The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
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0001780586 |
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Name of Issuer | ||||||||||||||||
KKR Dislocation Opportunities (Domestic) Fund L.P. | ||||||||||||||||
Jurisdiction of Incorporation/Organization | ||||||||||||||||
CAYMAN ISLANDS | ||||||||||||||||
Year of Incorporation/Organization | ||||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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KKR Dislocation Opportunities (Domestic) Fund L.P. | |||
Street Address 1 | Street Address 2 | ||
POB 309, UGLAND HOUSE | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
GRAND CAYMAN | CAYMAN ISLANDS | KY1-1104 | 212-750-8300 |
3. Related Persons
Last Name | First Name | Middle Name |
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KKR Associates Dislocation Opportunities SCSp | - | |
Street Address 1 | Street Address 2 | |
2, rue Edward Steichen | ||
City | State/Province/Country | ZIP/PostalCode |
Luxembourg | LUXEMBOURG | L-2540 |
Relationship: | Executive Officer | Director | X | Promoter |
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Clarification of Response (if Necessary):
General Partner of the IssuerLast Name | First Name | Middle Name |
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Van Horn | Jeffrey | B. |
Street Address 1 | Street Address 2 | |
555 California Street | 50th Floor | |
City | State/Province/Country | ZIP/PostalCode |
San Francisco | CALIFORNIA | 94104 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of KKR Dislocation Opportunities Limited (Member of the GP of the GP of the Issuer)Last Name | First Name | Middle Name |
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O'Neill | Daniel | |
Street Address 1 | Street Address 2 | |
555 California Street | 50th Floor | |
City | State/Province/Country | ZIP/PostalCode |
San Francisco | CALIFORNIA | 94104 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of KKR Dislocation Opportunities Limited (Member of the GP of the GP of the Issuer)Last Name | First Name | Middle Name |
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Greenhill | Noah | |
Street Address 1 | Street Address 2 | |
9 West 57th Street | Suite 4200 | |
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10019 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Vice President of KKR Dislocation Opportunities Limited (Member of the GP of the GP of the Issuer)Last Name | First Name | Middle Name |
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Smith | Jeffrey | M. |
Street Address 1 | Street Address 2 | |
555 California Street | 50th Floor | |
City | State/Province/Country | ZIP/PostalCode |
San Francisco | CALIFORNIA | 94104 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Vice President of KKR Dislocation Opportunities Limited (Member of the GP of the GP of the Issuer)Last Name | First Name | Middle Name |
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Nowak | Adam | |
Street Address 1 | Street Address 2 | |
555 California Street | 50th Floor | |
City | State/Province/Country | ZIP/PostalCode |
San Francisco | CALIFORNIA | 94104 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Vice President of KKR Dislocation Opportunities Limited (Member of the GP of the GP of the Issuer)4. Industry Group
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range | ||
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No Revenues | No Aggregate Net Asset Value | |||
$1 - $1,000,000 | $1 - $5,000,000 | |||
$1,000,001 - $5,000,000 | $5,000,001 - $25,000,000 | |||
$5,000,001 - $25,000,000 | $25,000,001 - $50,000,000 | |||
$25,000,001 - $100,000,000 | $50,000,001 - $100,000,000 | |||
Over $100,000,000 | Over $100,000,000 | |||
X | Decline to Disclose | Decline to Disclose | ||
Not Applicable | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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Rule 504 (b)(1)(i) | |||
Rule 504 (b)(1)(ii) | |||
Rule 504 (b)(1)(iii) | |||
X | Rule 506(b) | ||
Rule 506(c) | |||
Securities Act Section 4(a)(5) |
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7. Type of Filing
New Notice | Date of First Sale | 2019-06-28 | First Sale Yet to Occur | ||||||
X | Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
Equity | X | Pooled Investment Fund Interests | |
Debt | Tenant-in-Common Securities | ||
Option, Warrant or Other Right to Acquire Another Security | Mineral Property Securities | ||
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | Other (describe) | ||
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor | $100,000 | USD |
12. Sales Compensation
Recipient |
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Morgan Stanley Smith Barney LLC | 149777 | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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2000 WESTCHESTER AVE | |||||||
City | State/Province/Country | ZIP/Postal Code | |||||
PURCHASE | NEW YORK | 10577-2530 | |||||
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Recipient |
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Odyssey Capital Group, Inc. | 160212 | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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900 WEST VALLEY ROAD | SUITE 1000 | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
WAYNE | PENNSYLVANIA | 19087 | |||||
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Recipient |
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Brookvine Pty Limited | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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60 MONCUR STREET | SUITE 2 | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
WOOLLAHRA | AUSTRALIA | NSW 2025 | |||||
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Recipient |
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OCP Fund Management LP | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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BROOKFIELD PLACE | 181 BAY STREET, SUITE 4200 | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
TORONTO | ONTARIO, CANADA | M5J2T3 | |||||
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Recipient |
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IBK Securities Co., Ltd | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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SAMDUK BLDG. 11 | GUKJEGEUMYUNG-RO 6-GIL | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
SEOUL | KOREA, REPUBLIC OF | 07330 | |||||
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13. Offering and Sales Amounts
Total Offering Amount | USD |
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Total Amount Sold | $1,804,538,867 | USD | ||||
Total Remaining to be Sold | USD |
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Clarification of Response (if Necessary):
The Total Amount Sold is for the Issuer only. Total Amount Sold for the Issuer and its parallel funds is $2,790,090,000.14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. | |||
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions | $14,652,518 | USD |
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Finders' Fees | $0 | USD |
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Clarification of Response (if Necessary):
The amount of sales commission is estimated for the Issuer and its parallel funds.16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$0 | USD |
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Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer | Signature | Name of Signer | Title | Date |
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KKR Dislocation Opportunities (Domestic) Fund L.P. | /s/ Daniel O'Neill | Daniel O'Neill | VP of the Member of the GP of the GP of the Issuer | 2020-05-28 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.