The KKR Settlement May Be Smaller Than It Seems

The SEC said on Monday that it had charged KKR with misallocating more than $17 million in what it referred to as “broken deal” expenses. This was against KKR’s flagship private equity funds in breach of its fiduciary duty.

So, to what exactly does this translate?

First off, KKR did not have to admit nor deny the SEC’s findings. That is often the case when it comes to settlements like this.

KKR said that it has agreed to pay nearly $30 million to settle the charges, which includes a $10 million penalty. The enforcement action is on the heels of the SEC’s review of the private equity industry in general, in an effort to make sure that fund managers are not misallocating or unfairly charging fees and expenses to investors.

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This SEC investigation showed that KKR incurred $338 million in broken deal or diligence expenses related to unsuccessful buyout opportunities and similar expenses. The problem is that this was during a six-year period, and that period ended in 2011. The SEC release said:

Even though KKR’s co-investors, including KKR executives, participated in the firm’s private equity transactions and benefited from the firm’s deal sourcing efforts, KKR did not allocate any portion of these broken deal expenses to any of them for years. KKR did not expressly disclose in its fund limited partnership agreements or related offering materials that it did not allocate broken deal expenses to the co-investors.

It may sound impressive that this was the first such SEC case to charge a private equity adviser with misallocating broken deal expenses. It also may sound impressive that some $30 million was netted on the settlement.

The SEC further said that KKR raised billions of dollars of deal capital from its co-investors, and then unfairly required the funds “to shoulder the cost for nearly all of the expenses incurred to explore potential investment opportunities that were pursued but ultimately not completed.”

KKR agreed to pay more than $14 million in disgorgement, with $3.26 million previously refunded to clients, as well as more than $4.5 million in prejudgment interest and the $10 million penalty.

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So, why does this really feel like small potatoes here?

First off, this goes back to a period of six years that ended in 2011. That means that it encompasses the private equity bubble and then the Great Recession. It seemingly would be incredibly easy to say to clients that things fell through the cracks back then. Also, if you break this out on an annualized basis, that $30 million translates to a $5 million per year figure — and less if you back out some items. Lastly, this sum of $30 million is versus $792 million in 2014 revenue, when KKR’s operating loss was $1.4 billion but with net income of $477 million.

This seems like a big number on the surface, but when spread out it just isn’t that much. KKR has a $10 billion market cap, and its cash and cash equivalents was listed as almost $2.7 billion at the end of March.