0001140361-23-033060.txt : 20230705 0001140361-23-033060.hdr.sgml : 20230705 20230705161732 ACCESSION NUMBER: 0001140361-23-033060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230630 FILED AS OF DATE: 20230705 DATE AS OF CHANGE: 20230705 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 231069199 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 231069196 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 231069200 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 231069198 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 231069195 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 231069197 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 4 1 form4.xml X0407 4 2023-06-30 0001866175 Crescent Energy Co CRGY 0001868340 Independence Energy Aggregator L.P. 600 TRAVIS STREET, SUITE 7200 HOUSTON TX 77002 true 0001386926 KKR Financial Holdings LLC 30 HUDSON YARDS NEW YORK NY 10001 true 0001868946 KKR Group Assets Holdings III L.P. 30 HUDSON YARDS NEW YORK NY 10001 true 0001868421 KKR Group Assets III GP LLC 30 HUDSON YARDS NEW YORK NY 10001 true 0001746582 KKR UPSTREAM ASSOCIATES LLC 30 HUDSON YARDS NEW YORK NY 10001 true 0001868377 Independence Energy Aggregator GP LLC 600 TRAVIS STREET, SUITE 7200 HOUSTON TX 77002 true false Class B Common Stock 2023-06-30 4 J 0 27597199 0 D 54234496 I See footnotes Class A Common Stock 2023-06-30 4 C 0 27597199 0 A 27597199 I See footnotes Class A Common Stock 2023-07-03 4 J 0 27597199 0 D 0 I See footnotes Class A Common Stock 572354 I See footnotes Crescent Energy OpCo LLC Units 2023-06-30 4 C 0 27597199 0 D Class A Common Stock 27597199 54234496 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. Reflects securities held directly by Independence Energy Aggregator L.P. ("IE Aggregator"). Independence Energy Aggregator GP LLC is the general partner of IE Aggregator. KKR Upstream Associates LLC is the sole member of Independence Energy Aggregator GP LLC. Reflects securities held directly by KKR Upstream Associates 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 Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. 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 ("OpCo") 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. The OpCo LLC Units and the Redemption Right have no expiration date. On June 30, 2023, IE Aggregator converted 27,597,199 shares of Class B Common Stock and OpCo LLC Units into an equal number of shares of Class A Common Stock. On July 3, 2023, IE Aggregator made an in-kind distribution of 27,597,199 shares of Class A Common Stock to certain of its indirect limited partners (the "IE Aggregator Distribution"). The IE Aggregator Distribution was made solely to unaffiliated third parties and does not represent any sale of shares of Class A Common Stock by affiliates of KKR or funds or accounts managed by KKR or its affiliates. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Person have filed a separate Form 4. INDEPENDENCE ENERGY AGGREGATOR L.P., By: Independence Energy Aggregator GP LLC, its general partner, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Jason Carss, Assistant Secretary 2023-07-05 KKR FINANCIAL HOLDINGS LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 2023-07-05 KKR GROUP ASSETS HOLDINGS III L.P., By: KKR Group Assets III GP LLC, its general partner, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 2023-07-05 KKR GROUP ASSETS III GP LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 2023-07-05 KKR UPSTREAM ASSOCIATES LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for David Rockecharlie, Vice President 2023-07-05 INDEPENDENCE ENERGY AGGREGATOR GP LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Jason Carss, Assistant Secretary 2023-07-05