4//SEC Filing
KKR Financial Holdings LLC 4
Accession 0001140361-23-033060
CIK 0001866175operating
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 4:17 PM ET
Size
23.4 KB
Accession
0001140361-23-033060
Insider Transaction Report
Form 4
Independence Energy Aggregator L.P.
10% Owner
Transactions
- Conversion
Crescent Energy OpCo LLC Units
2023-06-30−27,597,199→ 54,234,496 total(indirect: See footnotes)→ Class A Common Stock (27,597,199 underlying) - Conversion
Class A Common Stock
2023-06-30+27,597,199→ 27,597,199 total(indirect: See footnotes) - Other
Class B Common Stock
2023-06-30−27,597,199→ 54,234,496 total(indirect: See footnotes) - Other
Class A Common Stock
2023-07-03−27,597,199→ 0 total(indirect: See footnotes)
Holdings
- 572,354(indirect: See footnotes)
Class A Common Stock
Footnotes (7)
- [F1]Shares of Class B Common Stock of Crescent Energy Company (the "Issuer") have no economic rights but entitle its holder to one vote per share of Class B Common Stock on all matters to be voted on by shareholders generally.
- [F2]Reflects securities held directly by Independence Energy Aggregator L.P. ("IE Aggregator"). Independence Energy Aggregator GP LLC is the general partner of IE Aggregator. KKR Upstream Associates LLC is the sole member of Independence Energy Aggregator GP LLC.
- [F3]Reflects securities held directly by KKR Upstream Associates LLC.
- [F4]KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC are the controlling members of KKR Upstream Associates LLC. KKR Group Assets III GP LLC is the general partner of KKR Group Assets Holdings III L.P. KKR Group Partnership L.P. is the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
- [F5]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
- [F6]The terms of the Amended and Restated Limited Liability Company of Crescent Energy OpCo LLC ("OpCo") provide certain holders of units of OpCo ("OpCo LLC Units") with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units (the "Redemption Right") for, at OpCo's election, (a) shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed, subject to conversion rate adjustments for any equity split, equity distribution, reclassification or other similar transaction, or (b) an equivalent amount of cash based on the trading price of a share of Class A Common Stock of the Issuer on the trading day that is immediately prior to the date of the redemption. In connection with any redemption of OpCo LLC Units pursuant to the Redemption Right, the corresponding number of shares of the Class B Common Stock will be cancelled. The OpCo LLC Units and the Redemption Right have no expiration date.
- [F7]On June 30, 2023, IE Aggregator converted 27,597,199 shares of Class B Common Stock and OpCo LLC Units into an equal number of shares of Class A Common Stock. On July 3, 2023, IE Aggregator made an in-kind distribution of 27,597,199 shares of Class A Common Stock to certain of its indirect limited partners (the "IE Aggregator Distribution"). The IE Aggregator Distribution was made solely to unaffiliated third parties and does not represent any sale of shares of Class A Common Stock by affiliates of KKR or funds or accounts managed by KKR or its affiliates.
Documents
Issuer
Crescent Energy Co
CIK 0001866175
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001386926
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 4:17 PM ET
- Size
- 23.4 KB