PROSPECTUS SUMMARY RISK FACTORS USE OF PROCEEDS CAPITALIZATION UNAUDITED PRO FORMA FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS Properties MANAGEMENT Executive Compensation UNDERWRITING LEGAL MATTERS EXPERTS INDEX TO FINANCIAL STATEMENTS PART II ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. ITEM 17. UNDERTAKINGS (a)The undersigned Registrant hereby undertakes to provide to the underwriters SIGNATURES Signature EX−3.1 (EXHIBIT 3.1) EX−3.3 (EXHIBIT 3.3) EX−23.1 (EXHIBIT 23.1) QuickLinks −− Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on July 3, 2007. Registration No. 333− SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S−1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KKR & CO. L.P. (Exact name of Registrant as specified in its charter) Delaware 6282 26−0426107 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 9 West 57th Street, Suite 4200 New York, NY 10019 Telephone: (212) 750−8300 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) William J. Janetschek Chief Financial Officer KKR & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019 Telephone: (212) 750−8300 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Joseph H. Kaufman, Esq. Richard D. Truesdell, Jr., Esq. Simpson Thacher & Bartlett LLP Davis Polk & Wardwell 425 Lexington Avenue 450 Lexington Avenue New York, New York 10017−3954 New York, New York 10017 Telephone: (212) 455−2000 Telephone: (212) 450−4000 Facsimile: (212) 455−2502 Facsimile: (212) 450−4800 Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this form is a post−effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this form is a post−effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o CALCULATION OF REGISTRATION FEE Proposed Maximum Title Of Each Class Aggregate Offering Amount of Of Securities To Be Registered Price(1)(2) Registration Fee Common Units Representing Limited Partner Interests $1,250,000,000 $38,375 (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Source: KKR & Co. L.P., S−1, July 03, 2007 Includes units subject to the underwriters' option to purchase additional common units. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Source: KKR & Co. L.P., S−1, July 03, 2007 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 3, 2007 PRELIMINARY PROSPECTUS Common Units Representing Limited Partner Interests This is the initial public offering of our common units, which represent limited partner interests in our partnership. We are selling all of the common units in this offering. None of our existing owners is selling any common units or will otherwise receive any of the net proceeds from this offering. Prior to this offering, there has been no public market for our common units. We expect the public offering price will be between $ and $ per common unit. We intend to list our common units on the New York Stock Exchange under the symbol "KKR." We are managed by a general partner and do not have our own directors or officers. Unlike the holders of common stock in a corporation, our unitholders will have only limited voting rights and will have no right to elect or remove our general partner or its directors. In addition, immediately following this offering, our principals will generally have sufficient voting power to determine the outcome of any matters that may be submitted for a vote of our unitholders. Investing in our common units involves a high degree of risk. See "Risk Factors" beginning on page 26 of this prospectus. Per Common Unit Total Initial public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to us $ $ To the extent that the underwriters sell more than common units, the underwriters have the option to purchase up to an additional common units from us at the initial public offering price less the underwriting discount. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the common units to purchasers on or about , 2007. Morgan Stanley Citi The date of this prospectus is , 2007. Source: KKR & Co. L.P., S−1, July 03, 2007 Source: KKR & Co. L.P., S−1, July 03, 2007 TABLE OF CONTENTS Page Summary 1 Risk Factors 26 Use of Proceeds 53 Distribution Policy 54 Capitalization 56 Dilution 57 Organizational Structure 58 Unaudited Pro Forma Financial Information 64 Selected Historical Financial and Other Data 76 Management's Discussion and Analysis of Financial Condition and Results of Operations 77 Private Equity Valuations and Related Data 112 Industry 114 Business 121 Management 155 Security Ownership 160 Certain Relationships and Related Party Transactions 161 Conflicts of Interest and Fiduciary Responsibilities 166 Description of Our Common Units 172 Description of Our Limited Partnership Agreement 173 Common Units Eligible for Future Sale 183 Material U.S. Federal Tax Considerations 185 Underwriting 200 Legal Matters 204 Experts 204 Where You Can Find More Information 204 Index to Financial Statements F−1 Appendix A: Form of Amended and Restated Limited Partnership Agreement A−1 You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. We and the underwriters are offering to sell, and seeking offers to buy, our common units only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common units. We have prepared this prospectus using a number of conventions, which you should consider when reading the information contained herein. Unless the context suggests otherwise, references in this prospectus to "KKR," "we," "us," "our" and "our partnership" refer: • prior to our reorganization into a holding company structure, to the KKR Group, which comprises certain consolidated and combined entities under the common control of our senior principals, and under the common ownership of our principals and certain other individuals who have been involved in our business, whom we refer to collectively as our "existing owners," and • after our reorganization into a holding company structure, to KKR & Co. L.P. and its consolidated subsidiaries, which will continue to be under the common control of our senior principals. i Source: KKR & Co. L.P., S−1, July 03, 2007 References in this prospectus to our (i) "principals" are to our senior investment and other professionals who hold interests in our Group Partnerships and (ii) "senior principals" are to those identified as senior principals in "Business—Employees." References in this prospectus to our "traditional private equity funds" are to our private equity funds other than KKR Private Equity Investors (our private equity−oriented permanent capital fund).

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