KKR Private Equity Conglomerate LLC
07/02/2026 | Press release | Distributed by Public on 07/02/2026 14:26
Material Agreement, Proxy Results, Amendments to Bylaws (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement
KKR Private Equity Conglomerate LLC (the "Company") intends to offer and sell new series of its (i) existing Class I Shares (now redesignated as Class I-Series 1 Shares as described below), (ii) designated Class I-Series 2 Shares, (iii) designated Class I-Series 3 Shares and (iv) designated Class I-Series 4 Shares, to certain investors that are accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) in a continuous private offering exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. Except as described herein, the Class I-Series 2 Shares, Class I-Series 3 Shares and Class I-Series 4 Shares have substantially similar rights and terms as the existing Class I Shares, now redesignated as Class I-Series 1 Shares. The Class I-Series 2 Shares, Class I-Series 3 Shares and Class I-Series 4 Shares will each be subject to a higher minimum initial investment and subject to certain additional restrictions, including a minimum holding period, the Company's existing quarterly repurchase limitations and certain additional repurchase limitations.
Second Amended and Restated Management Agreement
In connection with the foregoing, on July 2, 2026, the Company entered into a Second Amended and Restated Management Agreement (the "Second A&R Management Agreement") with KKR DAV Manager LLC (the "Manager"). The amendment and restatement effects certain changes, including, among other things, the redesignation of Class I Shares as Class I-Series 1 Shares and designation of the Class I-Series 2 Shares, Class I-Series 3 Shares and Class I-Series 4 Shares (together, the "Class I Series"). As amended, the Class I-Series 2 Shares, Class I-Series 3 Shares and Class I-Series 4 Shares will be subject to management fees that differ from the management fee applicable to the existing Class I Shares.
The Manager is an affiliate of the Company.
The foregoing summary description of the Second A&R Management Agreement does not purport to be complete and is qualified in its entirety by reference to the Second A&R Management Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amended and Restated Dealer-Manager Agreement
On July 2, 2026, the Company entered into an Amended and Restated Dealer-Manager Agreement (the "A&R Dealer-Manager Agreement") with KKR Capital Markets LLC (the "Dealer-Manager") to account for, among other things, the redesignation and designation of the Class I Series (as described in Item 5.03 to this Current Report on Form 8-K).
Pursuant to the A&R Dealer-Manager Agreement, the Dealer-Manager will solicit sales of the Company's shares authorized for issue in accordance with the Company's confidential Private Placement Memorandum (the "PPM") and will provide certain administrative and shareholder services to the Company, subject to the terms and conditions set forth in the A&R Dealer-Manager Agreement. The Dealer-Manager will receive certain front-end sales charges, distribution fees, servicing fees and certain other fees as described in the PPM.
The Dealer-Manager is an affiliate of the Company.
The foregoing summary description of the A&R Dealer-Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Dealer-Manager Agreement, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Seventh Amended and Restated Limited Liability Company Agreement
On July 2, 2026, the Company entered into the Seventh Amended and Restated Limited Liability Company Agreement (the "Seventh A&R LLCA"), which amended and restated the Company's Sixth Amended and Restated Limited Liability Company Agreement, dated as of December 4, 2024.
The amendment and restatement effects certain changes, including, among other things, to clarify that the Company is authorized to issue different series of Classes of Shares, to redesignate the outstanding Class I Shares to Class I-Series 1 Shares and to designate three additional series within such Class I Shares, having the terms set forth in the Company's Seventh A&R LLCA.
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The foregoing summary description of the Seventh A&R LLCA does not purport to be complete and is qualified in its entirety by reference to the Seventh A&R LLCA, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On July 2, 2026, by a written consent, KKR Group Assets Holdings III L.P., the Company's sole Class G Member, approved the Seventh A&R LLCA described under Item 5.03 of this Current Report on Form 8-K.
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