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SEC Comment Letter 0000000000-23-006430 to KKR Private Equity Conglomerate LLC (CIK 0001957845)

KKR Private Equity Conglomerate LLC (CIK 0001957845)
Date: June 14, 2023 · CIK: 0001957845 · Accession: 0000000000-23-006430

AI Filing Summary & Sentiment

File numbers found in text: 000-56540

Date
June 14, 2023
Author
Office of Finance
Form
UPLOAD
Company
KKR Private Equity Conglomerate LLC (CIK 0001957845)

Letter

United States securities and exchange commission logo June 14, 2023 Alisa A. Wood Co-Chief Executive Officer KKR Private Equity Conglomerate LLC 50 Hudson Yards New York, NY 10001 Re:KKR Private Equity Conglomerate LLC Amendment No. 2 to Registration Statement on Form 10-12G Filed June 12, 2023 Amendment No. 1 to Registration Statement on Form 10-12G Filed May 31, 2023 File No. 000-56540 Dear Alisa A. Wood: 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. Amendment No. 2 to Registration Statement on Form 10-12G General 1.We note your response to comment 5 and reissue in part. Please revise your summary and business sections to provide balancing disclosure relating to KKR business activities clarifying that they are past activities of an entity that is neither your parent nor subsidiary. Item 1. Business General Development of Business, page 1 2.We note your response to comment 13 and reissue in part. Please significantly revise your

FirstName LastNameAlisa A. Wood Comapany NameKKR Private Equity Conglomerate LLC June 14, 2023 Page 2 FirstName LastNameAlisa A. Wood KKR Private Equity Conglomerate LLC June 14, 2023 Page 2 business section to provide specific details of your planned business. Include a detailed plan of operations for the next twelve months. In the discussion of each of your planned activities, include specific information regarding each material event or step required to pursue each of your planned activities, including any contingencies such as raising additional funds, and the timelines and associated costs accompanying each proposed step in your business plan. In addition, provide further detail regarding your process for identifying target companies. 3.We note your response to comment 16 and reissue in part. We note the following statements on page 1: •"[you] expect that [you] will own nearly all of [y]our portfolio companies through Joint Ventures alongside one or more KKR Vehicles"; •"[you] plan to own all or substantially all of [y]our portfolio companies directly or indirectly through [y]our wholly-owned operating subsidiary, K-PEC Holdings LLC"; •"[you] expect to hold [y]our portfolio companies and Joint Ventures through one or more corporations, limited liability companies or limited partnerships"; •"[you] expect that most of [y]our Joint Ventures will own a majority of, and/or have primary control over, the underlying portfolio company"; and •"[you] and the applicable KKR Vehicle will hold the interests in each portfolio company as co-general partners." Please revise your disclosure for consistency by providing clear disclosure about how you intend to own target companies you acquire. Risk Factors, page 44 4.We note your response to our prior comment 10 and reissue in part. Please add a risk factor describing your exclusive forum provision and state that there is uncertainty as to whether a court would enforce such provision. Because this provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. 5.We note your response to our prior comment 21 and reissue in part. We note your disclosure that your management agreement will require you to redeem "KKR Shares" if the agreement is terminated. Please include risk factor disclosure discussing material risks to investors related to this provision of the management agreement. Classes of Shares, page 167 6.We note your response to comment 28 and reissue. Please revise this section to describe each class of your securities clearly under its separate subheading, listing various characteristics of each class of securities.

FirstName LastNameAlisa A. Wood Comapany NameKKR Private Equity Conglomerate LLC June 14, 2023 Page 3 FirstName LastName Alisa A. Wood KKR Private Equity Conglomerate LLC June 14, 2023 Page 3 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 Marc Thomas at (202) 551-3452 or Robert Klein at (202) 551-3847 if you have questions regarding comments on the financial statements and related matters. Please contact Robert Arzonetti at (202) 551-8819 or Tonya Aldave at (202) 551-3601 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Mark Brod, Esq.

Show Raw Text
United States securities and exchange commission logo
June 14, 2023
Alisa A. Wood
Co-Chief Executive Officer
KKR Private Equity Conglomerate LLC
50 Hudson Yards
New York, NY 10001
Re:KKR Private Equity Conglomerate LLC
Amendment No. 2 to Registration Statement on Form 10-12G
Filed June 12, 2023
Amendment No. 1 to Registration Statement on Form 10-12G
Filed May 31, 2023
File No. 000-56540
Dear Alisa A. Wood:
            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.
Amendment No. 2 to Registration Statement on Form 10-12G
General
1.We note your response to comment 5 and reissue in part. Please revise your summary and
business sections to provide balancing disclosure relating to KKR business activities
clarifying that they are past activities of an entity that is neither your parent nor
subsidiary.
Item 1. Business
General Development of Business, page 1
2.We note your response to comment 13 and reissue in part. Please significantly revise your

 FirstName LastNameAlisa A.  Wood
 Comapany NameKKR Private Equity Conglomerate LLC
 June 14, 2023 Page 2
 FirstName LastNameAlisa A.  Wood
KKR Private Equity Conglomerate LLC
June 14, 2023
Page 2
business section to provide specific details of your planned business. Include a detailed
plan of operations for the next twelve months. In the discussion of each of your planned
activities, include specific information regarding each material event or step required to
pursue each of your planned activities, including any contingencies such as raising
additional funds, and the timelines and associated costs accompanying each proposed step
in your business plan. In addition, provide further detail regarding your process for
identifying target companies.
3.We note your response to comment 16 and reissue in part. We note the following
statements on page 1:
•"[you] expect that [you] will own nearly all of [y]our portfolio companies through
Joint Ventures alongside one or more KKR Vehicles";
•"[you] plan to own all or substantially all of [y]our portfolio companies directly or
indirectly through [y]our wholly-owned operating subsidiary, K-PEC Holdings
LLC";
•"[you] expect to hold [y]our portfolio companies and Joint Ventures through one or
more corporations, limited liability companies or limited partnerships";
•"[you] expect that most of [y]our Joint Ventures will own a majority of, and/or have
primary control over, the underlying portfolio company"; and
•"[you] and the applicable KKR Vehicle will hold the interests in each portfolio
company as co-general partners."
Please revise your disclosure for consistency by providing clear disclosure about how you
intend to own target companies you acquire.
Risk Factors, page 44
4.We note your response to our prior comment 10 and reissue in part. Please add a risk
factor describing your exclusive forum provision and state that there is uncertainty as to
whether a court would enforce such provision. Because this provision applies to Securities
Act claims, please also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. In that regard, we note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.
5.We note your response to our prior comment 21 and reissue in part. We note your
disclosure that your management agreement will require you to redeem "KKR Shares" if
the agreement is terminated. Please include risk factor disclosure discussing material risks
to investors related to this provision of the management agreement.
Classes of Shares, page 167
6.We note your response to comment 28 and reissue. Please revise this section to describe
each class of your securities clearly under its separate subheading, listing various
characteristics of each class of securities.

 FirstName LastNameAlisa A.  Wood
 Comapany NameKKR Private Equity Conglomerate LLC
 June 14, 2023 Page 3
 FirstName LastName
Alisa A.  Wood
KKR Private Equity Conglomerate LLC
June 14, 2023
Page 3
            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 Marc Thomas at (202) 551-3452 or Robert Klein at (202) 551-3847 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Robert Arzonetti at (202) 551-8819 or Tonya Aldave at (202) 551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Mark Brod, Esq.