UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2023
KKR Infrastructure Conglomerate LLC
(Exact name of registrant as specified in its charter)
Delaware
| 000-56484
| 92-0477563
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
30 Hudson Yards, New York, NY |
| 10001
|
| (Address of principal executive offices) |
| (Zip Code) |
(212) 750-8300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 27, 2023, KKR Infrastructure Conglomerate LLC (the “Company”) entered into a Dealer-Manager Agreement (the “Dealer-Manager Agreement”) with KKR Capital Markets LLC (the “Dealer-Manager”).
Pursuant to the Dealer-Manager Agreement, the Dealer-Manager will solicit sales of the Company’s shares authorized for issue in accordance with the Company’s confidential Private Placement Memorandum (the “PPM”) and will provide certain administrative and shareholder services to the Company, subject to the terms and conditions set forth in the Dealer-Manager Agreement. The Dealer-Manager will receive certain front-end sales charges, distribution fees, servicing fees and certain other fees as described in the PPM.
Each of the Dealer-Manager and KKR Group Assets Holdings III L.P., the Company’s sole member, is an indirect subsidiary of KKR & Co. Inc.
The foregoing summary description of the Dealer-Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the Dealer-Manager Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
On April 28, 2023, the Board of Directors of the Company adopted a revised share repurchase plan (the “Share Repurchase Plan”) to, among other things, incorporate Class R-D Shares in the Share Repurchase Plan, amend the frequency of share repurchases thereunder from monthly to quarterly and add an early repurchase fee applicable to certain shares repurchased within 24 months of their original issue date.
The foregoing summary description of the Share Repurchase Plan does not purport to be complete and is qualified in its entirety by reference to the Share Repurchase Plan, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
Exhibit
No. |
| Description |
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|
|
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| Dealer-Manager Agreement |
| | | |
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| Share Repurchase Plan |
| | | |
| 104 | | Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | KKR Infrastructure Conglomerate LLC |
| |
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| By: | |
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| Name: | Jason Carss |
| |
| Title: | General Counsel & Secretary |
| |
| Date: | May 3, 2023 |
