SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0001193125-23-157868 from KKR Private Equity Conglomerate LLC (CIK 0001957845)

KKR Private Equity Conglomerate LLC (CIK 0001957845)
Date: May 31, 2023 · CIK: 0001957845 · Accession: 0001193125-23-157868

AI Filing Summary & Sentiment

File numbers found in text: 000-56540

Referenced dates: May 11, 2023

Date
May 31, 2023
Author
Not clearly detected
Form
CORRESP
Company
KKR Private Equity Conglomerate LLC (CIK 0001957845)

Letter

Re: KKR Private Equity Conglomerate LLC

Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

TELEPHONE: +1-212-455-2000

FACSIMILE: +1-212-455-2502

VIA EDGAR

May 31, 2023

Registration Statement on Form 10-12G

Filed April 14, 2023

File No. 000-56540

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of KKR Private Equity Conglomerate LLC (the “Company”), we are concurrently filing with the Securities and Exchange Commission (the “Commission”) an amendment (“Amendment No. 1”) to the above-referenced registration statement on Form 10-12G (the “Registration Statement”) originally filed with the Commission on April 14, 2023. The Company has revised the Registration Statement in response to the comment letter from the staff (“Staff”) of the Commission’s Division of Corporation Finance, dated May 11, 2023 (the “Comment Letter”), relating to the Registration Statement and to reflect certain other changes.

In addition, we are providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined below, terms defined in Amendment No. 1 and used below shall have the meanings given to them in Amendment No. 1. The responses and information described below are based upon information provided to us by the Company.

Securities and Exchange Commission

- -

May 31, 2023

General

1. Please confirm your understanding that your registration statement will automatically become effective 60 days after filing. Upon effectiveness, you will become subject to the reporting requirements of the Securities Exchange Act of 1934. In addition, we will continue to review your filing until all of our comments have been addressed. If the review process has not been completed before that date, and you are not required to register pursuant to Section 12(g) of the Exchange Act, you may consider withdrawing the registration statement to prevent it from becoming effective and file it again at such time as you are able to respond to any remaining issues or comments.

The Company respectfully acknowledges the Staff’s comment and confirms its understanding that the Registration Statement will automatically become effective 60 days after filing.

2. We note that you are a limited liability company but appear to be registering different classes of common stock instead of units of the limited liability company. We also note your references to unitholder on pages i, 19, 156 and 159 and references to the K-1 report on pages 34, 95 and 100, which are consistent with your limited liability company structure. Please tell us why you are registering common stock and file your amended and restated limited liability company agreement or advise.

The Company hereby confirms that it is a limited liability company registering “Shares” as defined in its amended and restated limited liability company agreement, which is being filed as an exhibit with Amendment No. 1. Section 7.1 of the Company’s amended and restated limited liability company agreement states, in part, “A Member’s Membership Interest in the Company shall be represented by the ‘Share’ or ‘Shares’ held by such Member.” Therefore, the Company uses this terminology in the Registration Statement to describe its interests.

3. For each KKR affiliate referenced in the registration statement, please identify their relationship to the registrant, if any. By way of example only, we note your references to KKR Credit Advisors (US) LLC, KKR Credit Advisors (Ireland) Unlimited Company, KKR Capstone, and KKR & Co. Inc.

In response to the Staff’s comment, the Company has revised its disclosure on pages 3 and 5 to more clearly identify the relationship of each KKR affiliate referenced in the Registration Statement to the Company.

4. Please revise throughout to make disclosure about your operations prospective in nature as you do not appear to have begun operations. By way of example only, we note your disclosure on page v referencing your “portfolio companies in the technology sector” and on page 149 referring to your “portfolio companies” because it does not appear that you currently have any portfolio companies.

In response to the Staff’s comment, the Company has revised its disclosure to clarify that the Company has not begun operations.

Securities and Exchange Commission

- -

May 31, 2023

5. Please revise your registration statement throughout to include information about you, not your “affiliate” entity KKR. For sections describing KKR business, either remove or clearly state that they describe past activities of an entity that is neither your parent nor subsidiary. As an example only, please refer to due diligence section on page 11 and portfolio management section on page 13.

In response to the Staff’s comment, the Company has revised its disclosure to clarify when it is describing its business versus KKR’s business. Further, the Company respectfully notes that KKR’s experience in this area is relevant to the Company because a KKR-affiliated entity is serving as the manager of the Company.

