Results
KKR Infrastructure Conglomerate LLC
07/02/2026 | Press release | Distributed by Public on 07/02/2026 14:34
Material Agreement, Proxy Results, Amendments to Bylaws (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement
KKR Infrastructure 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.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Sixth Amended and Restated Limited Liability Company Agreement
On July 2, 2026, the Company entered into the Sixth Amended and Restated Limited Liability Company Agreement (the "Sixth A&R LLCA"), which amended and restated the Company's Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 15, 2023.
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 Sixth A&R LLCA.
The foregoing summary description of the Sixth A&R LLCA does not purport to be complete and is qualified in its entirety by reference to the Sixth 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 Sixth A&R LLCA described under Item 5.03 of this Current Report on Form 8-K.
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