Related Party Transactions | Related Party Transactions Management Agreement On July 27, 2023, the Company entered into a management agreem ent with the Manager, which was further amended on May 30, 2024 (“Management Agreement”). Pursuant to the Management Agreement, the Manager is responsible for sourcing, evaluating and monitoring the Company’s acquisition opportunities and making recommendations to the Company’s executive committee related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s objectives, guidelines, policies and limitations, subject to oversight by the Board. Pursuant to the Management Agreement, the Manager is entitled to receive a management fee (the “Management Fee”) from the Company in an amount equal to (i) 1.25% per annum of the month-end Net Asset Value (“NAV”) attributable to Class S Shares, Class D Shares, Class U Shares and Class I Shares and (ii) 1.00% per annum of the month-end NAV for a 60-month period following August 1, 2023 (the “Initial Offering”) attributable to Class R-S Shares, Class R-D Shares, Class R-U Shares and Class R-I Shares (provided that for Class R-S Shares, Class R-U Shares and Class R-I Shares, such shares are purchased by an investor as part of an intermediary’s direct or indirect aggregate subscription for at least $100,000 in Shares and shares of any class of KKR Private Markets Equity Fund SICAV SA, a multi-compartment Luxembourg investment company with variable capital, and KKR Private Markets Equity Fund (Master) FCP, a Luxembourg mutual fund (together, with any parallel vehicles formed to invest alongside the aforementioned entities and that are direct or indirect parent companies of K-PRIME Aggregator L.P., “K-PRIME”) during the 18-month period following the Initial Offering) and 1.25% per annum of the month-end NAV attributable to Class R-S Shares, Class R-D Shares, Class R-U Shares and Class R-I Shares after the 60-month period following the Initial Offering, each before giving effect to accruals for the Management Fee, the Distribution Fee (as defined herein), the Servicing Fee (as defined herein), the Performance Participation Allocation (as defined herein), share repurchases for that month, any distributions and without taking into account any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which the Company indirectly acquires and holds a portfolio company, as determined in the good faith judgment of the Manager. Such Management Fee is calculated based on the Company’s transactional net asset value (“Transactional Net Asset Value”), which is used to determine the price at which the Company sells and repurchases its Shares. KKR or its affiliates (and in the case of directors’ fees, KKR executives) are expected to be paid transaction fees and monitoring fees in connection with the acquisition, ownership, control and exit of portfolio companies, and KKR or its affiliates are expected to be entitled to receive “break-up” or similar fees in connection with unconsummated transactions (“Other Fees”). The Management Fee payable in any monthly period is subject to reduction, but not below zero, by an amount equal to any Other Fees allocable to Investor Shares pursuant to the terms of the Management Agreement. The Manager, in its sole discretion, may forgo reimbursement by the Company of certain expenses incurred by the Manager or its affiliates (other than the Company and its subsidiaries) on behalf of the Company in each calendar month to the extent there remains any Other Fees that are not used to offset the Management Fee. Any Other Fees used to offset such expenses will not be applied again to offset future Management Fees. For the three and nine months ended September 30, 2024, the Manager earned $8,338 and $16,959 in gross Management Fees, respectively. For both the three and nine months ended September 30, 2023, the Manager earned $459 in Management Fees. For the three and nine months ended September 30, 2024, the Company offset Management fees and certain operating expenses of $8,338 and $18,333, respectively. As of September 30, 2024 and December 31, 2023, there were unapplied credits of $24,735 and $12,403, respectively, to be carried forward that relate to Other Fees earned. As of September 30, 2024 and December 31, 2023, the Company did not owe a net Management Fee to the Manager. Pursuant to the Management Agreement, such amounts earned may be offset by the Manager against amounts due to the Company from the Manager. Performance Participation Allocation Under the limited liability company agreement of the Company (as amended, the “LLC Agreement”), for as long as the Management Agreement has not been terminated, the Class H Member (as defined in the LLC Agreement) may receive a Performance Participation Allocation from the Company. KKR is allocated a “Performance Participation Allocation” equal to 15.0% of the Total Return attributable to Investor Shares subject to a 5.0% annual Hurdle Amount and a High Water Mark, with a 100% Catch-Up (each as defined in the LLC Agreement). Such allocation will be measured and allocated or paid annually and accrued monthly (subject to pro-rating for partial periods). KKR may elect to receive the Performance Participation Allocation in cash and/or Class F Shares. Specifically, promptly following the end of each Reference Period (and at other times as described below), KKR is allocated a Performance Participation Allocation in an amount equal to: • First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (as defined in the LLC Agreement) (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to KKR equals 15.0% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to KKR pursuant to this clause (any such amount, the “Catch-Up”); and • Second, to the extent there are remaining Excess Profits, 15.0% of such remaining Excess Profits. KKR will also be allocated a Performance Participation Allocation with respect to all Investor Shares that are repurchased in connection with repurchases of Shares in an amount calculated as described above with the relevant period being the portion of the Reference Period (which is the applicable year beginning on October 1 and ending on September 30 of the next succeeding year, with the initial Reference Period being the period from August 1, 2023 to September 30, 2024) for which such Shares were outstanding, and proceeds for any such Share repurchases will be reduced by the amount of any such Performance Participation Allocation. Such Performance Participation Allocation is calculated based on the Transactional Net Asset Value. If the Performance Participation Allocation is paid in Class F Shares, such Shares may be repurchased at KKR’s request and are subject to the repurchase limitations of our share repurchase plan. A Performance Participation Allocation accrual of $54,396 and $1,508 was recorded as of September 30, 2024 and December 31, 2023, respectively, in the Consolidated Statements of Assets and Liabilities. During the three and nine months ended September 30, 2024, the Company recognized a Performance Participation Allocation of $31,406 and $52,896, respectively, in the Consolidated Statements of Operations. During both the three and nine months ended September 30, 2023, the Company recognized a Performance Participation Allocation of $1,300 in the Consolidated Statements of Operations. During the three and nine months ended September 30, 2024, the Company issued 236 and 284 Class F Shares to the Class H Member totaling $7 and $8, respectively, with respect to the Performance Participation Allocation resulting from repurchases of Investor Shares by the Company during the nine months ended September 30, 2024. Dealer-Manager Agreement On July 27, 2023, the Company entered into a Dealer-Manager Agreement (as amended from time to time, the “Dealer-Manager Agreement”) with KKR Capital Markets LLC (the “Dealer Manager”). Pursuant to the Dealer-Manager Agreement, the Dealer Manager solicits sales of the Company’s Shares authorized for issue in accordance with the Company’s confidential Private Placement Memorandum (the “PPM”) and provides certain administrative and shareholder services to the Company, subject to the terms and conditions set forth in the Dealer-Manager Agreement. The Dealer Manager receives certain front-end sales charges, Distribution Fees, Servicing Fees and certain other fees as described in the PPM. Distribution Fees and Servicing Fees The Company will pay KKR Capital Markets LLC ongoing distribution and servicing fees (a) of 0.85% of NAV per annum for Class S Shares, Class U Shares, Class R-S Shares and Class R-U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), accrued and payable monthly and (b) of 0.25% for Class D Shares and Class R-D Shares only (all of which constitutes payment for shareholder services, with no payment for distribution services) in each case as accrued, and payable mo nthly. Such Distribution Fee and Servicing Fee are calculated based on the Transactional Net Asset Value. None of the Class I Shares, Class R-I Shares, Class E Shares, Class F Shares, Class G Shares or Class H Shares incur the Distribution Fee or the Servicing Fee. The Dealer Manager (defined below) generally expects to reallow the Distribution Fee and the Servicing Fee to participating broker dealers or other intermediaries. The Company may also pay for certain sub-transfer agency, platform, sub-accounting and administrative services outside of the Distribution Fee and the Servicing Fee. Under GAAP, the Company accrues the cost of the Servicing Fees and Distribution Fees, as applicable, for the estimated life of the shares as an offering cost at the time the Company sells Class S Shares, Class U Shares, Class D Shares, Class R-S Shares, Class R-U Shares and Class R-D Shares. As of September 30, 2024 and December 31, 2023 , the Company has accrued $142,893 and $40,309, respectively, of Servicing Fees and Distribution Fees payable to the Dealer Manager (as defined below) related to Class R-U Shares, Class R-D Shares and Class U Shares sold. Expense Limitation and Reimbursement Agreement On December 6, 2022, the Company entered into an Expense Limitation and Reimbursement Agreement, which was further amended on May 10, 2024 (the “Expense Limitation Agreement”), with the Manager. Pursuant to the Expense Limitation Agreement, the Manager will forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company, to the extent necessary so that, for any fiscal year, the Company’s annual Specified Expenses (as defined below) do not exceed 0.60% of the Company’s net assets as of the end of each calendar month. “Specified Expenses” is defined to include all expenses incurred in the business of the Company, including organizational and offering costs, with the exception of (i) the management fee, (ii) the Performance Participation Allocation, (iii) the Servicing Fee, (iv) the Distribution Fee, (v) portfolio company level expenses, (vi) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, (vii) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (viii) taxes, (ix) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees and officers of the Company), (x) certain insurance costs and (xi) extraordinary expenses (as determined in the sole discretion of the Manager). The Expense Limitation Agreement remains in effect through and including June 30, 2025, but may be renewed by the mutual agreement of the Manager and the Company for successive terms. Under the Expense Limitation Agreement, the Company has agreed to carry forward the amount of the foregone management fees and/or expenses paid, absorbed or reimbursed by the Manager for a period not to exceed three years from the end of the month in which the Manager waived or reimbursed such fees or expenses and to reimburse the Manager for such fees or expenses in accordance with the Expense Limitation Agreement. For the nine months ended September 30, 2024, the Manager agreed to reimburse expenses of $3,170 incurred by the Company pursuant to the Expense Limitation Agreement. For the three and nine months ended September 30, 2023, the Manager agreed to reimburse expenses of $3,269 and $7,045 incurred by the Company, pursuant to the