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