6. We note several references to the “initial offering” in this registration statement. Please clearly disclose what you mean by the “initial offering,” because you are not offering any securities in connection with this Form 10. In the alternative, please remove all such references from the registration statement.

In response to the Staff’s comment, the Company has revised its disclosure on page 11 to clarify that it is not offering any securities in connection with the Registration Statement and to clarify that the “initial offering” refers to the Company’s initial private offering.

7. Please include financial statements starting on page F-1 in the body of the prospectus, so that they appear before the signature section.

In response to the Staff’s comment, the Company has moved the financial statements to appear before the signature section.

8. We note numerous omitted disclosures in the registration statement. By way of example only, please refer to pages 10, 17, 18, 90, 103, 106 and 163. Please fill in all missing information in the next amendment or tell us the reason you are not required to do so under the federal securities laws. In this regard, we also note that your registration statement becomes effective automatically 60 days after filing.

The Company respectfully acknowledges the Staff’s comments and confirms that it has included the omitted disclosures in Amendment No. 1.

9. We note that Section 18 of your limited liability company agreement filed as Exhibit 3.2 includes a waiver of jury trial provision. Please revise your disclosure in the registration statement to:

a. describe the jury trial waiver provision;

b. clarify whether the provision applies to purchasers in secondary transactions; and

Securities and Exchange Commission

- -

May 31, 2023

c. include a new risk factor discussing the material risks to investors related to the provision, including the possibility of less favorable outcomes, uncertainty regarding its enforceability, the potential for increased costs to bring a claim, and whether it may discourage or limit suits against you.

Finally, please ensure that your limited liability company agreement states whether or not the waiver of jury trial provision applies to claims made under the federal securities laws and that by agreeing to such provision, investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder.

The Company respectfully acknowledges the Staff’s comments and has revised its disclosure on pages 77 and 177 in response to the Staff’s comments. In addition, the Company notes that its form of amended and restated limited liability company agreement, which it has filed as an exhibit to Amendment No. 1, contains provisions in Section 19.4(b) relating to the waiver of jury trial provision and federal securities laws consistent with the Staff’s comment above.

10. We note that Section 18 of your limited liability company agreement filed as Exhibit 3.2 includes an exclusive forum provision. We also note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative or direct claim.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the 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. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

The Company acknowledges the Staff’s comment and respectfully notes that its form of amended and restated limited liability company agreement, which has been filed as an exhibit to Amendment No. 1, amends the forum selection provisions in ways that address the Staff’s comments, including providing that (i) the forum selection provisions do not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated thereunder. In addition, the Company has added disclosure on page 176 to describe the forum selection provisions, as amended, including with respect to the points raised by the Staff.

Securities and Exchange Commission

- -

May 31, 2023

Cover Page

11. Based on the enumeration of classes of shares starting on page 162, it does not appear that you have Class F shares. Please advise why they are listed on the registration statement’s cover page.

The Company acknowledges the Staff’s comment and respectfully notes that disclosure regarding the Company’s Class F Shares is present under “Item 11. Description of Registrant’s Securities To Be Registered—Classes of Shares—KKR Shares—Class F Shares” in the Registration Statement, and references to Class F Shares are made throughout the relevant sections of the Registration Statement. In addition, the Company respectfully notes that the Company has filed the form of amended and restated limited liability company agreement as an exhibit to Amendment No. 1, which includes, among other items, the Class F Shares.

Item 1. Business, page 1

12. Please revise this section to state that you do not currently have interest in any portfolio companies, have no employees, and have not generated any revenues to date.

In response to the Staff’s comment, the Company has revised its disclosure on page 2 to state that it (i) does not currently have an interest in any portfolio companies, (ii) does not currently have any employees and (iii) has not generated any revenues to date.

General Development of Business, page 1

13. Please significantly revise your business section to provide specific details of your planned business and state clearly that you have not begun operations to date. 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.

In response to the Staff’s comment, the Company has revised its disclosure on page 2 to provide additional information regarding the Company’s plan of operation for the remainder of the fiscal year. In addition, the Company acknowledges the Staff’s other comment and respectfully notes that it believes it provides sufficient information regarding its process for identifying, acquiring and controlling its portfolio companies in “Acquisition Process Overview” beginning on page 12, the “Due Diligence Process” beginning on page 12 and “Portfolio Monitoring” beginning on page 14.

