United States securities and exchange commission logo
May 11, 2023
Alisa A. Wood
Co-Chief Executive Officer
KKR Private Equity Conglomerate LLC
50 Hudson Yards
New York, NY 10001
Re: KKR Private Equity
Conglomerate LLC
Registration
Statement on Form 10-12G
Filed April 14,
2023
File No. 000-56540
Dear Alisa A. Wood:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G filed April 14, 2023
General
1. Please confirm your
understanding that your registration statement will automatically
become effective 60
days after filing. Upon effectiveness, you will become subject to the
reporting requirements
of the Securities Exchange Act of 1934. In addition, we will
continue to review your
filing until all of our comments have been addressed. If the
review process has not
been completed before that date, and you are not required to
register pursuant to
Section 12(g) of the Exchange Act, you may consider withdrawing the
registration statement
to prevent it from becoming effective and file it again at such time
as you are able to
respond to any remaining issues or comments.
2. We note that you are a
limited liability company but appear to be registering different
classes of common stock
instead of units of the limited liability company. We also note
your references to
unitholder on pages i, 19, 156 and 159 and references to the K-1 report
Alisa A. Wood
FirstName LastNameAlisa A. Wood
KKR Private Equity Conglomerate LLC
Comapany
May NameKKR Private Equity Conglomerate LLC
11, 2023
May 11,
Page 2 2023 Page 2
FirstName LastName
on pages 34, 95 and 100, which are consistent with your limited
liability company
structure. Please tell us why you are registering common stock and
file your amended and
restated limited liability company agreement or advise.
3. For each KKR affiliate referenced in the registration statement,
please identify their
relationship to the registrant, if any. By way of example only, we
note your references
to KKR Credit Advisors (US) LLC, KKR Credit Advisors (Ireland)
Unlimited Company,
KKR Capstone, and KKR & Co. Inc.
4. Please revise throughout to make disclosure about your operations
prospective in nature as
you do not appear to have begun operations. By way of example only, we
note your
disclosure on page v referencing your "portfolio companies in the
technology sector" and
on page 149 referring to your "portfolio companies" because it does
not appear that
you currently have any portfolio companies.
5. Please revise your registration statement throughout to include
information about you, not
your "affiliate" entity KKR. For sections describing KKR business,
either remove or
clearly state that they describe past activities of an entity that is
neither your parent nor
subsidiary. As an example only, please refer to due diligence section
on page 11 and
portfolio management section on page 13.
6. We note several references to the "initial offering" in this
registration statement. Please
clearly disclose what you mean by the "initial offering," because you
are not offering any
securities in connection with this Form 10. In the alternative, please
remove all such
references from the registration statement.
7. Please include financial statements starting on page F-1 in the body
of the prospectus, so
that they appear before the signature section.
8. We note numerous omitted disclosures in the registration statement. By
way of example
only, please refer to pages 10, 17, 18, 90, 103, 106 and 163. Please
fill in all missing
information in the next amendment or tell us the reason you are not
required to do so
under the federal securities laws. In this regard, we also note that
your registration
statement becomes effective automatically 60 days after filing.
9. We note that Section 18 of your limited liability company agreement
filed as Exhibit 3.2
includes a waiver of jury trial provision. Please revise your
disclosure in the registration
statement to:
describe the jury trial waiver provision;
clarify whether the provision applies to purchasers in secondary
transactions; and
include a new risk factor discussing the material risks to
investors related to the
provision, including the possibility of less favorable outcomes,
uncertainty regarding
its enforceability, the potential for increased costs to bring a
claim, and whether it
may discourage or limit suits against you.
Finally, please ensure that your limited liability company agreement
states whether or not
the waiver of jury trial provision applies to claims made under the
federal securities laws
Alisa A. Wood
FirstName LastNameAlisa A. Wood
KKR Private Equity Conglomerate LLC
Comapany
May NameKKR Private Equity Conglomerate LLC
11, 2023
May 11,
Page 3 2023 Page 3
FirstName LastName
and that by agreeing to such provision, investors will not be deemed
to have waived the
company s compliance with the federal securities laws and the rules
and regulations
thereunder.
10. We note that Section 18 of your limited liability company agreement
filed as Exhibit 3.2
includes an exclusive forum provision. We also note that your forum
selection provision
identifies the Court of Chancery of the State of Delaware as the
exclusive forum for
certain litigation, including any derivative or direct claim.
