UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class |
Trading |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
| Item 3.02. | Unregistered Sale of Equity Securities |
As of July 1, 2023, KKR Infrastructure Conglomerate LLC (the “Company”) issued and sold the following unregistered shares (the “Investor Shares”) of the Company (with the final number of shares being determined on July 25, 2023) to third party investors for cash:
| Class |
Number of Shares Sold | Aggregate Consideration | ||||||
| Class U Shares |
2,319,403 | $ | 61,206,560 | (1) | ||||
| Class R Shares |
1,988,416 | $ | 51,997,081 | |||||
| Class D Shares |
1,912 | $ | 50,000 | |||||
| Class I Shares |
1,033 | $ | 27,000 | |||||
| (1) | Includes sales load and dealer manager fees of $577,353. |
The offer and sale of the Investor Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside the United States) thereunder.
| Item 8.01. | Other Events |
Declaration of Distribution
On July 31, 2023, the Company declared distributions on the following classes of the Company’s shares in the amount per share set forth below:
| Class |
Net Distribution | |
| Class U Shares |
$0.0415 | |
| Class R Shares |
$0.0600 | |
| Class D Shares |
$0.0546 | |
| Class I Shares |
$0.0600 | |
| Class E Shares |
$0.0600 |
The distributions for each class of shares are payable to holders of record at the close of business on July 31, 2023 and will be paid on or about October 24, 2023. The net distributions will be paid in cash or reinvested in shares of the Company for shareholders participating in the Company’s distribution reinvestment plan.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KKR INFRASTRUCTURE CONGLOMERATE LLC | ||||||
| /s/ Jason Carss | ||||||
| Date: July 31, 2023 | Jason Carss | |||||
| General Counsel & Secretary | ||||||
Document and Entity Information |
Jul. 25, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001948056 |
| Document Type | 8-K |
| Document Period End Date | Jul. 25, 2023 |
| Entity Registrant Name | KKR Infrastructure Conglomerate LLC |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-56484 |
| Entity Tax Identification Number | 92-0477563 |
| Entity Address, Address Line One | 30 Hudson Yards |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10001 |
| City Area Code | (212) |
| Local Phone Number | 750-8300 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
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