Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions Management Agreement On July 27, 2023, the Company entered into a management agreement with the Manager, which was further amended on May 30, 2024 (“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 S Shares, Class D Shares, Class U Shares and Class I Shares and (ii) 1.00% per annum of the month-end NAV attributable to Class R-S Shares, Class R-D Shares, Class R-U Shares and Class R-I Shares for a 60-month period following August 1, 2023 (the “Initial Offering”), and 1.25% per annum of the month-end NAV attributable to such Shares thereafter, each before giving effect to accruals for the Management Fee, the Distribution Fee (as defined herein), the Servicing Fee (as defined herein), the Performance Participation Allocation (as defined herein), share repurchases for that month, any distributions and without taking into account any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which the Company indirectly acquires and holds a portfolio company, as determined in the good faith judgment of the Manager. Such Management Fee is calculated based on the Company’s transactional net asset value (“Transactional Net Asset Value”), which is used to determine 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 portfolio companies, 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 June 30, 2026 and 2025, the Manager earned $32,907 and $17,586 in gross Management Fees, respectively, and the Company offset Management Fees and certain other expenses of $21,286 and $18,498, respectively, and for the six months ended June 30, 2026 and 2025, the Manager earned $61,942 and $31,393 in gross Management Fees, respectively, and the Company offset Management Fees and certain other expenses of $50,958 and $32,305, respectively. As of June 30, 2026, the Company owed a net Management Fee to the Manager of $11,621. No such net Management Fee was owed to the Manager as of December 31, 2025. Pursuant to the Management Agreement, such amounts earned may be offset by the Manager against amounts due to the Company from the Manager. As of December 31, 2025, there were unapplied credits of $27,148 to be carried forward that relate to Other Fees earned. There were no unapplied credits available to be carried forward that relate to Other Fees earned as of June 30, 2026. Performance Participation Allocation Under the limited liability company agreement of the Company (as amended, the “LLC Agreement”), for as long as the Management Agreement has not been terminated, any Class H Member (as defined in the LLC Agreement) may receive a Performance Participation Allocation from the Company. KKR is allocated a “Performance Participation Allocation” equal to 15.0% of the Total Return attributable to Investor Shares subject to a 5.0% 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 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 (as defined in the LLC Agreement) (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to KKR equals 15.0% 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, 15.0% 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 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 15.0% 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. For the three months ended June 30, 2026 and 2025, the Company recognized a Performance Participation Allocation of $48,163 and $29,468, respectively, and for the six months ended June 30, 2026 and 2025, the Company recognized a Performance Participation Allocation of $107,386 and $89,485, respectively. As of June 30, 2026 and December 31, 2025, a Performance Participation Allocation accrual of $158,297 and $51,704, respectively, was recorded in the Consolidated Statements of Assets and Liabilities. During the three months ended June 30, 2026 and 2025, the Company issued 18,553 Class F Shares and 1,518 Class F Shares, respectively, to the Class H Member totaling $700 and $49, respectively, in satisfaction of the Performance Participation Allocation resulting from repurchases of Investor Shares. During the six months ended June 30, 2026 and 2025, the Company issued 21,114 Class F Shares and 1,647 Class F Shares, respectively, to the Class H Member totaling $793 and $53, respectively, in satisfaction of the Performance Participation Allocation resulting from repurchases of Investor Shares. Dealer-Manager Agreement On July 27, 2023, the Company entered into a 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. Other Transactions with Dealer Manager During the three and six months ended June 30, 2026, the Company remitted $1,125 and $2,375, to the Dealer Manager for arranger fees related to the Revolving Credit Agreement (as defined in Note 7. Credit Facility). During both the three and six months ended June 30, 2025, the Company remitted $750 to the Dealer Manager for arranger fees related to the Revolving Credit Agreement. Additionally, during both the three and six months ended June 30, 2025, the Company remitted $2,492 to the Dealer Manager for its services in sourcing, organizing, and executing a tender offer for the acquisition of certain stakes in a portfolio company. Distribution Fees and Servicing Fees The Company pays KKR Capital Markets LLC ongoing distribution and servicing fees (a) of 0.85% of NAV per annum for Class S Shares, Class U Shares, Class R-S Shares and Class R-U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), accrued and payable monthly 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 Transactional Net Asset Value. None of the Class I Shares, Class R-I Shares, Class E Shares, Class F Shares, Class G Shares or Class H Shares incur the Distribution Fee or the Servicing Fee. The Dealer Manager generally expects to reallow the Distribution Fee and the Servicing Fee to participating broker dealers or other intermediaries. The Company may also pay for certain sub-transfer agency, platform, sub-accounting and administrative services outside of the Distribution Fee and the Servicing Fee. 