KKR Real Estate Select Trust Inc.
|
(Name of Issuer)
|
Class I Shares of Common Stock, $0.001 per share
|
(Title of Class of Securities)
|
49836N502
|
(CUSIP Number)
|
Christopher Lee, Esq.
Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, NY 10001
(212) 750-8300
with a copy to:
Benjamin Wells, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
April 30, 2023
|
(Date of Event Which Requires Filing of this Statement)
|
*
|
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No. 49836N502
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Alternative Assets LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
6,843,717.542
|
||||
8
|
SHARED VOTING POWER
|
|||
0
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,843,717.542
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,843,717.542
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
42.37%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
OO
|
||||
CUSIP No. 49836N502
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Group Assets Holdings II L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
6,843,717.542
|
||||
8
|
SHARED VOTING POWER
|
|||
0
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,843,717.542
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,843,717.542
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
42.37%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
PN
|
||||
CUSIP No. 49836N502
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Group Assets II GP LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
6,843,717.542
|
||||
8
|
SHARED VOTING POWER
|
|||
0
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,843,717.542
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,843,717.542
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
42.37%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
OO
|
||||
CUSIP No. 49836N502
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Group Partnership L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Cayman Islands
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
6,843,717.542
|
||||
8
|
SHARED VOTING POWER
|
|||
0
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,843,717.542
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,843,717.542
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
42.37%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
PN
|
||||
CUSIP No. 49836N502
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Group Holdings Corp.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
6,843,717.542
|
||||
8
|
SHARED VOTING POWER
|
|||
0
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,843,717.542
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,843,717.542
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
42.37%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
CO
|
||||
CUSIP No. 49836N502
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Group Co. Inc.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
6,843,717.542
|
||||
8
|
SHARED VOTING POWER
|
|||
0
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,843,717.542
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,843,717.542
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
42.37%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
CO
|
||||
CUSIP No. 49836N502
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR & Co. Inc.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
6,843,717.542
|
||||
8
|
SHARED VOTING POWER
|
|||
0
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,843,717.542
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,843,717.542
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
42.37%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
CO
|
||||
CUSIP No. 49836N502
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Management LLP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
6,843,717.542
|
||||
8
|
SHARED VOTING POWER
|
|||
0
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,843,717.542
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,843,717.542
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
42.37%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
PN
|
||||
CUSIP No. 49836N502
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|||
Henry R. Kravis
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
6,843,717.542
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
6,843,717.542
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,843,717.542
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
42.37%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
IN
|
||||
CUSIP No. 49836N502
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|||
George R. Roberts
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
6,843,717.542
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
6,843,717.542
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,843,717.542
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
42.37%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
IN
|
||||
Item 2. |
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Considerations.
|
Item 5. |
Interest in Securities of the Issuer.
|
Dated: May 2, 2023
|
||
KKR ALTERNATIVE ASSETS LLC
|
||
By:
|
/s/ Christopher Lee
|
|
Name: Christopher Lee
|
||
Title: Attorney-in-fact for Robert H. Lewin,
|
||
Chief Financial Officer
|
||
KKR GROUP ASSETS HOLDINGS II L.P.
|
||
By:
|
KKR Group Assets II GP LLC, its general
partner
|
|
By:
|
/s/ Christopher Lee
|
|
Name: Christopher Lee
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR GROUP ASSETS II GP LLC
|
||
By:
|
/s/ Christopher Lee
|
|
Name: Christopher Lee
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR GROUP PARTNERSHIP L.P.
|
||
By:
|
KKR Group Holdings Corp., its general
partner
|
|
By:
|
/s/ Christopher Lee
|
|
Name: Christopher Lee
|
||
Title: Assistant Secretary
|
||
KKR GROUP HOLDINGS CORP.
|
||
By:
|
/s/ Christopher Lee
|
|
Name: Christopher Lee
|
||
Title: Assistant Secretary
|
||
KKR GROUP CO. INC.
|
||
By:
|
/s/ Christopher Lee
|
|
Name: Christopher Lee
|
||
Title: Assistant Secretary
|
KKR & CO. INC.
|
||
By:
|
/s/ Christopher Lee
|
|
Name: Christopher Lee
|
||
Title: Assistant Secretary
|
||
KKR MANAGEMENT LLP
|
||
By:
|
/s/ Christopher Lee
|
|
Name: Christopher Lee
|
||
Title: Assistant Secretary
|
||
HENRY R. KRAVIS
|
||
By:
|
/s/ Christopher Lee
|
|
Name: Christopher Lee
|
||
Title: Attorney-in-fact
|
||
GEORGE R. ROBERTS
|
||
By:
|
/s/ Christopher Lee
|
|
Name: Christopher Lee
|
||
Title: Attorney-in-fact
|