Please disclose whether this
provision applies to actions arising under the Securities Act or
Exchange Act. If so, please
also state that there is uncertainty as to whether a court would
enforce such provision. If
the provision applies to Securities Act claims, please also state that
investors cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder. In
that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability created by
the Securities Act or the rules and regulations thereunder. If this
provision does not apply
to actions arising under the Securities Act or Exchange Act, please
also ensure that the
exclusive forum provision in the governing documents states this
clearly, or tell us how
you will inform investors in future filings that the provision does
not apply to any actions
arising under the Securities Act or Exchange Act.
Cover Page
11. Based on the enumeration of classes of shares starting on page 162, it
does not appear that
you have Class F shares. Please advise why they are listed on the
registration statement's
cover page.
Item 1. Business, page 1
12. Please revise this section to state that you do not currently have
interest in any portfolio
companies, have no employees, and have not generated any revenues to
date.
General Development of Business, page 1
13. Please significantly revise your business section to provide specific
details of your
planned business and state clearly that you have not begun operations
to date. Include a
detailed plan of operations for the next twelve months. In the
discussion of each of your
planned activities, include specific information regarding each
material event or step
required to pursue each of your planned activities, including any
contingencies such as
raising additional funds, and the timelines and associated costs
accompanying each
proposed step in your business plan. In addition, provide further
detail regarding your
process for identifying target companies.
14. Please explain what you mean by the term "KKR Vehicles" and "KKR
Shares" the first
time you use these phrases in the registration statement.
15. We note your disclosure on page 1 that "[you] expect that [you] will
own nearly all of
Alisa A. Wood
FirstName LastNameAlisa A. Wood
KKR Private Equity Conglomerate LLC
Comapany
May NameKKR Private Equity Conglomerate LLC
11, 2023
May 11,
Page 4 2023 Page 4
FirstName LastName
[y]our portfolio companies through Joint Ventures alongside one or
more KKR Vehicles
and that the Joint Ventures will be managed in a way that reflects the
commonality of
interests between the KKR Vehicles and [you]." Please provide further
disclosure
explaining the meaning of the phrase "the commonality of interests
between the KKR
Vehicles and [you]" and provide examples of such commonalities. In
addition, if know,
disclose specific percentage of the anticipated ownership structure
between you, the joint
ventures, and the KKR Vehicles.
16. Please provide further disclosure regarding how you intend to own
target companies you
acquire including reconciling your statement that "[you] will own
nearly all of [y]our
portfolio companies through Joint Ventures alongside one or more KKR
Vehicles" with
your statement that "[you] plan to own all or substantially all of
[y]our portfolio
companies directly or indirectly through [y]our wholly-owned operating
subsidiary, K-
PEC Holdings LLC."
17. We note your disclosure on page 68 that KKR, through its ownership of
all of your Class
G Shares, holds, directly and indirectly, all of your voting power. As
a result, "KKR is
able to control the appointment and removal of all members of the
Board, including
[your] independent directors, and, accordingly, exercises substantial
influence over
[you] and its portfolio companies." Please include this disclosure
here.
The Manager, page 2
18. We note your disclosure that "[you] are managed by the Manager, a
wholly owned
subsidiary of KKR and an investment adviser registered under the
Investment Advisers
Act of 1940." We further note that "KKR has established an investment
process to
successfully navigate the private and public markets and grow capital
over a diverse set of
market cycles" and that "[your] differentiated acquisition strategy
will apply KKR s 'all-
weather' philosophy, seeking to leverage KKR s entire global
platform with the
ultimate goal of building a balanced portfolio of companies...."
Please include balancing
language that you have not yet commenced operations and KKR's past
successes cannot
be attributed to you or remove this and similar disclosure throughout
the registration
statement.
Acquisition Strategies, page 3
19. We note your disclosure that you conduct your operations so that you
are not required to
register as an investment company and that you intend to rely on
Section 3(a)(1)(C) of the
Investment Company Act. Please revise your disclosure to explain how
you intend to
conduct your operations in accordance with these requirements. State
clearly if you plan
to own securities of other companies or own majority interest in such
companies. We also
note your disclosure on page 2 that you expect that "over the
long-term Joint Ventures and
portfolio companies will make up approximately 80% of [your] assets."
You also state
that you expect that approximately 20% of your assets will consist of
public and private
debt and cash and highly liquid securities, including but not limited
to, U.S. and European
Alisa A. Wood
KKR Private Equity Conglomerate LLC
May 11, 2023
Page 5
syndicated loans and high-yield debt.
