KKR & Co. Inc. (NYSE:KKR) entered into the Share Purchase Agreement to acquire 25% stake in Northumbrian Water Group Limited (NWG) from CK Infrastructure Holdings Limited (SEHK:1038), CK Asset Holdings Limited (SEHK:1113) and CK Hutchison Holdings Limited (SEHK:1) for approximately £870 million on July 14, 2022. The Consideration for the Investment Shares shall be an amount in cash equal to the sum of: (i) the Base Consideration, being £867 million (equivalent to approximately HKD 8,072.8 million); plus (ii) an amount equal to the interest that would have accrued if interest had been charged at a rate of 5.00% per annum on the Base Consideration for the Interest Period, accruing daily (on a 365 days-count basis); less (iii) an amount equal to 25% of the Known Leakage Amount (if any); plus (iv) in the event that Closing occurs on or after 12 January 2023, £200,000 (equivalent to approximately HKD 1.9 million).

Upon the completion of the acquisition, NWG will be owned as to 15%, 30%, 30% and 25% by CK Asset, CK Infrastructure, CK Hutchison and KKR respectively. The sale and purchase of the Investment Shares is conditional upon satisfaction of the following Conditions, or their satisfaction subject only to Closing: the UK Financial Conduct Authority giving its approval, the consent (or no objection) by the Isle of Man Financial Services Authority to KKR and the approval of the KKR Investment by the Antitrust Authority or expiration of the waiting period under the South Korean Monopoly Regulation and Fair Trade Act. Closing shall take place following the fulfilment (or waiver) of the Conditions in accordance with the terms of the Share Purchase Agreement, provided that if the fulfilment (or waiver) of the Conditions is notified to the parties on or prior to 31 August 2022, Closing shall occur on 30 September 2022, and if the fulfilment (or waiver) of the Conditions is notified to the parties on or following 1 September 2022, Closing shall occur on the later of the twentieth business day following such notification and 11 October 2022.

Transaction is expected to close later in 2022. Brogi, Alice of Gibson, Dunn & Crutcher LLP acted as legal advisor to KKR & Co. Inc. (NYSE:KKR).

DWPF provided model audit advice to KKR.