0001140361-20-001758.txt : 20200129 0001140361-20-001758.hdr.sgml : 20200129 20200129183317 ACCESSION NUMBER: 0001140361-20-001758 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200127 FILED AS OF DATE: 20200129 DATE AS OF CHANGE: 20200129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR UPSTREAM LLC CENTRAL INDEX KEY: 0001746584 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 20559369 BUSINESS ADDRESS: STREET 1: C/O KKR, 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KKR, 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBERTS GEORGE R CENTRAL INDEX KEY: 0001081715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 20559370 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 2800 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAVIS HENRY R CENTRAL INDEX KEY: 0001081714 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 20559371 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Management LLP CENTRAL INDEX KEY: 0001472694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 20559372 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: KKR Management LLC DATE OF NAME CHANGE: 20090921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR & Co. Inc. CENTRAL INDEX KEY: 0001404912 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 20559373 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: KKR & Co. L.P. DATE OF NAME CHANGE: 20070627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Group Holdings Corp. CENTRAL INDEX KEY: 0001743754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 20559374 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Group Partnership L.P. CENTRAL INDEX KEY: 0001472698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 20559375 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: KKR Fund Holdings L.P. DATE OF NAME CHANGE: 20090921 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kimbell Royalty Partners, LP CENTRAL INDEX KEY: 0001657788 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 475505475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 TAYLOR ST., SUITE 810 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-887-9976 MAIL ADDRESS: STREET 1: 777 TAYLOR ST., SUITE 810 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 form4.xml FORM 4 X0306 4 2020-01-27 0001657788 Kimbell Royalty Partners, LP KRP 0001472698 KKR Group Partnership L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001743754 KKR Group Holdings Corp. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001404912 KKR & Co. Inc. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001472694 KKR Management LLP C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001081714 KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001081715 ROBERTS GEORGE R 2800 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 true 0001746584 KKR UPSTREAM LLC C/O KKR, 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true Common units representing limited partner interests 2020-01-27 4 C 0 702071 A 702071 I See footnotes Common units representing limited partner interests 2020-01-27 4 C 0 47929 A 47929 I See footnotes Common units representing limited partner interests 2020-01-28 4 S 0 702071 14.8025 D 0 I See footnotes Common units representing limited partner interests 2020-01-28 4 S 0 47929 14.8025 D 0 I See footnotes Common units representing limited partner interests 2020-01-28 4 C 0 3897483 A 3897483 I See footnotes Common units representing limited partner interests 2020-01-28 4 C 0 266076 A 266076 I See footnotes OpCo Units 2020-01-27 4 C 0 702071 0 A Common units representing limited partner interests 702071 3897483 I See footnotes OpCo Units 2020-01-27 4 C 0 47929 0 A Common units representing limited partner interests 47929 266076 I See footnotes OpCo Units 2020-01-28 4 C 0 3897483 0 A Common units representing limited partner interests 3897483 0 I See footnotes OpCo Units 2020-01-28 4 C 0 266076 0 A Common units representing limited partner interests 266076 0 I See footnotes Pursuant to the terms of an Exchange Agreement, dated September 23, 2018, at the request of the holder, each limited liability company unit (an "OpCo Unit") of Kimbell Royalty Operating, LLC ("OpCo"), together with a Class B common unit (a "Class B Unit") of Kimbell Royalty Partners, LP (the "Issuer"), may be redeemed for, at OpCo's election, a newly-issued common unit representing a limited partner interest of the Issuer (a "Common Unit") or the Cash Amount (as defined therein). The OpCo Units do not expire. On January 27, 2020, EIGF Aggregator III LLC ("EIGF Aggregator III") requested that 702,071 OpCo Units and 702,071 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 702,071 Common Units. On January 28, 2020, EIGF Aggregator III requested that 3,897,483 OpCo Units and 3,897,483 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 3,897,483 Common Units. These securities are held by EIGF Aggregator III. EIGF Aggregator LLC ("EIGF Aggregator") is the managing member of EIGF Aggregator III. KKR Energy Income and Growth Fund I L.P. ("KKR Energy Income") is the managing member of EIGF Aggregator. KKR Associates EIGF L.P. ("KKR Associates") is the general partner of KKR Energy Income. On January 27, 2020, TE Drilling Aggregator LLC ("TE Drilling Aggregator") requested that 47,929 OpCo Units and 47,929 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 47,929 Common Units. On January 28, 2020, TE Drilling Aggregator requested that 266,076 OpCo Units and 266,076 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 266,076 Common Units. These securities are held by TE Drilling Aggregator. KKR Energy Income and Growth Fund I-TE L.P. ("KKR Energy Income TE") is the sole member of TE Drilling Aggregator, and KKR Associates EIGF TE L.P. ("KKR Associates TE") is the general partner of KKR Energy Income TE. KKR EIGF LLC ("KKR EIGF") is the general partner of KKR Associates and the general partner of KKR Associates TE. KKR Upstream Associates LLC ("KKR Upstream Associates") is the sole member of KKR EIGF. KKR Group Partnership L.P. ("KKR Group Partnership") and KKR Upstream LLC ("KKR Upstream") are the members of KKR Upstream Associates. KKR Group Partnership is the sole member of KKR Upstream. KKR Group Holdings Corp. ("KKR Group Holdings") is the general partner of KKR Group Partnership. KKR & Co. Inc. ("KKR & Co.") is the sole shareholder of KKR Group Holdings. KKR Management LLP ("KKR Management") is the Class B shareholder of KKR & Co. Messrs. Kravis and Roberts are the founding partners of KKR Management. Each of the persons referred to in the above footnotes are collectively referred to herein as the "Reporting Persons." 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. Exhibit List: Exhibit 24.1 - Power of Attorney Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. KKR GROUP PARTNERSHIP L.P. By: KKR Group Holdings Corp., its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 2020-01-29 KKR UPSTREAM LLC By: /s/ David C. Rockecharlie Name: David C. Rockecharlie Title: Vice President 2020-01-29 KKR GROUP HOLDINGS CORP. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 2020-01-29 KKR & CO. INC. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 2020-01-29 KKR MANAGEMENT LLP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 2020-01-29 HENRY R. KRAVIS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 2020-01-29 GEORGE R. ROBERTS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 2020-01-29 EX-24.1 2 ex24_1.htm EXHIBIT 24.1
Exhibit 24.1

Power of Attorney

Know all men by these presents that Robert H. Lewin does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 
By:
    /s/ Robert H. Lewin
 
Name: Robert H. Lewin
   
 
Date: January 14, 2020