K-PEC Structure, page 6
20. Please revise the organizational chart to:
label the chart as the organizational chart of KKR Private Equity
Conglomerate LLC,
or explain why you labeled it as "K-PEC Structure";
revise for consistency your disclosure related to your sole
shareholder (based on the
disclosure on page 68 it appears that Kohlberg Kravis Roberts &
Co. L.P. is your
sole shareholder, as opposed to K-PEC Holdings LLC); and
identify KKR Private Equity Conglomerate LLC's shareholder and
include the
applicable percentage of ownership.
Management Agreement, page 8
21. We note your disclosure on pages 9 and 68 that your management
agreement will require
you to redeem any KKR Shares if the agreement is terminated. Please
describe this
provision here and include a discussion of any material risks to
investors related to this
provision of the management agreement.
Leverage, page 15
22. We note your disclosure that you do not intend to incur borrowings
that would cause the
aggregate amount of recourse indebtedness to exceed 30% of your total
assets. However,
you also state that during your initial ramp-up period or during a
market downturn or in
connection with a large acquisition your leverage may exceed 30%.
Please clarify whether
there are any specific limitations on these leverage ratios. In
addition, disclose in this
section, if true, that you have no financing committed from KKR to
start your operations
and that you have no established credit facilities or financing
arrangements.
Potential Conflicts of Interest, page 108
23. We note your disclosure that "the LLC Agreement may contain provisions
that reduce,
eliminate or modify certain other fiduciary and other related duties and
obligations to
FirstName LastNameAlisa A. Wood
[you] and shareholders that would apply in the absence of such
provisions." Please
Comapany NameKKR
describe Private Equity
such provisions of the Conglomerate
LLC Agreement LLC
and describe any
material risks to
May 11,investors in a5separately captioned risk factor.
2023 Page
FirstName LastName
Alisa A. Wood
FirstName LastNameAlisa A. Wood
KKR Private Equity Conglomerate LLC
Comapany
May NameKKR Private Equity Conglomerate LLC
11, 2023
May 11,
Page 6 2023 Page 6
FirstName LastName
1940 Act Fund Considerations, page 125
24. We note that this section describes KKR's 1940 Act considerations.
Please revise to
describe how you, not KKR, plan to conduct your business in compliance
with the 1940
Act. We also note your disclosure that "certain 1940 Act Funds and
[you] and other non-
1940 Act Funds can invest alongside each other pursuant to exemptive
relief granted by
the SEC to KKR. This exemptive relief enumerates various conditions
that need to be
followed by the participating investment vehicles in order to
co-invest with each other."
Please revise to include specific details regarding this exemptive
relief, or in the
alternative, remove these statements.
KKR's Investment Advisory and Proprietary Activities, page 126
25. Please balance your disclosure in this section by stating that there
is no guarantee you will
be able to achieve results similar to KKR Group's results. In this
regard we note your
disclosure on page 127 that "KKR Group has established investment
vehicles with
approximately $13.5 billion of third-party capital and approximately
$7 billion of Balance
Sheet capital." In the alternative, remove these and similar
statements describing KKR
Group.
Recent Sales of Unregistered Securities, page 161
26. We note your disclosure in several sections of the registration
statement that you plan to
conduct a continuous offering of securities under Regulation D.
However, you also state
on page F-5 that you conduct "a continuous private offering of [your]
shares in reliance on
exemptions from the registration requirements of the Securities Act of
1933." Please
revise your disclosure for consistency or advise. In addition, if you
have already
commenced the offering, please revise the recent sales of unregistered
securities section to
include it.
Classes of Shares, page 163
27. Please briefly describe different fees referenced in this section,
such as "dealer manager
fees," "servicing fee," and "sales load." In addition, explain your
references to "minimum
investment" in the table on page 165. Finally, explain why you appear
to be describing
shares of another company under "KKR Shares" starting on page 165. In
this regard we
note that it appears you are describing shares of Kohlberg Kravis
Roberts & Co. L.P. and
its subsidiaries (defined as "KKR" on page ii).
28. Please revise this section to describe each class of your securities
clearly under its separate
subheading, listing various characteristics of each class of
securities, as opposed to
comparing and contrasting a group of securities to another group based
on a specific
characteristic.
Alisa A. Wood
FirstName LastNameAlisa A. Wood
KKR Private Equity Conglomerate LLC
Comapany
May NameKKR Private Equity Conglomerate LLC
11, 2023
May 11,
Page 7 2023 Page 7
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Marc Thomas at (202) 551-3452 or Robert Klein at (202)
551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at (202) 551-8819 or Tonya Aldave at (202) 551-3601
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Mark Brod, Esq.