0000899243-21-047235.txt : 20211207 0000899243-21-047235.hdr.sgml : 20211207 20211207213644 ACCESSION NUMBER: 0000899243-21-047235 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211207 FILED AS OF DATE: 20211207 DATE AS OF CHANGE: 20211207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Financial Holdings LLC CENTRAL INDEX KEY: 0001386926 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 211477483 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (415) 315-3620 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR UPSTREAM ASSOCIATES LLC CENTRAL INDEX KEY: 0001746582 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 211477480 BUSINESS ADDRESS: STREET 1: C/O KKR, 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KKR, 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Independence Energy Aggregator L.P. CENTRAL INDEX KEY: 0001868340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 211477484 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREEET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 481-7782 MAIL ADDRESS: STREET 1: 600 TRAVIS STREEET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Group Assets Holdings III L.P. CENTRAL INDEX KEY: 0001868946 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 211477482 BUSINESS ADDRESS: STREET 1: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 750-8300 MAIL ADDRESS: STREET 1: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Independence Energy Aggregator GP LLC CENTRAL INDEX KEY: 0001868377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 211477479 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREEET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 481-7782 MAIL ADDRESS: STREET 1: 600 TRAVIS STREEET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Group Assets III GP LLC CENTRAL INDEX KEY: 0001868421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 211477481 BUSINESS ADDRESS: STREET 1: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 750-8300 MAIL ADDRESS: STREET 1: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Crescent Energy Co CENTRAL INDEX KEY: 0001866175 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 481-7782 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: IE PubCo Inc. DATE OF NAME CHANGE: 20210607 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-12-07 0 0001866175 Crescent Energy Co CRGY 0001868340 Independence Energy Aggregator L.P. 600 TRAVIS STREET, SUITE 7200 HOUSTON TX 77002 0 0 1 0 0001386926 KKR Financial Holdings LLC 30 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 0001868946 KKR Group Assets Holdings III L.P. 30 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 0001868421 KKR Group Assets III GP LLC 30 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 0001746582 KKR UPSTREAM ASSOCIATES LLC 30 HUDSON YARD NEW YORK NY 10001 0 0 1 0 0001868377 Independence Energy Aggregator GP LLC 600 TRAVIS STREET, SUITE 7200 HOUSTON TX 77002 0 0 1 0 Class B Common Stock 88154049 I See footnotes Crescent Energy OpCo LLC Units Class A Common Stock 88154049 I See footnotes Shares of Class B common Stock of Crescent Energy Company (the "Issuer") have no economic rights but entitle its holder to one vote per share of Class B Common Stock on all matters to be voted on by shareholders generally. On December 7, 2021, pursuant to a Transaction Agreement, dated June 7, 2021, by and among Issuer, Contango Oil & Gas Company ("Contango"), Independence Energy LLC, IE OpCo LLC, IE C Merger Sub Inc. ("C Merger Sub") and IE L Merger Sub LLC ("L Merger Sub"), whereby C Merger Sub merged with and into Contango, with Contango surviving the merger as a direct wholly owned subsidiary of Issuer (the "Contango Merger") and Contango merged with and into L Merger Sub, with L Merger Sub surviving the merger as a direct wholly owned subsidiary of the Issuer (the "LLC Merger", together with the Contango Merger, the "Mergers"). This report reflects the beneficial ownership of the reporting person(s) at the time of the consummation of the Mergers. Reflects securities held by Independence Energy Aggregator L.P. Independence Energy Aggregator GP LLC is the general partner of Independence Energy Aggregator L.P. KKR Upstream Associates LLC is the sole member of Independence Energy Aggregator GP LLC. KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC are the controlling members of KKR Upstream Associates LLC. KKR Group Assets III GP LLC is the general partner of KKR Group Assets Holdings III L.P. KKR Group Partnership L.P. is the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. The terms of the Amended and Restated Limited Liability Company of Crescent Energy OpCo LLC provide certain holders of units of OpCo ("OpCo LLC Units") with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units (the "Redemption Right") for, at OpCo's election, (a) shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed, subject to conversion rate adjustments for any equity split, equity distribution, reclassification or other similar transaction, or (b) an equivalent amount of cash based on the trading price of a share of Class A Common Stock of the Issuer on the trading day that is immediately prior to the date of the redemption. In connection with any redemption of OpCo LLC Units pursuant to the Redemption Right, the corresponding number of shares of the Class B Common Stock will be cancelled. (Continued from Footnote 5) The OpCo LLC Units and the right to exercise the Redemption Right have no expiration date. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 3. Exhibit List: Exhibit 24.1 - Power of Attorney INDEPENDENCE ENERGY AGGREGATOR L.P., By: Independence Energy Aggregator GP LLC, its general partner, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for Jason Carss, Assistant Secretary 2021-12-07 INDEPENDENCE ENERGY AGGREGATOR GP LLC, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for Jason Carss, Assistant Secretary 2021-12-07 KKR UPSTREAM ASSOCIATES LLC, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for David Rockecharlie, Vice President 2021-12-07 KKR FINANCIAL HOLDINGS LLC, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for Robert H. Lewin, Chief Executive Officer 2021-12-07 KKR GROUP ASSETS HOLDINGS III L.P., By: KKR Group Assets III GP LLC, its general partner, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for Robert H. Lewin, Chief Executive Officer 2021-12-07 KKR GROUP ASSETS III GP LLC, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for Robert H. Lewin, Chief Executive Officer 2021-12-07 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

