SEC Comment Letter 0000000000-24-013494 to Capital Group KKR Core Plus (plus) (CIK 0002040315)
Capital Group KKR Core Plus (plus) (CIK 0002040315)
Date: Dec. 6, 2024 · CIK: 0002040315 · Accession: 0000000000-24-013494
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File numbers found in text: 333-282864, 811-24016
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VIA E-MAIL November 27, 2024 Ms. Clara Kang Capital Group KKR Core Plus+ 6455 Irvine Center Drive Irvine, California 92618 Re: Capital Group KKR Core Plus+ File Nos. 333-282864; 811-24016 Dear Ms. Kang: On October 29, 2024, you filed the above-referenced re gistration statement on Form N-2 with respect to Capital Group KKR Core Plus+ (the “Fund”). We ha ve reviewed the registration statement and our comments are set forth below. Where a comment is made with respect to disclo sure in one location of the filing, it applies to all similar disclosures found elsewhere. Capita lized terms not otherwise defined have the same meaning as in the registration statement. GENERAL 1. Please complete or update all information that is cu rrently in brackets or missing in the registration statement ( e.g., fee table, information related to the trus tees and officers). A full financial review (e.g., seed financial statements, aud itor's report, consent) must be performed prior to declaring the registration statement effective. We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, oninformation supplied supplementally, or on exhibits added in any amendment. 2. Please advise the staff of the st atus of any exemptive application( s) or no-action request(s) that the Fund, the Adviser and/or the Sub-Adviser has receiv ed, submitted or intends to submit in connection with your registration statement, including with respect to co-investment s and multi-class relief. 3. Please tell us if you have presente d any test the waters materials to potential investor s in connection with this offering. If so, we may have additional comments. 4. Please confirm the Fund will file a fidelity bond under Form 40-17G. Ms. Kang November 27, 2024 Page 2 COVER PAGE Please provide the date of the prospectus and the 6WDWHPHQW RI $GGLWLRQDO ,QIRUPDWLRQ WKH SAI , and ticker symbols for each class of securities. The last paragraph of the first page states that the Fund will seek to allocate approximately 60% of its assets to public debt, and approximately 40% to pri vate credit assets. Please specify in the disclosure whether the reference to assets is based on net, total or some other measure. The first paragraph on the second page states, “The Fund will normally seek to limit its foreign currency exposure.” Please specify and disclose the limit. The same paragraph also states, “Though investment decisions regarding the Fund’s portfolio may be informed by investment themes on a range of macroeconomic factors…” Please explain or provide examples of “investment themes.” The second paragraph of the second page lists the t ypes of securities that the Fund will invest in, including convertible securities. If the Fund invests, or expects to invest in, contingent convertible securities (“CoCos”), the Fund should consider what, if any, disclosure is appropriate. The type and location of disclosure will depend on, among other things, the extent to which the Fund invests in CoCos, and the characteristics of the CoCos (e.g., the credit quality and the conversion triggers). The staff notes that convertible securities are discussed under “Hybrid securities,” (page 11 of the S$,); however, if CoCos are, or will be, a principal type of investment, please provide a description of them in the prospectus, as well as the attendant risks. Under the heading, “Interval fund/repurchase offers,” please specify the anticipated timing of the Fund's initial repurchase offer, and the intervals between deadlines for repurchase requests, pricing and repayment. Please include a cross-reference to the sections of the prospectus that discuss the Fund’s repurchase policies and the attendant risks. See Guide 10 of the Guidelines for Form N-2 (the “Guidelines”). In addition to the bolded sentences on the second a nd third pages, please also include (in bold) that: “An investor investing in Class A shares will pay a sales load of up to [_]% and offering expenses of up to [_]% on the amounts it invests. If you pay the maximum aggregate [__]% for sales load and offering expenses, you must experience a total return on your net investment of [__]% in order to recover these expenses.” PROSPECTUS SUMMARY, pages 1-8 Investment strategies 12. The second paragraph under this section on page 1 describes the a llocation of appr oximately 60% of the Fund’s assets to public debt, and approximately 40% to private credit assets. The last sentence states, “The allocation between public debt and private credit assets may fluctuate significantly depending on various factors…” Pleas e quantify and disclose the rang e of fluctuation. For instance, Ms. Kang November 27, 2024 Page 3 is there a plus or minus percentage of assets per sector, or an absolute maximum or minimum limit on the percentage of assets invested in each sector. 13. The disclosure states that, “The Fund may also invest significantly in securities tied economically to countries outside the U.S., incl uding emerging markets.” Please di sclose: (a) what is meant by “significantly” and (b) how the Fund would de fine “emerging markets” for the purpose of classifying investments. 