Related Party Transactions |
3 Months Ended |
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Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions Management Agreement On September 25, 2023, the Company entered into an Amended and Restated Management Agreement with the Manager (the “Management Agreement”). Pursuant to the Management Agreement, the Manager is responsible for sourcing, evaluating and monitoring the Company’s acquisition opportunities and making recommendations to the Company’s executive committee related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s objectives, guidelines, policies and limitations, subject to oversight by the Board. Pursuant to the Management Agreement, the Manager is entitled to receive a management fee (the “Management Fee”) from the Company in an amount equal to (i) 1.25% per annum of the month-end net asset value (“NAV”) attributable to Class D Shares, Class I Shares and Class S Shares, (ii) 1.00% per annum of the month-end NAV for a 60-month period following June 1, 2023 (the “Initial Offering”) attributable to Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares (provided, in the case of Class U Shares, Class R-S Shares and Class R Shares, that such Class U Shares, Class R-S Shares and Class R Shares are purchased by an investor as part of an intermediary’s aggregate subscription for at least $100,000 during the 12-month period following the Initial Offering) and 1.25% per annum of the month-end NAV attributable to Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares thereafter, each before giving effect to any accruals for certain fees and expenses. Such Management Fee is calculated based on the Company’s transactional net asset value (“Transactional Net Asset Value”) which is the price at which the Company sells and repurchases its Shares. KKR or its affiliates (and in the case of directors’ fees, KKR executives) are expected to be paid transaction fees and monitoring fees in connection with the acquisition, ownership, control and exit of Infrastructure Assets, and KKR or its affiliates are expected to be entitled to receive “break-up” or similar fees in connection with unconsummated transactions (“Other Fees”). The Management Fee payable in any monthly period is subject to reduction, but not below zero, by an amount equal to any Other Fees allocable to Investor Shares pursuant to the terms of the Management Agreement. The Manager, in its sole discretion, may forgo reimbursement by the Company of certain expenses incurred by the Manager or its affiliates (other than the Company and its subsidiaries) on behalf of the Company in each calendar month to the extent there remains any Other Fees that are not used to offset the Management Fee. Any Other Fees used to offset such expenses will not be applied again to offset future Management Fees. For the three months ended March 31, 2026 and 2025, the Manager earned $20,060 and $10,129 in gross Management Fees, respectively. For the three months ended March 31, 2026 and 2025, the Company offset Management Fees and certain operating expenses of $11,500 and $10,129, respectively. As of March 31, 2026, there were unapplied credits of $1,475 to be carried forward that relate to Other Fees earned. The Company did not have an unapplied credit balance to be carried forward that related to Other Fees earned as of December 31, 2025. For the three months ended March 31, 2026, the Company issued 184,001 Class F Shares to the Manager, which represents payment in satisfaction of a Management Fee of $5,795 for services rendered by the Manager in accordance with the terms of the Management Agreement. As of March 31, 2026 and December 31, 2025, the Company owed $8,716 and $5,795 to the Manager for Management Fees, which amounts are included in Management fee payable on the Statements of Assets and Liabilities, respectively. Performance Participation Allocation Under the LLC Agreement, for as long as the Management Agreement has not been terminated, the Class H Members may receive a Performance Participation Allocation from the Company. KKR is allocated a “Performance Participation Allocation” equal to 12.5% of the Total Return attributable to Investor Shares subject to the annual Hurdle Amount and a High Water Mark, with a 100% Catch-Up (each as defined in the LLC Agreement). Such allocation will be measured and allocated or paid annually (excluding the initial Reference Period, as defined in the LLC Agreement) and accrued monthly (subject to pro-rating for partial periods). KKR may elect to receive the Performance Participation Allocation in cash and/or Class F Shares. Specifically, promptly following the end of each Reference Period (and at other times as described below), KKR is allocated a Performance Participation Allocation in an amount equal to: •First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to KKR equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to KKR pursuant to this clause (any such amount, the “Catch-Up”); and •Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. KKR will also be allocated a Performance Participation Allocation with respect to all Investor Shares that are repurchased in connection with repurchases of Shares in an amount calculated as described above with the relevant period being the portion of the “Reference Period,” which is the applicable year beginning on October 1 and ending on September 30 of the next succeeding year, for which such Shares were outstanding, and proceeds for any such Share repurchases will be reduced by the amount of any such Performance Participation Allocation. Such Performance Participation Allocation is calculated based on the Company’s Transactional Net Asset Value. If the Performance Participation Allocation is paid in Class F Shares, such Shares may be repurchased at KKR’s request and will be subject to the repurchase limitations of our share repurchase plan. To align its economic interests with those of Shareholders, KKR has an internal policy that delays the timing for when it will receive cash proceeds in respect of the Performance Participation Allocation. Pursuant to this internal policy, KKR intends (i) to initially elect to receive the Performance Participation Allocation in Class F Shares and (ii) to only request for