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): December 20, 2023
 

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: None
 
Title of each class   Trading Symbol(s)  
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 Sales of Equity Securities

On December 1, 2023, KKR Infrastructure Conglomerate LLC (the “Company”) sold the following unregistered shares (the “Investor Shares”) of the Company (with the final number of shares being determined on December 20, 2023) to third party investors for cash:

 
Class
Number of Shares Sold(1)
Aggregate Consideration(1)
  
 
Class U Shares
3,403,299
$91,315,115(2)
  
 
Class R Shares
1,444,303
$38,487,900
  
 
Class R-D Shares
751
$20,000
  
 
(1)
Share and dollar amounts are rounded to the nearest whole number.
(2)
Includes brokerage commissions of $687,311 in the aggregate.

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 of the United States) thereunder.
 
Item 8.01.
Other Events

On December 22, 2023, the Company declared distributions on the following classes of the Company’s shares in the amounts per share set forth below:

Class
Net Distribution
Class U Shares
$0.0711
Class R Shares
$0.0900
Class R-D Shares
$0.0844
Class D Shares
$0.0845
Class I Shares
$0.0900
Class E Shares
$0.0900
Class F Shares
$0.0900

The distributions for each class of shares are payable to holders of record at the close of business on December 31, 2023 and will be paid on or about January 24, 2024. 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.

Additionally, commencing in January 2024, the Company intends, on a going forward basis, to declare distributions on a quarterly basis. The Company intends to declare its next quarterly distributions in March 2024. However, there can be no guarantee that the Company will declare distributions consistently and at a specific rate, or at all.

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



By: /s/ Sung Bum Cho


Name: Sung Bum Cho


Title: General Counsel & Secretary


Date:  December 26, 2023