14. Please explain what you mean by the term “KKR Vehicles” and “KKR Shares” the first time you use these phrases in the registration statement.

Securities and Exchange Commission

- -

May 31, 2023

In response to the Staff’s comment, the Company has revised its disclosure to move the definition of “KKR Vehicles” to page ii. The Company respectfully notes that “KKR Shares” is defined on page ii and refers collectively to the Class E Shares, Class F Shares, Class G Shares and Class H Shares.

15. We note your disclosure on page 1 that “[you] expect that [you] will own nearly all of [y]our portfolio companies through Joint Ventures alongside one or more KKR Vehicles and that the Joint Ventures will be managed in a way that reflects the commonality of interests between the KKR Vehicles and [you].” Please provide further disclosure explaining the meaning of the phrase “the commonality of interests between the KKR Vehicles and [you]” and provide examples of such commonalities. In addition, if know, disclose specific percentage of the anticipated ownership structure between you, the joint ventures, and the KKR Vehicles.

The Company respectfully acknowledges the Staff’s comments and notes that it believes the following disclosure on page 1 explains the meaning of commonality of interests: “We believe that a joint acquisition and management strategy between the KKR Vehicles and the Company will lead to greater opportunities to gain sufficient influence or control over portfolio companies to deploy an operations-oriented management approach to value creation with the objective of achieving capital appreciation.” In response to the Staff’s comment, the Company has revised its disclosure on page 1 to clarify the shared interest between the Company and KKR Vehicles in maximizing the value of each Joint Venture through the pooling of resources. In addition, the Company respectfully notes that while the anticipated ownership structure between the Company and the Joint Ventures is not presently known and will depend on the facts and circumstances particular to each deal, the Company plans to own all or substantially all of its portfolio companies directly or indirectly through its wholly-owned operating subsidiary, K-PEC Holdings LLC, as disclosed on page 1 of the Registration Statement. Lastly, in response to the Staff’s comment, the Company has revised the organizational chart on page 7.

16. Please provide further disclosure regarding how you intend to own target companies you acquire including reconciling your statement that “[you] will own nearly all of [y]our portfolio companies through Joint Ventures alongside one or more KKR Vehicles” with your statement that “[you] plan to own all or substantially all of [y]our portfolio

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

TELEPHONE:
+1-212-455-2000

FACSIMILE:
+1-212-455-2502

 VIA EDGAR

 May 31, 2023

Re:
 KKR Private Equity Conglomerate LLC

 Registration Statement on Form 10-12G

 Filed April 14, 2023

 File No. 000-56540

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On behalf of KKR Private
Equity Conglomerate LLC (the “Company”), we are concurrently filing with the Securities and Exchange Commission (the “Commission”) an amendment (“Amendment No. 1”) to the above-referenced registration statement on
Form 10-12G (the “Registration Statement”) originally filed with the Commission on April 14, 2023. The Company has revised the Registration Statement in response to the comment letter from the
staff (“Staff”) of the Commission’s Division of Corporation Finance, dated May 11, 2023 (the “Comment Letter”), relating to the Registration Statement and to reflect certain other changes.

In addition, we are providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the
Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined below, terms defined in Amendment No. 1 and used below shall have the meanings given to
them in Amendment No. 1. The responses and information described below are based upon information provided to us by the Company.

 Securities and Exchange Commission

 -
 2
-

May 31, 2023

 General

1.
 Please confirm your understanding that your registration statement will automatically become effective 60
days after filing. Upon effectiveness, you will become subject to the reporting requirements of the Securities Exchange Act of 1934. In addition, we will continue to review your filing until all of our comments have been addressed. If the review
process has not been completed before that date, and you are not required to register pursuant to Section 12(g) of the Exchange Act, you may consider withdrawing the registration statement to prevent it from becoming effective and file it again
at such time as you are able to respond to any remaining issues or comments.

 The Company respectfully acknowledges
the Staff’s comment and confirms its understanding that the Registration Statement will automatically become effective 60 days after filing.

2.
 We note that you are a limited liability company but appear to be registering different classes of common
stock instead of units of the limited liability company. We also note your references to unitholder on pages i, 19, 156 and 159 and references to the K-1 report on pages 34, 95 and 100, which are consistent
with your limited liability company structure. Please tell us why you are registering common stock and file your amended and restated limited liability company agreement or advise.