14. The first paragraph on page 2 describes the Fund’s investments in private credit assets that “include investments in bonds, secured bank loans, mezzanine debit, convertible secu rities, conve rtible debt securities and securitized debt securities.” Please confirm that the Fund’s loan investments willinclude covenant-lite loans. The staff notes that covenant-lite loans are discussed under the heading, “Borrower fraud; covenant-lite loans; breach of co venant” (page 22) in the principal risks section of the prospectus. If the Fund intends to invest in covenant-lite loans, please describe such loans andthe extent to which the Fund may invest in such loans in the principal investment strategies. 15. The same paragraph also desc ribes that the Fund’s asset-base d finance strategy will focus on “consumer finance, mortgages, sm all-medium sized enterprises, ha rd assets…” Please explain what “hard assets” are. 16. The second paragraph on page 2 states, “The F und may invest substantia lly in lower rated debt instruments, which are securities rated Ba1 or below and BB+ or below… Such securities aresometimes referred to as ‘junk bonds.’” Please specify what is meant by “substantially,” and is there an upper limit for such investments? The offering 17. The disclosure on page 3 states, "The Fund ha s been granted exemptive relief from the SEC that permits the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early-withdrawal fees," but this statement is in brackets. Please advise us if you have submitted or expect to submit any additional exemptive applica tions or no-action request in connection with this registration statement. Minimum investment 18. The paragraph under this heading states that, “The minimum amount to establish an account for all share classes is normally $1,000 and the minimum to a dd to an account is $50.” However, the third page of the Cover Page states that, "For account s with Class F-3 shares held and serviced by the Fund’s transfer agent, the minimum investme nt amount is $1 million." Please reconcile. Leverage 19. Please confirm that the Fund does not intend to in cur leverage during the first year. If the Fund does intend to incur leverage, please include an estimate for costs associated with leverage such as interestpayments on borrowed funds. Ms. Kang November 27, 2024 Page 4 Derivatives 20. The disclosure is unclear concerning the Fund’s use of derivatives. Please specify the types of derivatives which the Fund intends to invest in as part of its principal investment strategy and specifically explain how the Fund expects to use such instruments. Please also include corresponding risks. SUMMARY OF FUND EXPENSES, pages 9-11 Expense and Fee Table 21. Consistent with the table on page 3 of the Cover Page, please note "N/A" for maximum initial sales charge for Class F-2, F-3 and R-6. Annual fund operating expenses table 22. The prospectus indicates that the Fund may invest in Central Funds (certa in other funds managed by the investment adviser or its aff iliates). If acquired fund fees and expenses from such investments will exceed 0.01% of the average net assets of the F und, please disclose these fees and expenses as a separate line item in the fee table. 23. In footnote 2, please confirm offering expe nses are included under “Other Expenses.” 24. Regarding footnote 3: (a) Among other things, the footnote lists expenses excluded from the waiver, and references, “(iv) costs, including dividend and/or interest expens es and other costs…associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares…” Pl ease disclose whether the Fund will be issuing preferred stock within the first year from the effective date of the registration statement. If the Fund plans to i ssue preferred shares, please include applicable disclosure and fees in the expense and fee table and elsewhere in the registration statement,where applicable. (b) Please include in the footnote that only the Board can terminate the waiver before its expiration. Also please clarify, regarding reimbursement, that such recoupment can be achieved without exceeding the lower of the expense limit in place at the time of the waiver or reimbursement andthe expense limit in place at the time of recoupment. USE OF PROCEEDS, page 12 25. The disclosure states that the Fund anticipates it w ill generally be able to in vest all or substantially all of the net proceeds in accordance with its investment objective and policies “as soon as practicable after receipt of the proceeds.” Pleas e disclose, with specificity (e.g., 3 months), how long it will take the Fund to invest all or substantially all the pr oceeds. If the time period is more Ms. Kang November 27, 2024 Page 5 than 3 months, please disclo se the reason for the delay. See Item 7.2 of Form N-2, and Guide 1 of the Guidelines. INVESTMENT OBJECTIVE, STRATEGIES, OTHER INFORMATION AND PRINCIPAL RISKS, pages 12-14 Investment strategies 26. The disclosure states, “The A dviser and Sub-Adviser may consid er environmental, social and governance (‘ESG’) factors that, depending on the fact s and circumstances, are material to the value of an issuer or instrument, or on the issuer’s or instrument’s ability to create or