8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2024

KKR Infrastructure Conglomerate LLC

(Exact name of registrant as specified in its charter)

Delaware	000-56484	92-0477563
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
30 Hudson Yards, New York, NY		10001
(Address of principal executive offices)		(Zip Code)

(212) 750-8300

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.	None.	None.

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 8.01.    Other Events

Transactional Net Asset Value

On April 21, 2024, the manager of KKR Infrastructure Conglomerate LLC (the “Company”) determined the transactional net asset value, being the price at which sales and repurchases of the Company’s shares are made (the “Transactional Net Asset Value”), of the following classes of the Company’s shares as of March 31, 2024:

Class	Transactional Net Asset Value per Share
Class U Shares	$	27.17
Class R Shares	$	27.19
Class R-D Shares	$	27.18
Class D Shares	$	27.18
Class I Shares	$	27.19
Class R-S Shares	$	27.23
Class E Shares	$	27.79
Class F Shares	$	27.79
Class G Shares	$	28.54
Class H Shares	$	28.54

As of March 31, 2024, no Class S shares were outstanding.

The Transactional Net Asset Value of the Company’s shares is also available on its website at www.kinfra.com, but the contents of the website are not incorporated by reference in or otherwise a part of this Current Report on Form 8-K.

For additional information and a comparison of Net Asset Value as of December 31, 2023, please see additional details included in Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Net Asset Value as of March 31, 2024 and December 31, 2023
104	Cover Page Interactive Data File, formatted in Inline XBRL

1

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 hereunto duly authorized.

	KKR INFRASTRUCTURE CONGLOMERATE LLC
	/s/ Sung Bum Cho
Date: April 22, 2024	Name: Sung Bum Cho
	Title: General Counsel & Secretary

2

EX-99.1

Exhibit 99.1

Net Asset Value

We calculate net asset value per share in accordance with valuation policies and procedures that have been approved by our board of directors. Our transactional net asset value (“Transactional Net Asset Value”) is the price at which we sell and repurchase our shares. Our GAAP net asset value (“GAAP Net Asset Value”) is our net asset value determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following table provides a breakdown of the major components of our Transactional Net Asset Value as of March 31, 2024 and December 31, 2023 ($ in thousands, except shares):

Components of Transactional Net Asset Value	March 31, 2024		December 31, 2023
Investments at fair value (1)	$	1,021,161	$	983,552
Cash and cash equivalents	662,484		278,417
Other assets	8,452		18,832
Other liabilities	(34,690)		(50,654)
Accrued performance participation allocation	(12,412)		(8,335)
Management fee payable	—		—
Accrued shareholder servicing fees and distribution fees (2)	(1,353)		(1,010)
Transactional Net Asset Value	$	1,643,642	$	1,220,802
Number of outstanding shares	60,472,345		45,294,472

(1) Cost of $919,367 as of March 31, 2024 and $895,257 as of December 31, 2023.

(1) Shareholder servicing fees apply only to Class S Shares, Class U Shares, Class D Shares, Class R-S Shares and Class R-D Shares. Distribution fees apply only to Class S Shares, Class R-S Shares and Class U Shares. For purposes of Transactional Net Asset Value, we recognize shareholder servicing fees and distribution fees as a reduction to Transactional Net Asset Value on a monthly basis as such fees are accrued. For purposes of GAAP Net Asset Value, we accrue the cost of the shareholder servicing fees and distribution fees, as applicable, for the estimated life of the shares as an offering cost at the time we sell Class S Shares, Class U Shares, Class D Shares, Class R-S Shares and Class R-D Shares. As of March 31, 2024, we have accrued under GAAP $66,983 of shareholder servicing fees and distribution fees payable to the dealer-manager related to the Class U Shares, Class D Shares, Class R-D Shares and Class R-S Shares sold. As of December 31, 2023, we have accrued under GAAP $51,440 of shareholder servicing fees and distribution fees payable to the Dealer-Manager related to the Class U Shares, Class D Shares and Class R-D Shares sold

The following table provides a breakdown of our total Transactional Net Asset Value and our Transactional Net Asset Value per share by class as of March 31, 2024 ($ in thousands, except shares and per share data):

