Shareholders’ Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Shareholders’ Equity

Shareholders’ Equity

The following table is a summary of the Shares issued and repurchased during the three months ended March 31, 2024 and Shares outstanding as of March 31, 2024:

	Shares Outstanding as of December 31, 2023	Shares Issued During the Period	Shares Repurchased During the Period	Shares Issued Upon Reinvestment of Distributions During the Period	Transfers In	Transfers Out	Shares Outstanding as of March 31, 2024
Class I Shares	131,691	7,702	—	—	—	(131,691)	7,702
Class U Shares	28,088,229	8,801,462	(4,060)	152,681	—	(19,175)	37,019,137
Class R-D Shares	353,076	113,222	—	2,577	—	—	468,875
Class R Shares	16,671,146	5,973,145	(9,644)	112,345	150,856	—	22,897,848
Class D Shares	380	—	—	4	—	—	384
Class R-S Shares	—	27,062	—	—	—	—	27,062
Class E Shares	40	—	—	—	—	—	40
Class F Shares	49,830	1,376	—	11	—	—	51,217
Class G Shares	40	—	—	—	—	—	40
Class H Shares	40	—	—	—	—	—	40
Total	45,294,472	14,923,969	(13,704)	267,618	150,856	(150,866)	60,472,345

Distribution Reinvestment Plan

The Company adopted a Distribution Reinvestment Plan (the “DRIP”) in which cash distributions to holders of the Company’s Shares will automatically be reinvested in additional whole and fractional Shares attributable to the class of Shares that a Shareholder owns unless such holders elect to receive distributions in cash. Shareholders may terminate their participation in the DRIP with prior written notice to us. Under the DRIP, Shareholders’ distributions are reinvested in Shares of the same class owned by the Shareholder for a purchase price equal to the most recently available NAV per Share. Shareholders will not pay a sales load when purchasing Shares under the DRIP; however, Class S Shares, Class D Shares, Class U Shares, Class R-S Shares and Class R-D Shares, including those issued under the DRIP, will be subject to applicable ongoing distribution and/or servicing fees.

Share Repurchases

The Company offers a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that the Company repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchased under its share repurchase plan, or none at all, in its discretion at any time. In addition, the aggregate net asset value (“NAV”) of total repurchases of Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-S Shares, Class R-D Shares, Class R Shares and/or Class F Shares under its share repurchase plan will be limited to no more than 5% of our aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter).

On February 5, 2024, the Company received requests for the repurchase of approximately $369 of the Company’s Shares.

The following table summarizes the Shares repurchased on February 5, 2024:

Class	Repurchase Price per Share		Number of Shares Repurchased	Gross Consideration		5% Early Repurchase Fee		Net Consideration
Class U Shares	$	26.94	4,060	$	109	$	5	$	104
Class R Shares	$	26.96	9,644	260		13		247
Total			13,704	$	369	$	18	$	351

Repurchase Arrangement for Class E Shares held by KKR

Pursuant to the Company’s KKR Share Repurchase Arrangement, effective April 28, 2023 (as amended, the “KKR Share Repurchase Arrangement”), on the last calendar day of each month, the Company offers to repurchase Class E Shares from KKR having an aggregate NAV (the “Monthly Repurchase Amount”) equal to (i) the net proceeds from new subscriptions accepted during such month less (ii) the aggregate repurchase amount (excluding any amount of the aggregate repurchase price paid using Excess Operating Cash Flow (defined below)) of Shares repurchased by the Company during such month pursuant to our share repurchase plan. In addition to the Monthly Repurchase Amount for the applicable month, the Company will offer to repurchase any Monthly Repurchase Amounts from prior months that have not yet been repurchased. The price per Class E Share for repurchases from KKR will be the transaction price in effect for the Class E Shares at the time of repurchase. This repurchase arrangement is not subject to any time limit and will continue until the Company has repurchased all of KKR’s Class E Shares. Other than the Monthly Repurchase Amount limitation, the share repurchase arrangement for KKR is not subject to the repurchase limitations in our share repurchase plan. “Excess Operating Cash Flow” means, for any given quarter, the Company’s net cash provided by operating activities, if any, less any amounts of such cash used, or designated for use, to pay distributions to Shareholders.

Notwithstanding the foregoing, no repurchase offer will be made to KKR during any month in which (1) the 5% quarterly repurchase limitation of its share repurchase plan has been decreased or (2) the full amount of all Shares requested to be repurchased under our share repurchase plan is not repurchased. Additionally, the Company may elect not to offer to repurchase shares from KKR, or may offer to purchase less than the Monthly Repurchase Amount, if, in the Company’s judgment, the Company determines that offering to repurchase the full Monthly Repurchase Amount would place an undue burden on the Company’s liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole. Further, the Company’s Board may modify, suspend or terminate this share repurchase arrangement if it deems such action to be in the Company’s best interests and the best interests of its Shareholders. KKR will not request that its Class E Shares be repurchased under our share repurchase plan.

For the three months ended March 31, 2024, pursuant to the KKR Share Repurchase Arrangement, the Company did not repurchase any Class E Shares of the Company from KKR.

Distributions

Each class of the Company’s shares receives the same gross distribution per share, when distributions are declared on such class. The net distribution varies for each class based on the estimated applicable shareholder servicing fees and distribution fees, which is deducted from the quarterly distribution per share and paid directly to the Dealer-Manager on a quarterly basis in arrears, as they become contractually due.

The following table details aggregate distributions per share declared for each applicable class of the Company’s shares:

	For the Three Months Ended March 31, 2024
	Class I Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares
Aggregate gross distributions declared per share	$	0.2800	$	0.2800	$	0.2800	$	0.2800	$	0.2800	$	0.2800	$	0.2800	$	0.2800
Shareholder servicing fees and distribution fees	$	—	$	0.0579	$	0.0170	$	—	$	0.0170	$	0.0580	$	—	$	—
Net distributions declared per share	$	0.2800	$	0.2221	$	0.2630	$	0.2800	$	0.2630	$	0.2220	$	0.2800	$	0.2800

The distributions for each class of shares were payable to holders of record at the close of business on March 31, 2024, with payments on April 24, 2024. The net distributions will be paid in cash or reinvested in shares of the Company for shareholders participating in the Company’s DRIP.