        Know all men by these presents that Henry R. Kravis does hereby make,
constitute and appoint William J. Janetschek, David J. Sorkin, Terence P.
Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful
attorney-in-fact of the undersigned with full powers of substitution and
revocation, for and in the name, place and stead of the undersigned (both in the
undersigned's individual capacity and as a manager or member of any limited
liability company, as a partner of any partnership, as an officer of any
corporate or other entity, or in the undersigned's capacity in a position
similar to the foregoing at any entity, in each case, for which the undersigned
is otherwise authorized to sign), to execute and deliver such forms, schedules,
statements and other documents as may be required to be filed from time to time
with the Securities and Exchange Commission with respect to: (i) Sections 13(d),
13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as
amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F,
Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications
for EDGAR access codes, including without limitation the Form ID.

                                        /s/ Henry R. Kravis
                                        -----------------------------------
                                        Name: Henry R. Kravis

Date: May 28, 2014



                                   POWER OF ATTORNEY

        Know all men by these presents that George R. Roberts does hereby make,
constitute and appoint William J. Janetschek, David J. Sorkin, Terence P.
Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful
attorney-in-fact of the undersigned with full powers of substitution and
revocation, for and in the name, place and stead of the undersigned (both in the
undersigned's individual capacity and as a manager or member of any limited
liability company, as a partner of any partnership, as an officer of any
corporate or other entity, or in the undersigned's capacity in a position
similar to the foregoing at any entity, in each case, for which the undersigned
is otherwise authorized to sign), to execute and deliver such forms, schedules,
statements and other documents as may be required to be filed from time to time
with the Securities and Exchange Commission with respect to: (i) Sections 13(d),
13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as
amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F,
Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications
for EDGAR access codes, including without limitation the Form ID.


                                        /s/ George R. Roberts
                                        ---------------------------------
                                        Name: George R. Roberts

Date: May 28, 2014



                                   POWER OF ATTORNEY

        Know all men by these presents that Robert H. Lewin does hereby make,
constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher
Lee, or any one of them, as a true and lawful attorney-in-fact of the
undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (both in the undersigned's individual
capacity and as a manager or member of any limited liability company, as a
partner of any partnership, as an officer of any corporate or other entity, or
in the undersigned's capacity in a position similar to the foregoing at any
entity, in each case, for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms, schedules, statements and other
documents as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h)
and 16(a) of the Securities Exchange Act of 1934, as amended, including without
limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and
Form 5 and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID.

                                        /s/ Robert H. Lewin
                                        ----------------------------------
                                        Name: Robert H. Lewin

Date: January 14, 2020



                                   POWER OF ATTORNEY

        Know all men by these presents that Jason Carss does hereby make,
constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher
Lee, or any one of them, as a true and lawful attorney-in-fact of the
undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (both in the undersigned's individual
capacity and as a manager or member of any limited liability company, as a
partner of any partnership, as an officer of any corporate or other entity, or
in the undersigned's capacity in a position similar to the foregoing at any
entity, in each case, for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms, schedules, statements and other
documents as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h)
and 16(a) of the Securities Exchange Act of 1934, as amended, including without
limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and
Form 5 and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID.

                                        /s/ Jason Carss
                                        ----------------------------------
                                        Name: Jason Carss

Date: June 17, 2021



                                   POWER OF ATTORNEY

        Know all men by these presents that David Rockecharlie does hereby make,
constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher
Lee, or any one of them, as a true and lawful attorney-in-fact of the
undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (both in the undersigned's individual
capacity and as a manager or member of any limited liability company, as a
partner of any partnership, as an officer of any corporate or other entity, or
in the undersigned's capacity in a position similar to the foregoing at any
entity, in each case, for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms, schedules, statements and other
documents as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h)
and 16(a) of the Securities Exchange Act of 1934, as amended, including without
limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and
Form 5 and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID.

                                        /s/ David Rockecharlie
                                        ---------------------------------
                                        Name: David Rockecharlie

Date: June 17, 2021