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): September 27, 2024
KKR Infrastructure Conglomerate LLC
(Exact name of registrant as specified in its charter)
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| Delaware | 000-56484 | 92-0477563 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None. | None. | None. |
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 1.01. Entry into a Material Definitive Agreement
The information set form in Item 2.03 of 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 September 30, 2024, 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, 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 $150 million to an aggregate principal amount of $300 million. The Agreement continues to include an uncommitted accordion feature that allows the Borrowers to increase the commitment to up to $1.0 billion in the aggregate. The Agreement will mature on April 2, 2027, 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 8.01. Other Events
On September 27, 2024, the Company declared distributions on the following classes of the Company’s shares in the amounts per share set forth below:
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| Class | | Net Distribution | |
| Class I Shares | | $ | 0.3000 | | |
| Class S Shares | | $ | 0.2401 | | |
| Class U Shares | | $ | 0.2402 | | |
| Class R-D Shares | | $ | 0.2824 | | |
| Class R Shares | | $ | 0.3000 | | |
| Class D Shares | | $ | 0.2824 | | |
| Class E Shares | | $ | 0.3000 | | |
| Class F Shares | | $ | 0.3000 | | |
The distributions for each class of shares are payable to holders of record at the close of business on September 30, 2024 and will be paid on or about October 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.
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.
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| | KKR INFRASTRUCTURE CONGLOMERATE LLC |
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| | /s/ Sung Bum Cho |
| Date: October 1, 2024 | | Name: Sung Bum Cho |
| | Title: General Counsel & Secretary |
