4//SEC Filing
KKR Financial Holdings LLC 4
Accession 0001140361-25-008150
CIK 0001866175operating
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 7:14 PM ET
Size
23.3 KB
Accession
0001140361-25-008150
Insider Transaction Report
Form 4
Independence Energy Aggregator L.P.
10% Owner
Transactions
- Other
Class B Common Stock
2025-03-10−2,948,723→ 26,185,773 total(indirect: See footnotes) - Conversion
Class A Common Stock
2025-03-10+2,948,723→ 2,948,723 total(indirect: See footnotes) - Sale
Class A Common Stock
2025-03-10$9.91/sh−2,948,723$29,221,845→ 0 total(indirect: See footnotes) - Conversion
Crescent Energy OpCo LLC Units
2025-03-10−2,948,723→ 26,185,773 total(indirect: See footnotes)→ Class A Common Stock (2,948,723 underlying)
Holdings
- 572,354(indirect: See footnotes)
Class A Common Stock
Footnotes (7)
- [F1]Shares of Class B Common Stock of Crescent Energy Company (the "Issuer") have no economic rights but entitle its holder to one vote per share of Class B Common Stock on all matters to be voted on by shareholders generally.
- [F2]Reflects securities held directly by Independence Energy Aggregator L.P. ("IE Aggregator"). Independence Energy Aggregator GP LLC is the general partner of IE Aggregator. KKR Upstream Associates LLC is the sole member of Independence Energy Aggregator GP LLC.
- [F3]Reflects securities held directly by KKR Upstream Associates LLC.
- [F4]KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC are the controlling members of KKR Upstream Associates LLC. KKR Group Assets III GP LLC is the general partner of KKR Group Assets Holdings III L.P. KKR Group Partnership L.P. is the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
- [F5]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
- [F6]The terms of the Amended and Restated Limited Liability Company Agreement of OpCo provide certain holders of the OpCo LLC Units with the right to cause OpCo to acquire all or a portion of the OpCo LLC Units (the "Redemption Right") for, at OpCo's election, (a) shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed, together with an equal number of shares of Class B Common Stock (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassification and similar transactions), or (b) cash. In connection with any redemption of OpCo LLC Units pursuant to the Redemption Right, the corresponding number of shares of the Class B Common Stock will be cancelled. The OpCo LLC Units and the Redemption Right have no expiration date.
- [F7]In connection with the sale on March 10, 2025 by IE Aggregator of Class A Common Stock on behalf of certain unaffiliated limited partners pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, IE Aggregator (i) converted 2,948,723 shares of Class B Common Stock and OpCo LLC Units into 2,948,723 shares of Class A Common Stock and (ii) sold 2,948,723 shares of Class A Common Stock at a price per share of $9.91.
Documents
Issuer
Crescent Energy Co
CIK 0001866175
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001386926
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 7:14 PM ET
- Size
- 23.3 KB