SEC Comment Letter 0000000000-23-007370 to KKR Private Equity Conglomerate LLC (CIK 0001957845)
KKR Private Equity Conglomerate LLC (CIK 0001957845)
Date: July 11, 2023 · CIK: 0001957845 · Accession: 0000000000-23-007370
AI Filing Summary & Sentiment
File numbers found in text: 000-56540
Letter
United States securities and exchange commission logo July 11, 2023 Alisa A. Wood Co-Chief Executive Officer KKR Private Equity Conglomerate LLC 30 Hudson Yards New York, NY 10001 Re:KKR Private Equity Conglomerate LLC Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G Filed June 26, 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. Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G General 1.We note your disclosure related to the risks of being deemed an investment company. Please revise your business and MD&A sections to explain how you will structure your investments to avoid being deemed an investment company, state whether management believes those steps are adequate, and tell us if management has relied on any supporting documents, such as opinion of counsel, in reaching such conclusion. Classes of Shares, page 169 2.We note your response to comment 6 and reissue in part. Please revise this section to describe material rights of each class of your "KKR Shares." In this regard, we note that your disclosure for the KKR Shares states that they have "special rights and
FirstName LastNameAlisa A. Wood Comapany NameKKR Private Equity Conglomerate LLC July 11, 2023 Page 2 FirstName LastName Alisa A. Wood KKR Private Equity Conglomerate LLC July 11, 2023 Page 2 privileges," but you do not describe these rights and privileges. Refer to Item 202(a)(1) of Regulation S-K. 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
July 11, 2023
Alisa A. Wood
Co-Chief Executive Officer
KKR Private Equity Conglomerate LLC
30 Hudson Yards
New York, NY 10001
Re:KKR Private Equity Conglomerate LLC
Post-Effective Amendment No. 1 to
Registration Statement on Form 10-12G
Filed June 26, 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.
Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G
General
1.We note your disclosure related to the risks of being deemed an investment
company. Please revise your business and MD&A sections to explain how you will
structure your investments to avoid being deemed an investment company, state whether
management believes those steps are adequate, and tell us if management has relied on
any supporting documents, such as opinion of counsel, in reaching such conclusion.
Classes of Shares, page 169
2.We note your response to comment 6 and reissue in part. Please revise this section to
describe material rights of each class of your "KKR Shares." In this regard, we note that
your disclosure for the KKR Shares states that they have "special rights and
FirstName LastNameAlisa A. Wood
Comapany NameKKR Private Equity Conglomerate LLC
July 11, 2023 Page 2
FirstName LastName
Alisa A. Wood
KKR Private Equity Conglomerate LLC
July 11, 2023
Page 2
privileges," but you do not describe these rights and privileges. Refer to Item 202(a)(1)
of Regulation S-K.
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.