preserve economic value. ESG factors may include, but are not limited to, environmental issues (e.g., water use, emission levels, waste, environmen tal remediation), social issues (e.g., human capital, health and safety, changing customer behavior) or govern ance issues (e.g., board composition, executive compensation, shareholder dilution).” (a) Please disclose whether the A dviser and/or Sub-Adviser applies the criteria it uses with respect to environmental, social or governance factors w ith respect to every inve stment it makes or only to some of its investments. (b) Explain whether an investment could be made in a company that scores poorly on ESG if it scores strongly on other non-ESG factors. (c) Consider whether an ESG specifi c risk disclosure may be appr opriate or explain supplementally why such a risk factor is not appropriate. WAREHOUSING TRANSACTION, page 15 27. The disclosure states that the Fund entered into facility agreements with an “unaffiliated third party” (“financing provider”). If accurate, please clarify in the disclosure that the financing provider is not affiliated with the Fund, the Adviser or the Sub-Adviser. 28. Please file the financing agreements and any related agreements as applicable. 29. Please also add the following disclosure: Each of the portfolio investments that the financing provider has purchased to date was purchased pursuant to a request that we made prior to regist ration as a closed-end fund under the 1940 Act. After our registration we will: (i) not request that the financing provider purchase any additional portfolio investments pursuant to the facility agreement; (ii) purchase already- existing portfolio investments from the financi ng provider only to the extent that we have sufficient assets to purchase all of the portfolio investments whole (i.e., not on a pro rata basis); (iii) impose on ourselves a requirement – not an option – to purchase already-existing portfolioinvestments from the financing provider at such tim e as we raise sufficient assets to purchase all of the portfolio investments whole; and (iv) tr eat our forward obligation to purchase portfolio investments from the financing provider once the requirement to purchase already-existing Ms. Kang November 27, 2024 Page 6 portfolio investments is triggered as subject to the asset coverage requirements set forth in section 18 of the 1940 Act. Regarding the warehousing tran saction, please supplementally: D Identify the financing provider. E Explain how the Fund will pay for the “warehouse investments.” F Identify the fees or expenses expected to be incurred by the Fund in connection with the warehousing transaction. G Describe the consequences if the “warehouse thresholds” are never met. Please tell us what happens if you fail to reach the capital condition under the facility agreement (e.g., could one ofthe Fund’s affiliates be required to purchase or does the financing provider hold the assets?).Have any affiliates of the Fund entered into a guaranty agreement with the financing provider?Depending on your response, please discuss any Section 17 implications. H Explain how, if any, does the Fund’s obligation to purchase the “warehouse investments” impact the Fund’s NAV. I Provide the expected duration of the ware housing transaction (e.g., termination date). Please add disclosure clarifying what happens if a portfolio investment declines in value and/or is impaired while it is held at the warehouse. If th e Fund is still obligated to purchase the portfolio investment, when is that reflected in NAV and how are potential purchasers apprised of warehouseportfolio holdings, including potential los Ves thereon? Please explain how the facility fees will be reflected in NAV for purposes of this offering. Exp lain to us how your obligation to purchase warehouse investments, including potential losses thereon, is accounted for and otherwise reflectedin the Fund’s NAV. Please explain how this arrangement complies with section 18 of the Investment Company Act of 1940 (the “1940 Act”) on leverage restrictions. Please also provide an analysis of whether the warehousing transaction constitutes an “unfunded commitment agreement” as defined in rule 18f-4under the 1940 Act. Explain to us whether any of the Fund’s affiliates are obligated to take action with respect to the warehouse (e.g., purchase assets if the Fund is unable to do so, or enter into a guaranty agreementwith the financing provider). If yes, please provide an analysis of whether the warehousing transaction constitutes a “joint enterprise or other joint arrangement” within the meaning ofrule 17d-1 under the 1940 Act. Please disclose the warehoused portfolio investments in accordance with Reg S-X rule 6-11 (including highlighting any non-accru al or defaulted loans). Please di sclose that such schedule of warehouse investments is unaudited as applicable. Ms. Kang November 27, 2024 Page 7 PRINCIPAL RISKS, pages 16-24 35. Under the heading, “Rep urchase offers risk”: (a) Please also include the risk of possible decrease in share value as a result of currency fluctuations between the date of tender and the repurchase prici ng date if the registrant has invested all or a portion of its portfolio in foreign markets. See Guide 10 of the Guidelines. (b) If applicable, please also include the risk that if the repurchase