repurchase such Class F Shares received in respect of the Performance Participation Allocation pursuant to our share repurchase plan at the earlier of (A) five (5) years from the original issuance thereof and (B) at such times and in such amounts so that, on an inception-to-date basis, KKR does not monetize Class F Shares with a basis greater than 12.5% of the sum of (x) gross realized gains (net of realized losses), interest income, and certain other cash distributions from all assets, and effective September 1, 2026, excluding realized gains and losses from foreign exchange and hedging activity, generated by the Company’s assets on an inception-to-date basis; plus (y) gross unrealized gains (net of unrealized losses) from indefinite life assets (as determined by KKR), and effective September 1, 2026, excluding unrealized gains and losses from foreign exchange and hedging activity, generated by the Company’s indefinite life assets on an inception-to-date basis, and effective September 1, 2026, less (z) cumulative losses, if any, generated by the Company’s assets on an inception-to-date basis from (1) gross realized and unrealized foreign exchange gains (net of realized and unrealized foreign exchange losses) and (2) gross realized and unrealized hedging activity gains (net of realized and unrealized hedging activity losses). Additionally, KKR may request for repurchase a number of Class F Shares, at any time and from time to time, necessary to satisfy tax withholding obligations and/or other tax liabilities incurred in connection with the allocation of Class F Shares to KKR personnel and any such repurchases requested by KKR will not be counted toward the foregoing limitation. A Performance Participation Allocation accrual of $29,991 and $19,032 was recorded as of March 31, 2026 and December 31, 2025 in the Consolidated Statements of Assets and Liabilities, respectively. The Consolidated Statements of Operations reflects a $11,066 and $15,358 Performance Participation Allocation for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, the Company issued approximately 3,352 Class F Shares to KKR totaling $107 in satisfaction of the Performance Participation Allocation resulting from certain repurchases of Investor Shares by the Company. During the three months ended March 31, 2025, the Company issued approximately 404 Class F Shares to KKR totaling $12 in satisfaction of the Performance Participation Allocation resulting from certain repurchases of Investor Shares by the Company. Dealer-Manager Agreement On September 25, 2023, the Company entered into an Amended and Restated Dealer-Manager Agreement (as amended from time to time, the “Dealer-Manager Agreement”) with KKR Capital Markets LLC (the “Dealer-Manager”). Pursuant to the Dealer-Manager Agreement, the Dealer-Manager solicits sales of the Company’s Shares authorized for issue in accordance with the Company’s confidential Private Placement Memorandum (the “PPM”) and provides certain administrative and shareholder services to the Company, subject to the terms and conditions set forth in the Dealer-Manager Agreement. The Dealer-Manager receives certain front-end sales charges, Distribution Fees, Servicing Fees and certain other fees as described in the PPM. Refer to “Note 8. Credit Facility” for further discussion over additional transactions with the Dealer-Manager. Distribution Fees and Servicing Fees The Company will pay KKR Capital Markets LLC ongoing distribution and servicing fees (a) of 0.85% of NAV per annum for Class S Shares, Class R-S Shares and Class U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), payable monthly in arrears, as they become contractually due and (b) of 0.25% for Class D Shares and Class R-D Shares only (all of which constitutes payment for shareholder services, with no payment for distribution services) in each case as accrued, and payable monthly. Such Distribution Fee and Servicing Fee are calculated based on the Company’s Transactional Net Asset Value. None of Class I Shares, Class R Shares, Class E Shares, Class F Shares, Class G Shares and/or Class H Shares incur Distribution Fees or Servicing Fees. All or a portion of the Distribution Fee or Servicing Fee may be used to pay for sub-transfer agency, platform, sub-accounting and certain other administrative services. The Dealer-Manager (defined below) generally expects to reallow the Distribution Fee and the Servicing Fee to participating broker dealers or other intermediaries. The Company also pays for certain sub-transfer agency, sub-accounting and administrative services outside of the Distribution Fee and Servicing Fee. During the three months ended March 31, 2026 and 2025, the Company paid ongoing distribution and servicing fees of $23 and $7, respectively, to a wealth management intermediary in which an affiliate of the Company holds an investment. Under GAAP, the Company accrues the cost of the Servicing Fees and Distribution Fees, as applicable, for the estimated life of the shares as an offering cost at the time the Company sells Class S Shares, Class U Shares, Class D Shares, Class R-D Shares and Class R-S Shares. As of March 31, 2026 and December 31, 2025, the Company has accrued $221,485 and $204,472, respectively, of Servicing Fees and Distribution Fees payable to the Dealer-Manager related to the Class S Shares, Class U Shares and Class D Shares sold. Expense Limitation and Reimbursement Agreement On December 16, 2023, the Company entered into a Second Amended and Restated Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Manager, which amended and restated the Amended and Restated Expense Limitation and Reimbursement Agreement, dated as of May 10, 2023. The Expense Limitation Agreement extended the Limitation Period (as defined in the Expense Limitation Agreement) to December 31, 2024. Pursuant to the Expense Limitation Agreement, the Manager will forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company, to the extent necessary so that, for any fiscal year, the Company’s annual Specified Expenses (defined below) do not exceed 0.60% of the Company’s net assets as of the end of each calendar month. “Specified Expenses” is defined to include all expenses incurred in the business of the Company, including organizational and