0001140361-24-017690.txt : 20240403
0001140361-24-017690.hdr.sgml : 20240403
20240403181546
ACCESSION NUMBER: 0001140361-24-017690
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240401
FILED AS OF DATE: 20240403
DATE AS OF CHANGE: 20240403
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Financial Holdings LLC
CENTRAL INDEX KEY: 0001386926
STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199]
ORGANIZATION NAME: 02 Finance
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41132
FILM NUMBER: 24820629
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41132
FILM NUMBER: 24820626
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41132
FILM NUMBER: 24820630
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41132
FILM NUMBER: 24820627
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41132
FILM NUMBER: 24820625
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41132
FILM NUMBER: 24820628
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]
ORGANIZATION NAME: 01 Energy & Transportation
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
FORM 4
X0508
4
2024-04-01
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
2024-04-01
4
J
0
6000000
0
D
29134496
I
Seefootnotes
Class A Common Stock
2024-04-01
4
C
0
6000000
0
A
6000000
I
Seefootnotes
Class A Common Stock
2024-04-01
4
S
0
6000000
10.74
D
0
I
Seefootnotes
Class A Common Stock
572354
I
Seefootnotes
Crescent Energy OpCo LLC Units
2024-04-01
4
C
0
6000000
0
D
Class A Common Stock
6000000
29134496
I
Seefootnotes
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 Agreement of OpCo provide certain holders of the OpCo LLC Units with the right 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, together with an equal number of shares of Class B Common Stock (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassification and similar transactions), or (b) cash. 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.
In connection with the sale on April 1, 2024 by IE Aggregator of Class A Common Stock pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, IE Aggregator (i) converted 6,000,000 shares of Class B Common Stock and OpCo LLC Units into 6,000,000 shares of Class A Common Stock and (ii) sold 6,000,000 shares of Class A Common Stock at a price per share of $10.74.
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: Assistant Secretary
2024-04-03
KKR FINANCIAL HOLDINGS LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Secretary
2024-04-03
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: Secretary
2024-04-03
KKR GROUP ASSETS III GP LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Secretary
2024-04-03
KKR UPSTREAM ASSOCIATES LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary
2024-04-03
INDEPENDENCE ENERGY AGGREGATOR GP LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary
2024-04-03