KKR Agrees to Pay Record $250M Penalty for Serial Violations of Federal Premerger Review Law

The Justice Department filed a proposed settlement today requiring KKR & Co. GP LLC to pay a civil penalty of $250,000,000 to resolve allegations that KKR repeatedly flouted the premerger antitrust review process. The United States' Complaint alleged KKR evaded antitrust scrutiny for at least 16 separate transactions by failing to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).

"This historic $250 million civil penalty - more than 20 times any prior HSR penalty obtained by the DOJ - sends a powerful message: the Department is committed to vigorous enforcement of the Act," said Associate Attorney General Stanley E. Woodward Jr. "The Act's requirements protect competition by giving the Justice Department an opportunity to investigate potentially unlawful transactions. Companies that disregard their legal obligations will face serious consequences."

The HSR Act requires parties to a merger, acquisition, or other transaction above a certain size to submit a premerger filing to the Department of Justice's Antitrust Division and the Federal Trade Commission to facilitate the agencies' enforcement of Section 7 of the Clayton Act, which prohibits mergers and acquisitions that threaten to harm competition. As a sophisticated private equity firm in the business of buying and selling companies, KKR is familiar with the HSR Act and its requirements. Since 2021, KKR was required to make more than 100 premerger filings under the HSR Act.

The Division's Complaint alleged that in 2021-2022, KKR failed to make complete and accurate premerger filings for at least 16 transactions. Specifically, KKR violated the HSR Act by altering documents in HSR filings for at least eight of those transactions, failing to make any HSR filing for at least two of those transactions, and systematically omitting required documents in HSR filings for at least 10 of those transactions.

The HSR Act authorizes civil penalties for violations of the Act at more than $50,000 per day per violation. The proposed $250 million penalty is the largest civil penalty ever assessed for violating the HSR Act.

KKR is a global investment firm headquartered in New York, New York. It is one of the world's largest investment firms with over $744 billion in total assets under management.

Note: See the Proposed Final Judgment here, the Stipulation and Order here, and the Explanation of Procedures here.