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