UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 3.02. | Unregistered Sales of Equity Securities |
As of August 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 August 22, 2023) to third party investors for cash:
| Class |
Number of Shares Sold(1) | Aggregate Consideration(1) | ||||||
| Class U Shares |
4,611,648 | $ | 121,525,526 | (2) | ||||
| Class R Shares |
2,685,383 | $ | 70,303,318 | |||||
| Class D Shares |
1,451 | $ | 38,000 | |||||
| Class I Shares |
9,549 | $ | 250,000 | |||||
| (1) | Share and dollar amounts are rounded to the nearest whole number. |
| (2) | Includes sales load and dealer-manager fees of $884,813, 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 |
Transactional Net Asset Value
On August 21, 2023, the manager of 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 July 31, 2023:
| Class |
Transactional Net Asset Value per Share | |||
| Class U Shares |
$ | 26.16 | ||
| Class R Shares |
$ | 26.18 | ||
| Class D Shares |
$ | 26.18 | ||
| Class I Shares |
$ | 26.18 | ||
| Class E Shares |
$ | 26.40 | ||
| Class F Shares |
$ | 26.46 | ||
| Class G Shares |
$ | 26.46 | ||
| Class H Shares |
$ | 26.46 | ||
As of July 31, 2023, no Class S or Class R-D 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, 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 |
Description | |
| 99.1 | Net Asset Value as of July 31, 2023 | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
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: August 23, 2023
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