The Company hereby confirms that it is a limited liability company registering “Shares” as defined in its amended and restated
limited liability company agreement, which is being filed as an exhibit with Amendment No. 1. Section 7.1 of the Company’s amended and restated limited liability company agreement states, in part, “A Member’s Membership
Interest in the Company shall be represented by the ‘Share’ or ‘Shares’ held by such Member.” Therefore, the Company uses this terminology in the Registration Statement to describe its interests.

3.
 For each KKR affiliate referenced in the registration statement, please identify their relationship to the
registrant, if any. By way of example only, we note your references to KKR Credit Advisors (US) LLC, KKR Credit Advisors (Ireland) Unlimited Company, KKR Capstone, and KKR & Co. Inc.

In response to the Staff’s comment, the Company has revised its disclosure on pages 3 and 5 to more clearly identify the relationship of
each KKR affiliate referenced in the Registration Statement to the Company.

4.
 Please revise throughout to make disclosure about your operations prospective in nature as you do not appear
to have begun operations. By way of example only, we note your disclosure on page v referencing your “portfolio companies in the technology sector” and on page 149 referring to your “portfolio companies” because it does not
appear that you currently have any portfolio companies.

 In response to the Staff’s comment, the Company has
revised its disclosure to clarify that the Company has not begun operations.

 Securities and Exchange Commission

 -
 3
-

May 31, 2023

5.
 Please revise your registration statement throughout to include information about you, not your
“affiliate” entity KKR. For sections describing KKR business, either remove or clearly state that they describe past activities of an entity that is neither your parent nor subsidiary. As an example only, please refer to due diligence
section on page 11 and portfolio management section on page 13.

 In response to the Staff’s comment, the Company
has revised its disclosure to clarify when it is describing its business versus KKR’s business. Further, the Company respectfully notes that KKR’s experience in this area is relevant to the Company because a
KKR-affiliated entity is serving as the manager of the Company.

6.
 We note several references to the “initial offering” in this registration statement. Please
clearly disclose what you mean by the “initial offering,” because you are not offering any securities in connection with this Form 10. In the alternative, please remove all such references from the registration statement.

 In response to the Staff’s comment, the Company has revised its disclosure on page 11 to clarify that it is not
offering any securities in connection with the Registration Statement and to clarify that the “initial offering” refers to the Company’s initial private offering.

7.
 Please include financial statements starting on page F-1 in the body
of the prospectus, so that they appear before the signature section.

 In response to the Staff’s comment, the
Company has moved the financial statements to appear before the signature section.

8.
 We note numerous omitted disclosures in the registration statement. By way of example only, please refer to
pages 10, 17, 18, 90, 103, 106 and 163. Please fill in all missing information in the next amendment or tell us the reason you are not required to do so under the federal securities laws. In this regard, we also note that your registration statement
becomes effective automatically 60 days after filing.

 The Company respectfully acknowledges the Staff’s
comments and confirms that it has included the omitted disclosures in Amendment No. 1.

9.
 We note that Section 18 of your limited liability company agreement filed as Exhibit 3.2 includes a
waiver of jury trial provision. Please revise your disclosure in the registration statement to:

a.
 describe the jury trial waiver provision;

b.
 clarify whether the provision applies to purchasers in secondary transactions; and

 Securities and Exchange Commission

 -
 4
-

May 31, 2023

c.
 include a new risk factor discussing the material risks to investors related to the provision, including the
possibility of less favorable outcomes, uncertainty regarding its enforceability, the potential for increased costs to bring a claim, and whether it may discourage or limit suits against you.

Finally, please ensure that your limited liability company agreement states whether or not the waiver of jury trial provision applies to
claims made under the federal securities laws and that by agreeing to such provision, investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder.

The Company respectfully acknowledges the Staff’s comments and has revised its disclosure on pages 77 and 177 in response to the
Staff’s comments. In addition, the Company notes that its form of amended and restated limited liability company agreement, which it has filed as an exhibit to Amendment No. 1, contains provisions in Section 19.4(b) relating to the
waiver of jury trial provision and federal securities laws consistent with the Staff’s comment above.

10.
 We note that Section 18 of your limited liability company agreement filed as Exhibit 3.2 includes an
exclusive forum provision. We also note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative or direct claim.” Please
disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the 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. If this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or
Exchange Act.