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-S Shares, Class R-U Shares and Class R-D Shares. As of June 30, 2026 and December 31, 2025, the Company has accrued $373,583 and $338,409, respectively, of Servicing Fees and Distribution Fees payable to the Dealer Manager related to Class R-U Shares, Class R-D Shares, Class D Shares, Class S Shares and Class U Shares sold. Expense Limitation and Reimbursement Agreement Pursuant to an Amended and Restated Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”), through and including June 30, 2025, the Manager has agreed to 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 (as 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) portfolio company or joint venture 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 June 30, 2025 and was not renewed by the Manager and the Company for a successive term. The Company had agreed to carry forward the amount of any foregone management fee 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. During the three and six months ended June 30, 2025, the Manager recouped expenses of $5,112 and $8,960, respectively, incurred by the Company, pursuant to the Expense Limitation Agreement. All amounts subject to recoupment by the Manager pursuant to the Expense Limitation Agreement were recouped as of September 30, 2025, therefore, no such expenses were recouped during the three and six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025, the Company recorded $18,057 and $14,608, respectively, as Due to Manager related to amounts paid by the Manager on behalf of the Company. Acquisition of Interests in Portfolio Companies through Secondary Transactions with Related Party During the three and six months ended June 30, 2025, the Company purchased an additional interest in a portfolio company, through a tender offer, in part from investment vehicles that are managed by an affiliate of the Manager for $293,074 and recorded unrealized appreciation of $12,829 in connection with the investment acquired. During the six months ended June 30, 2025, the Company purchased interests in portfolio companies from an investment vehicle that is managed by an affiliate of the Manager for $317,822 and recorded unrealized appreciation of $32,719 in connection with the investments acquired. Acquisition of Interests in Portfolio Companies with Related Parties During the six months ended June 30, 2026, the Company purchased an interest in a portfolio company from an affiliated KKR-sponsored investment vehicle alongside the relevant flagship private equity vehicle as part of a sale and purchase between successive fund vintages for $348,654. During the six months ended June 30, 2025, the Company purchased an interest in a portfolio company from an affiliated KKR-sponsored investment vehicle alongside the relevant flagship private equity vehicle as part of a sale and purchase between successive fund vintages for $32,507. During the six months ended June 30, 2025, alongside the relevant KKR flagship private equity vehicles, an existing investment in a portfolio company was recapitalized, and the Company invested an additional $133,973. In connection with this investment, the Company received proceeds of $64,366 and recognized a realized gain on investment of $32,761. Line of Credit On December 20, 2023, certain wholly-owned 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 (as amended, the “Line of Credit”) to provide for up to a maximum aggregate principal amount of $300,000 with KKR Alternative Assets LLC (the “Line of Credit Lender”), an affiliate of the Company. Each loan under the Line of Credit will (i) be subject to an interest rate per annum as set forth in the applicable loan request up to the then-current rate offered by a third party lender or, if no such rate is available, up to Secured Overnight Financing Rate (“SOFR”) applicable to such loan plus 3.50% and (ii) in the event that the interest rate is zero percent such loan will have a maximum maturity of 364 days following the borrowing of such loan (unless otherwise consented to by the Lender in its sole discretion). The Line of Credit was initially set to expire on December 20, 2024, subject to six-month extension options requiring the Line of Credit Lender’s approval. On May 4, 2026, the Line of Credit Lender agreed to extend the Line of Credit an additional six months through December 18, 2026, subject to additional six-month extension options requiring the Line of Credit Lender’s approval. Each advance under the Line of Credit is repayable on the earlier of the (i) 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 (w) 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 PPM, (x) use funds to close any acquisition of a portfolio company which the Company committed to prior to receiving a demand notice, (y) make elective distributions of an amount not to exceed amounts paid in the immediately preceding fiscal quarter and (z) 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 Line of Credit 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 Line of Credit Lender under the Line of Credit have been repaid to the Line of Credit 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. The Line of Credit Lender and its assignees shall not 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. No balance was outstanding on the Line of Credit as of both June 30, 2026 and December 31, 2025.
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