Filing Details
- Accession Number:
- 0001140361-25-007876
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-09 20:00:00
- Filed By:
- KKR Rodeo Aggregator L.P.
- Company:
- Genesis Energy Lp (NYSE:GEL)
- Filing Date:
- 2025-03-10
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| KKR Rodeo Aggregator L.P. | 7,847,861 | 0 | 7,847,861 | 0 | 7,847,861 | 6% |
| KKR Rodeo Aggregator GP LLC | 7,847,861 | 0 | 7,847,861 | 0 | 7,847,861 | 6% |
| KKR Global Infrastructure Investors II (Rodeo) L.P. | 7,847,861 | 0 | 7,847,861 | 0 | 7,847,861 | 6% |
| KKR Associates Infrastructure II AIV L.P. | 7,847,861 | 0 | 7,847,861 | 0 | 7,847,861 | 6% |
| KKR Infrastructure II AIV GP LLC | 7,847,861 | 0 | 7,847,861 | 0 | 7,847,861 | 6% |
| KKR Financial Holdings LLC | 0 | 7,847,861 | 0 | 7,847,861 | 7,847,861 | 6% |
| KKR Group Partnership L.P. | 7,847,861 | 0 | 7,847,861 | 0 | 7,847,861 | 6% |
| KKR Group Holdings Corp. | 7,847,861 | 0 | 7,847,861 | 0 | 7,847,861 | 6% |
| KKR Group Co. Inc. | 7,847,861 | 0 | 7,847,861 | 0 | 7,847,861 | 6% |
| KKR & Co. Inc. | 7,847,861 | 0 | 7,847,861 | 0 | 7,847,861 | 6% |
| KKR Management LLP | 7,847,861 | 0 | 7,847,861 | 0 | 7,847,861 | 6% |
| Henry R. Kravis | 0 | 7,847,861 | 0 | 7,847,861 | 7,847,861 | 6% |
| George R. Roberts | 0 | 7,847,861 | 0 | 7,847,861 | 7,847,861 | 6% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
GENESIS ENERGY LP (Name of Issuer) |
Common Units - Class A representing limited partner interests (Title of Class of Securities) |
371927104 (CUSIP Number) |
Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards New York, NY, 10001 212-750-8300 M. Breen Haire, Esq. Simpson Thacher & Bartlett LLP, 600 Travis, Suite 5400 Houston, TX, 77002 713-821-5650 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR Rodeo Aggregator L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR Rodeo Aggregator GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR Global Infrastructure Investors II (Rodeo) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR Associates Infrastructure II AIV L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR Infrastructure II AIV GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR Financial Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR Group Partnership L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR Group Holdings Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR Group Co. Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR & Co. Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
KKR Management LLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
Henry R. Kravis | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 371927104 |
| 1 |
Name of reporting person
George R. Roberts | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,847,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Units - Class A representing limited partner interests | |
| (b) | Name of Issuer:
GENESIS ENERGY LP | |
| (c) | Address of Issuer's Principal Executive Offices:
811 Louisiana, Suite 1200, Houston,
TEXAS
, 77002. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on July 15, 2019 (as amended, this "Schedule 13D") relating to Common Units - Class A (the "Class A Common Units") representing limited partner interests of Genesis Energy, L.P., a Delaware limited partnership (the "Issuer").
Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended and restated as follows:
This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by:
(i) KKR Rodeo Aggregator L.P., a Delaware limited partnership;
(ii) KKR Rodeo Aggregator GP LLC, a Delaware limited liability company;
(iii) KKR Global Infrastructure Investors II (Rodeo) L.P., a Delaware limited partnership;
(iv) KKR Associates Infrastructure II AIV L.P., a Delaware limited partnership;
(v) KKR Infrastructure II AIV GP LLC, a Delaware limited liability company;
(vi) KKR Financial Holdings LLC, a Delaware limited liability company;
(vii) KKR Group Partnership L.P., a Cayman Islands exempted limited partnership;
(viii) KKR Group Holdings Corp., a Delaware corporation;
(ix) KKR Group Co. Inc., a Delaware corporation
(x) KKR & Co. Inc., a Delaware corporation;
(xi) KKR Management LLP, a Delaware limited liability partnership;
(xii) Henry R. Kravis, a United States citizen; and
(xiii) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xiii) are collectively referred to herein as the "Reporting Persons").