Expense Limitation Agreement. The amounts are subject to recoupment within a three year period. No such expenses were agreed to be reimbursed by the Manager pursuant to the Expense Limitation Agreement for the three months ended September 30, 2024. For both the three and nine months ended September 30, 2024, the Manager recouped expenses of $1,303 incurred by the Company, pursuant to the Expense Limitation Agreement. No such expenses were recouped during the three and nine months ended September 30, 2023. As of December 31, 2023, the Company recorded $13,451 as Due from Manager Due to Manager The following table reflects the amounts subject to recoupment pursuant to the Expense Limitation Agreement and the expiration for future possible recoupments by the Manager as of September 30, 2024: Three Months Ended Amount Last Expiration Date December 31, 2022 $ 2,332 December 31, 2025 March 31, 2023 1,838 March 31, 2026 June 30, 2023 1,938 June 30, 2026 September 30, 2023 3,269 September 30, 2026 December 31, 2023 2,771 December 31, 2026 March 31, 2024 2,211 March 31, 2027 June 30, 2024 959 June 30, 2027 Total $ 15,318 As of September 30, 2024, management believed that it was not probable for the Company to be required to reimburse the expenses waived by the Manager. Acquisition of Interests in Portfolio Companies During the three and nine months ended September 30, 2023, the Company issued Class E Shares of the Company to KKR Alternative Assets LLC, an indirect subsidiary of KKR, for aggregate consideration of $107,863 in exchange for the contribution to the Company of ownership interests in five portfolio companies. No such shares were issued during the three and nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company purchased interests in portfolio companies from an investment vehicle that is managed by an affiliate of the Manager for $348,432 and recorded unrealized appreciation of $33,046 in connection with the investments acquired. Class H Shares Issuance On July 27, 2023, the Company issued to K-PRIME GP LLC, an indirect subsidiary of KKR, a total of 40 Class H Shares of the Company at $25.00 per Class H Share for aggregate consideration of $1. Line of Credit On December 20, 2023, certain wholly-owned subsidiaries of the Company, as may be added and removed from time to time (the “Borrowers”), entered into an unsecured, uncommitted line of credit, which was further amended on March 21, 2024 (the “Line of Credit”) to provide for up to a maximum aggregate principal amount of $300,000 with KKR Alternative Assets LLC (the “Lender”), an affiliate of the Company. Each loan under the Line of Credit will (i) be subject to an interest rate per annum as set forth in the applicable loan request up to the then-current rate offered by a third party lender or, if no such rate is available, up to Secured Overnight Financing Rate applicable to such loan plus 3.50% and (ii) in the event that the interest rate is zero percent such loan will have a maximum maturity of 364 days following the borrowing of such loan (unless otherwise consented to by the Lender in its sole discretion). The Line of Credit was initially set to expire on December 20, 2024, subject to six-month extension options requiring the Lender’s approval. On November 11, 2024, the Lender agreed to extend the Line of Credit an additional six months through June 20, 2025, subject to additional six-month extension options requiring the Lender’s approval. Each advance under the Line of Credit is repayable on the earlier of the (i) 180th day following the earlier of (x) the Lender’s demand and (y) the expiration of the line of credit and (ii) if specified, the scheduled date of repayment for each such loan as set forth in the relevant loan request (the “Scheduled Repayment Date”), which date shall in no case be later than 364 days following the borrowing of such loan (unless the Lender, in its sole discretion, consents to a Scheduled Repayment Date that is later than 364 days following the borrowing of such loan). To the extent the Company has not repaid all loans and other obligations under the Line of Credit after a repayment event has occurred, the Company is obligated to apply excess available cash proceeds to the repayment of such loans and other obligations; provided that the Borrowers will be permitted to (w) make payments to fulfill any repurchase requests pursuant to the Company’s share repurchase plan or any excess tender offer on the terms described in the Company’s private placement memorandum, (x) use funds to close any acquisition of a portfolio company which the Company committed to prior to receiving a demand notice, (y) make elective distributions of an amount not to exceed amounts paid in the immediately preceding fiscal quarter and (z) pay any taxes when due. The Line of Credit also permits voluntary prepayment of principal and accrued interest without any penalty other than customary breakage costs subject to the Lender’s discretion. Each Borrower may withdraw from the Line of Credit at the time all such obligations held by such Borrower to the Lender under the Line of Credit have been repaid to the Lender in full. The Line of Credit contains customary events of default. As is customary in such financings, if an event of default occurs under the Line of Credit, the Lender may accelerate the repayment of amounts outstanding under the Line of Credit and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period. The Lender and its assignees shall not have any recourse to any entities with interests in the Borrowers such as a general partner or investor, including the Company, or any of their respective assets for any indebtedness or other monetary obligation incurred under the Line of Credit. As of December 31, 2023, the outstanding balance on the Line of Credit was $19,200, all of which was subsequently repaid on January 4, 2024. No balance was outstanding on the Line of Credit as of September 30, 2024. For the period from January 1, 2024 to January 4, 2024, the Company incurred interest expense of $14, which was waived by the Lender. |