KKR Financial Holdings LLC's Form 4 filing
Crescent Energy Co (CRGY) · filed Mar 11, 2024
- Accession no.
- 0001140361-24-012663
- Filed
- Mar 11, 2024, 5:37 PM ET
- Trade date
- Mar 11, 2024
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not checked
This filing lists 4 non-derivative transactions and 2 derivative transactions. Open-market sales total $136.2M. It was filed on the trade date.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| KKR Financial Holdings LLCCIK 0001386926 | 10% Owner |
| KKR Upstream Associates LLCCIK 0001746582 | 10% Owner |
| Independence Energy Aggregator L.P.CIK 0001868340 | 10% Owner |
| Independence Energy Aggregator GP LLCCIK 0001868377 | 10% Owner |
| KKR Group Assets III GP LLCCIK 0001868421 | 10% Owner |
| KKR Group Assets Holdings III L.P.CIK 0001868946 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 11, 2024 | Class B Common Stock | JOtherDisposed | −2,300,000 | –F2 | – | 48,934,496 | Indirect | Duplicate filing |
| Mar 11, 2024 | Class B Common Stock | JOtherDisposed | −13,800,000 | $0.00F7 | $0 | 35,134,496 | Indirect | Duplicate filing |
| Mar 11, 2024 | Class A Common Stock | CConversionAcquired | +13,800,000 | $0.00F7 | $0 | 13,800,000 | Indirect | Duplicate filing |
| Mar 11, 2024 | Class A Common Stock | SSaleDisposed | −13,800,000 | $9.87F9 | −$136,206,000 | 0 | Indirect | Duplicate filing |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 11, 2024 | Class A Common Stock | SSaleDisposed | −2,300,000 | $9.87F2 | −$22,701,000 | 48,934,496 | Indirect | Duplicate filing |
| Mar 11, 2024 | Class A Common Stock | CConversionDisposed | −13,800,000 | $0.00 | $0 | 35,134,496 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
Represents 2,300,000 units of Crescent Energy OpCo LLC ("OpCo") transferred to the Issuer by the Reporting Person and an equal number of shares of Class B Common Stock subsequently forfeited by the Reporting Person and canceled by the Issuer in exchange for $9.87 per unit of OpCo ("OpCo LLC Unit") (the "OpCo Unit Repurchase"). On March 11, 2024, IE Aggregator completed the OpCo Unit Repurchase pursuant to a Repurchase Agreement, dated March 6, 2024, by and among IE Aggregator, OpCo and, for the purposes of consent to the transfer of OpCo LLC Units, the Issuer (the "Repurchase Agreement").
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F7
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.
Referenced by the price of 2 transactions in Table I.
- F9
This amount represents the $10.50 secondary price per share of Class A Common Stock of the Issuer less the underwriting discount of $0.63 per share for shares sold by IE Aggregator in connection with an underwritten public offering.
Referenced by the price of 1 transaction in Table I.
Remarks
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Person have filed a separate Form 4.