United States securities and exchange commission logo
June 14, 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
Amendment No. 2 to
Registration Statement on Form 10-12G
Filed June 12, 2023
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed May 31, 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.
Amendment No. 2 to Registration Statement on Form 10-12G
General
1. We note your response
to comment 5 and reissue in part. Please revise your summary and
business sections to
provide balancing disclosure relating to KKR business activities
clarifying that they
are past activities of an entity that is neither your parent nor
subsidiary.
Item 1. Business
General Development of Business, page 1
2. We note your response
to comment 13 and reissue in part. Please significantly revise your
Alisa A. Wood
FirstName LastNameAlisa A. Wood
KKR Private Equity Conglomerate LLC
Comapany
June NameKKR Private Equity Conglomerate LLC
14, 2023
June 14,
Page 2 2023 Page 2
FirstName LastName
business section to provide specific details of your planned business.
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.
3. We note your response to comment 16 and reissue in part. We note the
following
statements on page 1:
"[you] expect that [you] will own nearly all of [y]our portfolio
companies through
Joint Ventures alongside one or more KKR Vehicles";
"[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";
"[you] expect to hold [y]our portfolio companies and Joint
Ventures through one or
more corporations, limited liability companies or limited
partnerships";
"[you] expect that most of [y]our Joint Ventures will own a
majority of, and/or have
primary control over, the underlying portfolio company"; and
"[you] and the applicable KKR Vehicle will hold the interests in
each portfolio
company as co-general partners."
Please revise your disclosure for consistency by providing clear
disclosure about how you
intend to own target companies you acquire.
Risk Factors, page 44
4. We note your response to our prior comment 10 and reissue in part.
Please add a risk
factor describing your exclusive forum provision and state that there
is uncertainty as to
whether a court would enforce such provision. Because this 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.
5. We note your response to our prior comment 21 and reissue in part. We
note your
disclosure that your management agreement will require you to redeem
"KKR Shares" if
the agreement is terminated. Please include risk factor disclosure
discussing material risks
to investors related to this provision of the management agreement.
Classes of Shares, page 167
6. We note your response to comment 28 and reissue. Please revise this
section to describe
each class of your securities clearly under its separate subheading,
listing various
characteristics of each class of securities.
Alisa A. Wood
KKR Private Equity Conglomerate LLC
June 14, 2023
Page 3
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,
FirstName LastNameAlisa A. Wood
Division of Corporation
Finance
Comapany NameKKR Private Equity Conglomerate LLC
Office of Finance
June 14, 2023 Page 3
cc: Mark Brod, Esq.
FirstName LastName