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SEC Comment Letter 0000000000-22-012733 to KKR Infrastructure Conglomerate LLC (CIK 0001948056)

KKR Infrastructure Conglomerate LLC (CIK 0001948056)
Date: Nov. 23, 2022 · CIK: 0001948056 · Accession: 0000000000-22-012733

AI Filing Summary & Sentiment

File numbers found in text: 000-56484

Date
November 23, 2022
Author
Not clearly detected
Form
UPLOAD
Company
KKR Infrastructure Conglomerate LLC (CIK 0001948056)

Letter

United States securities and exchange commission logo November 23, 2022 Raj Agrawal Sole Director KKR Infrastructure Conglomerate LLC 30 Hudson Yards New York, NY 10001 Re:KKR Infrastructure Conglomerate LLC Registration Statement on Form 10-12G Filed October 28, 2022 File No. 000-56484 Dear Raj Agrawal: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to these comments, we may have additional comments. Registration Statement on Form 10-12G filed October 28, 2022 Item 1. Business, page 1 1.Please elaborate on the nature of the infrastructure assets you intend to hold through the Joint Ventures. We note that your defined term "Infrastructure Assets" includes entities through which infrastructure assets or businesses will be held. Our Administrator, page 8 2.Please disclose the amount of the monthly fee or explain how it is calculated, and disclose the minimum annual fee payable to the Administrator.

FirstName LastNameRaj Agrawal Comapany NameKKR Infrastructure Conglomerate LLC November 23, 2022 Page 2 FirstName LastName Raj Agrawal KKR Infrastructure Conglomerate LLC November 23, 2022 Page 2 Share Repurchases, page 14 3.Please provide us with your analysis as to the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase program. 4.It appears that you may conduct the share repurchase program during the continuous private offering of shares described on page 17. Please be advised that you are responsible for analyzing the applicability of Regulation M to your repurchase program. We urge you to consider all the elements of your repurchase program in determining whether the program is consistent with the class exemptive letter granted to Alston & Bird LLP dated October 22, 2007. Item 1A. Risk Factors, page 34 5.We note your risk factor disclosure on page 54 that you may amend the LLC Agreement without shareholder approval. Please include disclosure about how you intend to notify shareholders of any changes to your LLC Agreement. Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Unitholder Matters, page 116 6.Please revise your disclosure throughout your registration statement to clarify who maintains responsibility for calculating the monthly NAV. We note disclosure here that "[t]he Company determines the NAV of its shares no less frequently than monthly," which conflicts with your statement on page 113 that "[t]he Company's NAV will generally be determined by the Manager based in part on valuations of the Company's assets..." Please also tell us whether any third party will expertise its any of the quantitative NAV disclosures, such as valuation of the company's assets. 7.Please disclose how the company intends to disseminate the monthly NAV to shareholders, here and in your discussion of share repurchases on page 14. Please also provide us supplementally with your template for future NAV disclosures. Item 10. Recent Sales of Unregistered Securities, page 117 8.Please reconcile your disclosure on page 117 that "KKR purchased $40 of Class G Shares" with your disclosure on page 66 and elsewhere in the registration statement that that "KKR and its subsidiaries have made an initial capital contribution of $1,000 in cash, in exchange for 40 Class G Shares." We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Howard Efron at 202-551-3439 or Kristina Marrone at 202-551-3529 if you have questions regarding comments on the financial statements and related matters. Please

FirstName LastNameRaj Agrawal Comapany NameKKR Infrastructure Conglomerate LLC November 23, 2022 Page 3 FirstName LastName Raj Agrawal KKR Infrastructure Conglomerate LLC November 23, 2022 Page 3 contact Isabel Rivera at 202-551-3518 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Mark Brod

Show Raw Text
United States securities and exchange commission logo
November 23, 2022
Raj Agrawal
Sole Director
KKR Infrastructure Conglomerate LLC
30 Hudson Yards
New York, NY 10001
Re:KKR Infrastructure Conglomerate LLC
Registration Statement on Form 10-12G
Filed October 28, 2022
File No. 000-56484
Dear Raj Agrawal:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G filed October 28, 2022
Item 1. Business, page 1
1.Please elaborate on the nature of the infrastructure assets you intend to hold through the
Joint Ventures.  We note that your defined term "Infrastructure Assets" includes entities
through which infrastructure assets or businesses will be held.
Our Administrator, page 8
2.Please disclose the amount of the monthly fee or explain how it is calculated, and disclose
the minimum annual fee payable to the Administrator.

 FirstName LastNameRaj Agrawal
 Comapany NameKKR Infrastructure Conglomerate LLC
 November 23, 2022 Page 2
 FirstName LastName
Raj Agrawal
KKR Infrastructure Conglomerate LLC
November 23, 2022
Page 2
Share Repurchases, page 14
3.Please provide us with your analysis as to the applicability of the tender offer rules,
including Rule 13e-4 and Regulation 14E, to your share repurchase program.
4.It appears that you may conduct the share repurchase program during the continuous
private offering of shares described on page 17.  Please be advised that you are
responsible for analyzing the applicability of Regulation M to your repurchase program.
We urge you to consider all the elements of your repurchase program in determining
whether the program is consistent with the class exemptive letter granted to Alston & Bird
LLP dated October 22, 2007.
Item 1A. Risk Factors, page 34
5.We note your risk factor disclosure on page 54 that you may amend the LLC Agreement
without shareholder approval.  Please include disclosure about how you intend to notify
shareholders of any changes to your LLC Agreement.
Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related
Unitholder Matters, page 116
6.Please revise your disclosure throughout your registration statement to clarify who
maintains responsibility for calculating the monthly NAV.  We note disclosure here that
"[t]he Company determines the NAV of its shares no less frequently than monthly," which
conflicts with your statement on page 113 that "[t]he Company's NAV will generally be
determined by the Manager based in part on valuations of the Company's assets..."  Please
also tell us whether any third party will expertise its any of the quantitative NAV
disclosures, such as valuation of the company's assets.
7.Please disclose how the company intends to disseminate the monthly NAV to
shareholders, here and in your discussion of share repurchases on page 14.  Please also
provide us supplementally with your template for future NAV disclosures.
Item 10. Recent Sales of Unregistered Securities, page 117
8.Please reconcile your disclosure on page 117 that "KKR purchased $40 of Class G
Shares" with your disclosure on page 66 and elsewhere in the registration statement that
that "KKR and its subsidiaries have made an initial capital contribution of $1,000 in cash,
in exchange for 40 Class G Shares."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Howard Efron at 202-551-3439 or Kristina Marrone at 202-551-3529 if
you have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastNameRaj Agrawal
 Comapany NameKKR Infrastructure Conglomerate LLC
 November 23, 2022 Page 3
 FirstName LastName
Raj Agrawal
KKR Infrastructure Conglomerate LLC
November 23, 2022
Page 3
contact Isabel Rivera at 202-551-3518 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mark Brod