 The Company acknowledges the Staff’s comment and respectfully notes that its form of amended and
restated limited liability company agreement, which has been filed as an exhibit to Amendment No. 1, amends the forum selection provisions in ways that address the Staff’s comments, including providing that (i) the forum selection
provisions do not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) the federal district courts of the United States of America
shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated thereunder. In addition, the Company has added disclosure on page 176 to describe
the forum selection provisions, as amended, including with respect to the points raised by the Staff.

 Securities and Exchange Commission

 -
 5
-

May 31, 2023

 Cover Page

11.
 Based on the enumeration of classes of shares starting on page 162, it does not appear that you have
Class F shares. Please advise why they are listed on the registration statement’s cover page.

 The Company
acknowledges the Staff’s comment and respectfully notes that disclosure regarding the Company’s Class F Shares is present under “Item 11. Description of Registrant’s Securities To Be Registered—Classes of
Shares—KKR Shares—Class F Shares” in the Registration Statement, and references to Class F Shares are made throughout the relevant sections of the Registration Statement. In addition, the Company respectfully notes that the
Company has filed the form of amended and restated limited liability company agreement as an exhibit to Amendment No. 1, which includes, among other items, the Class F Shares.

Item 1. Business, page 1

12.
 Please revise this section to state that you do not currently have interest in any portfolio companies, have
no employees, and have not generated any revenues to date.

 In response to the Staff’s comment, the Company has
revised its disclosure on page 2 to state that it (i) does not currently have an interest in any portfolio companies, (ii) does not currently have any employees and (iii) has not generated any revenues to date.

General Development of Business, page 1

13.
 Please significantly revise your business section to provide specific details of your planned business and
state clearly that you have not begun operations to date. 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.

 In response to the Staff’s comment, the Company has
revised its disclosure on page 2 to provide additional information regarding the Company’s plan of operation for the remainder of the fiscal year. In addition, the Company acknowledges the Staff’s other comment and respectfully notes that
it believes it provides sufficient information regarding its process for identifying, acquiring and controlling its portfolio companies in “Acquisition Process Overview” beginning on page 12, the “Due Diligence Process” beginning
on page 12 and “Portfolio Monitoring” beginning on page 14.

14.
 Please explain what you mean by the term “KKR Vehicles” and “KKR Shares” the first time
you use these phrases in the registration statement.

 Securities and Exchange Commission

 -
 6
-

May 31, 2023

In response to the Staff’s comment, the Company has revised its disclosure to move the definition of “KKR Vehicles” to page ii.
The Company respectfully notes that “KKR Shares” is defined on page ii and refers collectively to the Class E Shares, Class F Shares, Class G Shares and Class H Shares.

15.
 We note your disclosure on page 1 that “[you] expect that [you] will own nearly all of [y]our portfolio
companies through Joint Ventures alongside one or more KKR Vehicles and that the Joint Ventures will be managed in a way that reflects the commonality of interests between the KKR Vehicles and [you].” Please provide further disclosure
explaining the meaning of the phrase “the commonality of interests between the KKR Vehicles and [you]” and provide examples of such commonalities. In addition, if know, disclose specific percentage of the anticipated ownership structure
between you, the joint ventures, and the KKR Vehicles.

 The Company respectfully acknowledges the Staff’s
comments and notes that it believes the following disclosure on page 1 explains the meaning of commonality of interests: “We believe that a joint acquisition and management strategy between the KKR Vehicles and the Company will lead to greater
opportunities to gain sufficient influence or control over portfolio companies to deploy an operations-oriented management approach to value creation with the objective of achieving capital appreciation.” In response to the Staff’s
comment, the Company has revised its disclosure on page 1 to clarify the shared interest between the Company and KKR Vehicles in maximizing the value of each Joint Venture through the pooling of resources. In addition, the Company respectfully notes
that while the anticipated ownership structure between the Company and the Joint Ventures is not presently known and will depend on the facts and circumstances particular to each deal, the Company plans to own all or substantially all of its
portfolio companies directly or indirectly through its wholly-owned operating subsidiary, K-PEC Holdings LLC, as disclosed on page 1 of the Registration Statement. Lastly, in response to the Staff’s
comment, the Company has revised the organizational chart on page 7.

16.
 Please provide further disclosure regarding how you intend to own target companies you acquire including
reconciling your statement that “[you] will own nearly all of [y]our portfolio companies through Joint Ventures alongside one or more KKR Vehicles” with your statement that “[you] plan to own all or substantially all of [y]our
portfolio