0001140361-24-012663.txt : 20240311 0001140361-24-012663.hdr.sgml : 20240311 20240311173701 ACCESSION NUMBER: 0001140361-24-012663 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240311 FILED AS OF DATE: 20240311 DATE AS OF CHANGE: 20240311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Financial Holdings LLC CENTRAL INDEX KEY: 0001386926 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 24739363 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (415) 315-3620 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR UPSTREAM ASSOCIATES LLC CENTRAL INDEX KEY: 0001746582 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 24739360 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: Independence Energy Aggregator L.P. CENTRAL INDEX KEY: 0001868340 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 24739364 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREEET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 481-7782 MAIL ADDRESS: STREET 1: 600 TRAVIS STREEET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Group Assets Holdings III L.P. CENTRAL INDEX KEY: 0001868946 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 24739362 BUSINESS ADDRESS: STREET 1: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 750-8300 MAIL ADDRESS: STREET 1: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Independence Energy Aggregator GP LLC CENTRAL INDEX KEY: 0001868377 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 24739359 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREEET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 481-7782 MAIL ADDRESS: STREET 1: 600 TRAVIS STREEET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Group Assets III GP LLC CENTRAL INDEX KEY: 0001868421 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 24739361 BUSINESS ADDRESS: STREET 1: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 750-8300 MAIL ADDRESS: STREET 1: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Crescent Energy Co CENTRAL INDEX KEY: 0001866175 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 481-7782 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: IE PubCo Inc. DATE OF NAME CHANGE: 20210607 4 1 form4.xml FORM 4 X0508 4 2024-03-11 0001866175 Crescent Energy Co CRGY 0001868340 Independence Energy Aggregator L.P. 600 TRAVIS STREET, SUITE 7200 HOUSTON TX 77002 true 0001386926 KKR Financial Holdings LLC 30 HUDSON YARDS NEW YORK NY 10001 true 0001868946 KKR Group Assets Holdings III L.P. 30 HUDSON YARDS NEW YORK NY 10001 true 0001868421 KKR Group Assets III GP LLC 30 HUDSON YARDS NEW YORK NY 10001 true 0001746582 KKR UPSTREAM ASSOCIATES LLC 30 HUDSON YARDS NEW YORK NY 10001 true 0001868377 Independence Energy Aggregator GP LLC 600 TRAVIS STREET, SUITE 7200 HOUSTON TX 77002 true false Class B Common Stock 2024-03-11 4 J 0 2300000 D 48934496 I See footnotes Class B Common Stock 2024-03-11 4 J 0 13800000 0 D 35134496 I See footnotes Class A Common Stock 2024-03-11 4 C 0 13800000 0 A 13800000 I See footnotes Class A Common Stock 2024-03-11 4 S 0 13800000 9.87 D 0 I See footnotes Class A Common Stock 572354 I See footnotes Crescent Energy OpCo LLC Units 2024-03-11 4 S 0 2300000 9.87 D Class A Common Stock 2300000 48934496 I See footnotes Crescent Energy OpCo LLC Units 2024-03-11 4 C 0 13800000 0 D Class A Common Stock 13800000 35134496 I See footnotes 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. Represents 2,300,000 units of Crescent Energy OpCo LLC ("OpCo") transferred to the Issuer by the Reporting Person and an equal number of shares of Class B Common Stock subsequently forfeited by the Reporting Person and canceled by the Issuer in exchange for $9.87 per unit of OpCo ("OpCo LLC Unit") (the "OpCo Unit Repurchase"). On March 11, 2024, IE Aggregator completed the OpCo Unit Repurchase pursuant to a Repurchase Agreement, dated March 6, 2024, by and among IE Aggregator, OpCo and, for the purposes of consent to the transfer of OpCo LLC Units, the Issuer (the "Repurchase Agreement"). 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. Reflects securities held directly by KKR Upstream Associates LLC. 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. 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. The terms of the Amended and Restated Limited Liability Company Agreement of OpCo provide certain holders of the OpCo LLC Units with the right 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, together with an equal number of shares of Class B Common Stock (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassification and similar transactions), or (b) cash. 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. On March 11, 2024, IE Aggregator converted 13,800,000 shares of Class B Common Stock and OpCo LLC Units into 13,800,000 shares of Class A Common Stock. On March 11, 2024, IE Aggregator sold 13,800,000 shares of Class A Common Stock at a price per share of $9.87 in an underwritten public offering. This amount represents the $10.50 secondary price per share of Class A Common Stock of the Issuer less the underwriting discount of $0.63 per share for shares sold by IE Aggregator in connection with an underwritten public offering. 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 Person have filed a separate Form 4. INDEPENDENCE ENERGY AGGREGATOR L.P., By: Independence Energy Aggregator GP LLC, its general partner, By: /s/Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary 2024-03-11 KKR FINANCIAL HOLDINGS LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Secretary 2024-03-11 KKR GROUP ASSETS HOLDINGS III L.P., By: KKR Group Assets III GP LLC, its general partner, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Secretary 2024-03-11 KKR GROUP ASSETS III GP LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Secretary 2024-03-11 KKR UPSTREAM ASSOCIATES LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary 2024-03-11 INDEPENDENCE ENERGY AGGREGATOR GP LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary 2024-03-11