KKR Infrastructure Conglomerate LLC

07/28/2025 | Press release | Distributed by Public on 07/28/2025 06:24

Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement
The information set forth in Item 2.03of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On July 24, 2025, certain indirect subsidiaries (collectively, the "Borrowers") of KKR Infrastructure Conglomerate LLC (the "Company") entered into an amendment (the "Amendment") to that certain revolving credit agreement, dated as of April 3, 2024 (as amended on June 16, 2025, and as further amended from time to time, the "Agreement") with Mizuho Bank, Ltd., as joint lead arranger, administrative agent, and collateral agent, KKR Capital Markets LLC, an indirect subsidiary of KKR & Co. Inc. and affiliate of the Company, as joint lead arranger, and the lenders party thereto.
Pursuant to the Amendment, the credit available to the Borrowers was increased by $200 million to an aggregate principal amount of $750 million. The Agreement continues to include an uncommitted accordion feature that allows the Borrowers to increase the commitment to up to $2.0 billion in the aggregate. The Agreement will mature on April 3, 2028, unless there is an earlier termination or an acceleration following an event of default.
Except as described above, the material terms of the Agreement remain unchanged by the Amendment.
Item 3.02. Unregistered Sales of Equity Securities
On July 1, 2025, the Company sold the following unregistered shares (the "Investor Shares") of the Company (with the final number of shares being determined on July 21, 2025) to investors for cash:
Class
Number of Shares Sold (1)
Aggregate Consideration (1)
Class I Shares 3,923,137 $ 114,803,543
Class S Shares 3,440,643 100,759,585
Class D Shares 103,675 3,032,400
Total $ 218,595,528
(1) Share and dollar amounts are rounded to the nearest whole number.
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.
Since inception on June 1, 2023, through the date of this filing, the Company has sold approximately $4,493 million of shares for cash as part of its continuous private offering.
Infrastructure K-Series Platform
The Company acquires interests in infrastructure assets alongside other KKR managed vehicles organized outside of the United States that partially share similar objectives, structures and strategies with the Company (the Company and such other KKR-managed vehicles, collectively, the "Infrastructure K-Series Platform"). On July 1, 2025, the Infrastructure K-Series Platform sold interests for total cash consideration of approximately $453 million. As of the date of this filing, the Infrastructure K-Series Platform has sold interests for total cash consideration of approximately $7,421 million since inception. The amounts disclosed herein do not take into account any share repurchases by the Company or such KKR-managed vehicles or shares issued pursuant to any distribution reinvestment plan.
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