offering costs, with the exception of (i) the management fee, (ii) the Performance Participation Allocation, (iii) the Servicing Fee, (iv) the Distribution Fee, (v) asset or entity level expenses, (vi) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, (vii) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (viii) taxes, (ix) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees and officers of the Company), (x) certain insurance costs and (xi) extraordinary expenses (as determined in the sole discretion of the Manager). The Expense Limitation Agreement was in effect through and including December 31, 2024 and was not renewed by the Manager and the Company for a successive term. Under the Expense Limitation Agreement, the Company had agreed to carry forward the amount of the foregone management fees and/or expenses paid, absorbed or reimbursed by the Manager for a period not to exceed three years from the end of the month in which the Manager waived or reimbursed such fees or expenses and to reimburse the Manager for such fees or expenses in accordance with the Expense Limitation Agreement. For the three months ended March 31, 2026 and 2025, the Manager recouped expenses of $3,970 and $2,148 incurred by the Company, pursuant to the Expense Limitation Agreement, respectively. All amounts subject to recoupment by the Manager pursuant to the Expense Limitation Agreement were recouped as of March 31, 2026. On the Company’s Consolidated Statement of Assets and Liabilities, as of March 31, 2026, the Company has recorded $17,150 as amounts Due to Manager and affiliates related to amounts paid by the Manager on behalf of the Company and amounts recouped under the Expense Limitation Agreement. On the Company’s Consolidated Statement of Assets and Liabilities, as of December 31, 2025, the Company has recorded $14,165 as amounts Due to Manager and affiliates related to amounts paid by the Manager on behalf of the Company, amounts recouped under the Expense Limitation Agreement and payable for Infrastructure Assets acquired. Line of Credit On August 9, 2024, a wholly-owned subsidiary of the Company (collectively with future subsidiaries of the Company as may be added and removed from time to time, the “Line of Credit Borrowers”), entered into an unsecured, uncommitted line of credit, which was further amended on July 9, 2025 and January 5, 2026 (the “Line of Credit”) to provide for up to a maximum aggregate principal amount of $350,000 with KKR Alternative Assets LLC (the “Line of Credit Lender”), an affiliate of the Company. The Line of Credit was initially set to expire on August 8, 2025, subject to six-month extension options requiring the Line of Credit Lender’s approval. On January 5, 2026, the Line of Credit Lender agreed to extend the Line of Credit an additional six months through August 6, 2026, subject to additional six-month extension options requiring the Line of Credit Lender’s approval. The applicable interest rate is a rate up to the then-current rate offered by a third-party lender or, if no such rate is available, up to the sum of the Secured Overnight Financing Rate (“SOFR”) applicable to such loan plus 3.25% per annum. Each advance under the Line of Credit is repayable on the earliest of (i) the 180th day following the earlier of (x) the Line of Credit Lender’s demand and (y) the expiration of the Line of Credit and (ii) if specified, the scheduled date of repayment for each such loan as set forth in the relevant loan request (the “Scheduled Repayment Date”), which date shall in no case be later than 364 days following the borrowing of such loan (unless the Line of Credit Lender, in its sole discretion, consents to a Scheduled Repayment Date that is later than 364 days following the borrowing of such loan). To the extent the Company has not repaid all loans and other obligations under the Line of Credit after a repayment event has occurred, the Company is obligated to apply excess available cash proceeds to the repayment of such loans and other obligations; provided that the Line of Credit Borrowers will be permitted to (i) make payments to fulfill any repurchase requests pursuant to the Company’s share repurchase plan or any excess tender offer on the terms described in the Company’s private placement memorandum, (ii) use funds to close any acquisition to which the Company committed to prior to receiving a demand notice, (iii) make elective distributions of an amount not to exceed amounts paid in the immediately preceding fiscal quarter and (iv) pay any taxes when due. The Line of Credit also permits voluntary prepayment of principal and accrued interest without any penalty other than customary breakage costs subject to the Lender’s discretion. Each Line of Credit Borrower may withdraw from the Line of Credit at the time all such obligations held by such Line of Credit Borrower to the Lender under the Line of Credit have been repaid to the Lender in full. The Line of Credit contains customary events of default. As is customary in such financings, if an event of default occurs under the Line of Credit, the Line of Credit Lender may accelerate the repayment of amounts outstanding under the Line of Credit and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period. None of the Line of Credit Lender and its assignees shall have any recourse to any entities with interests in the Line of Credit Borrowers such as a general partner or investor, including the Company, or any of their respective assets for any indebtedness or other monetary obligation incurred under the Line of Credit. As of both March 31, 2026 and December 31, 2025, the Line of Credit Borrowers did not have an outstanding balance under the Line of Credit. The carrying amount outstanding under the Line of Credit approximates its fair value as of both March 31, 2026 and December 31, 2025. Acquisition of Interests in Infrastructure Assets with Related Parties During the three months ended March 31, 2026, the Company purchased an interest in an Infrastructure Asset for $245,807 from an affiliated KKR-sponsored investment vehicle alongside a third party institutional investor, investment vehicles managed by an affiliate of the Manager and a proprietary investment vehicle.
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