| ☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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| ☒ |
third-party tender offer subject to Rule 14d-1.
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| ☐ |
issuer tender offer subject to Rule 13e-4.
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| ☐ |
going private transaction subject to Rule 13e-3
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| ☐ |
amendment to Schedule 13D under Rule 13d-2
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| ☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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| ☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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| Item 11. |
Additional Information.
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| • |
The Purchaser has received the preliminary results of the Offer, which expired at 11:59 p.m., New York City time, on June 11, 2026 (the “Expiration Date”).
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| • |
Based on the preliminary count by Kroll Issuer Services US, the Depositary for the Offer (the “Depositary”), a total of approximately 17,993,004 Shares were validly tendered and received, and not
properly withdrawn at or before the Expiration Date.
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| • |
In accordance with the terms and conditions of the Offer and based on the preliminary count by the Depositary, the Purchaser expects to accept for payment, at a purchase price of $11.00 per Share, 13,636,363 Shares validly tendered and not
properly withdrawn at or before the Expiration Date, at an aggregate purchase price of approximately $149,999,993, excluding fees and expenses relating to the Offer.
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| • |
Since the Offer is oversubscribed, the Purchaser expects to accept the Shares on a pro rata basis and has been informed by the Depositary that the preliminary proration factor for the Offer is 75.787%.
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| Item 12. |
Exhibits.
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Offer to Purchase (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-T filed by the Purchaser on May 12, 2026).
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Letter of Transmittal (including Internal Revenue Service Form W-9) (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO-T filed by the Purchaser on May 12, 2026).
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Press Release issued by the Purchaser on May 11, 2026 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Purchaser on May 11, 2026).
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Summary Advertisement as published in The Wall Street Journal on May 12, 2026 (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO-T filed by the Purchaser on May 12, 2026).
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(b)
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None.
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Purchase Agreement, dated May 10, 2026, by and between the Purchaser and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2026).
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Form of Equity Distribution Agreement (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed on February 25, 2026).
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Amended and Restated Investment Advisory Agreement, dated as of June 16, 2021, by and between the Company and the Adviser (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2025 filed on February 25, 2026).
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Administration Agreement, dated as of April 9, 2018, by and between the Company and the Adviser (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed on
February 25, 2026).
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Amendment No. 1 to Third Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May 8, 2026, by and among the Company, JPMorgan Chase Bank, N.A. and each of the lenders party thereto (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed on May 11, 2026).
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Underwriting Agreement, dated June 1, 2026, by and among the Company, the Adviser and BofA Securities, Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC, KKR Capital Markets LLC, RBC Capital Markets, LLC and SMBC Nikko Securities
America, Inc., as representatives of the underwriters named in Schedule A thereto (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on June 2, 2026).
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(g)
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None.
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(h)
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None.
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KKR Alternative Assets L.P.
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By: KKR Alternative Assets Limited, its general partner
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By:
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/s/ Noah Greenhill
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Name: Noah Greenhill
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Title: Authorized Signatory
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KKR Alternative Assets Limited
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By:
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/s/ Noah Greenhill
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Name: Noah Greenhill
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Title: Authorized Signatory
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