Transactional Net Asset Value Per Share	Class I Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares		Class G Shares		Class H Shares		Total
Monthly Transactional Net Asset Value	$	209	$	1,005,884	$	12,746	$	622,630	$	10	$	737	$	1	$	1,423	$	1	$	1	$	1,643,642
Number of outstanding shares	7,702		37,019,137		468,875		22,897,848		384		27,062		40		51,217		40		40		60,472,345
Transactional Net Asset Value per Share as of March 31, 2024	$	27.19	$	27.17	$	27.18	$	27.19	$	27.18	$	27.23	$	27.79	$	27.79	$	28.54	$	28.54

The following table provides a breakdown of our total Transactional Net Asset Value and our Transactional Net Asset Value per share by class as of December 31, 2023 ($ in thousands, except shares and per share data):

Transactional Net Asset Value Per Share	Class I Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class E Shares		Class F Shares		Class G Shares		Class H Shares		Total
Monthly Transactional Net Asset Value	$	3,552	$	756,827	$	9,518	$	449,523	$	10	$	1	$	1,369	$	1	$	1	$	1,220,802
Number of outstanding shares	131,691		28,088,229		353,076		16,671,146		380		40		49,830		40		40		45,294,472
Transactional Net Asset Value per Share as of December 31, 2023	$	26.97	$	26.94	$	26.96	$	26.96	$	26.95	$	27.47	$	27.47	$	27.94	$	27.94

Reconciliation of Transactional Net Asset Value to GAAP Net Asset Value

The following table reconciles GAAP Net Asset Value to our Transactional Net Asset Value as of March 31, 2024 and December 31, 2023 ($ in thousands):

	As of March 31, 2024		As of December 31, 2023
GAAP Net Asset Value	$	1,578,012	$	1,170,372
Adjustment:
Accrued shareholder servicing fees and distribution fees	65,630		50,430
Transactional Net Asset Value	$	1,643,642	$	1,220,802

Valuation Methodologies and Significant Inputs

The following table presents additional information about valuation methodologies and significant inputs used for Infrastructure Assets that are valued at fair value as of March 31, 2024 and December 31, 2023:

		As of March 31, 2024		As of December 31, 2023
Valuation Methodology & Inputs	Unobservable Input(s) (1)	Weighted Average (2)	Range	Weighted Average (2)	Range
Inputs to market comparables, discounted cash flow and transaction price/other	Illiquidity Discount	5.1%	5.0% - 10.0%	5.1%	5.0% - 10.0%
	Weight Ascribed to Market Comparables	3.8%	0.0% - 25.0%	4.0%	0.0% - 25.0%
	Weight Ascribed to Discounted Cash Flow	94.5%	0.0% - 100.0%	94.6%	0.0% - 100.0%
	Weight Ascribed to Transaction Price/Other	1.7%	0.0% - 100.0%	1.4%	0.0% - 100.0%
Market Comparables	Enterprise Value / Forward EBITDA Multiple	10.6x	10.6x - 10.6x	10.5x	10.5x - 10.5x
Discounted Cash Flow	Weighted Average Cost of Capital	9.7%	6.9% - 12.1%	9.7%	6.7% - 12.1%
	Enterprise Value / LTM EBITDA Exit Multiple	17.0x	10.7x - 23.6x	13.9x	9.5x - 21.0x

(1) In determining the inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies, and company-specific developments including exit strategies and realization opportunities. KKR Infrastructure Conglomerate LLC’s manager (the “Manager”) has determined that market participants would take these inputs into account when valuing the investments. “LTM” means Last Twelve Months.

(2) Inputs are weighted based on fair value of the investments included in the range.

The Manager is ultimately responsible for our net asset value calculations.

Valuations involve subjective judgments and may not accurately reflect realizable value. The assumptions above are determined by the Manager and reviewed by our independent valuation advisor. A change in these assumptions or factors would impact the calculation of the value of our assets. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our asset values as of March 31, 2024 and December 31, 2023:

	As of March 31, 2024		As of December 31, 2023
Input	Hypothetical Change	Infrastructure Asset Values	Hypothetical Change	Infrastructure Asset Values
Weighted Average Cost of Capital	0.25% decrease	+2.53%	0.25% decrease	+2.55%
	0.25% increase	-2.48%	0.25% increase	-2.49%

XML

Cover	Apr. 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 21, 2024
Entity Registrant Name	KKR Infrastructure Conglomerate LLC
Entity Incorporation, State or 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	New York,
Entity Address, State	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
No Trading Symbol Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001948056
Amendment Flag	false