KKR Rodeo Aggregator GP LLC is the general partner of KKR Rodeo Aggregator L.P. KKR Global Infrastructure Investors II (Rodeo) L.P. is the sole member of KKR Rodeo Aggregator GP LLC. KKR Associates Infrastructure II AIV L.P. is the general partner of KKR Global Infrastructure Investors II (Rodeo) L.P. KKR Infrastructure II AIV GP LLC is the general partner of KKR Associates Infrastructure II AIV L.P. KKR Financial Holdings LLC is the Class B member of KKR Infrastructure II AIV GP LLC. KKR Group Partnership L.P. is the Class A member of KKR Infrastructure II AIV GP LLC and the sole member of 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. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
Each of Joseph Bae, Scott Nuttall, Robert Lewin, Ryan Stork, Dane Holmes, and Kathryn King Sudol is an executive officer of KKR Group Holdings Corp. and KKR Group Co. Inc. The directors of KKR Group Holdings Corp. and KKR Group Co. Inc. are Messrs. Bae, Nuttall, Lewin, and Stork and Ms. Sudol.
The executive officers of KKR & Co. Inc. are Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, Stork, and Holmes and Ms. Sudol. The directors of KKR & Co. Inc. are listed on the amended and restated Annex A attached to this Amendment No. 1 to Schedule 13D as Exhibit 99.1, which is incorporated herein.
Each of Messrs. Bae, Nuttall, Stork, and Holmes and Ms. Sudol is a United States citizen, and Mr. Lewin is a Canadian citizen. The directors of KKR & Co. Inc. are listed on Annex A attached hereto as Exhibit 99.1, which is incorporated herein by reference ("Annex A").
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit I. | |
| (b) | The address of the business office of each of the Reporting Persons and the other individuals named in this Item 2, unless as otherwise noted below, is:
30 Hudson Yards
New York, New York 10001
The address of the principal business office of Messrs. Kravis, Bae, Nuttall, Lewin, and Stork and Ms. Sudol is:
c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001
The address of the principal business office of Mr. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
The address of the principal business office of Mr. Holmes is:
c/o Kohlberg Kravis Roberts & Co. L.P.
555 California Street, 50th Floor
San Francisco, CA 94104
The address of the business office of each of the individuals listed on Annex A (other than Messrs. Kravis, Roberts, Bae, and Nuttall) is listed therein. | |
| (c) | KKR Rodeo Aggregator L.P. is engaged in the business of holding the Preferred Units, KKR Rodeo Aggregator GP LLC, KKR Global Infrastructure Investors II (Rodeo) L.P., KKR Associates Infrastructure II AIV L.P., KKR Infrastructure II AIV GP LLC and KKR Group Holdings Corp. are each principally engaged in the business of being a general partner or sole or managing member of their respective partnerships or limited liability companies. Each of KKR Financial Holdings LLC, KKR Group Partnership L.P., KKR Group Co. Inc., KKR & Co. Inc. and KKR Management LLP are principally engaged in being holding companies.
The present principal occupation or employment of each of Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, Stork, and Holmes and Ms. Sudol is as an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A. | |
| (d) | During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) - 5(c) and 5(e) of the Schedule 13D are hereby amended and restated as follows:
The information set forth in Items 2, 3 and 6 of this Schedule 13D and the response of the Reporting Persons to rows 7 through 13 on the cover pages of this Schedule 13D are hereby incorporated by reference herein.
The Reporting Persons may be deemed to beneficially own an aggregate of 7,847,861 Class A Common Units, which represents, in the aggregate, approximately 6.0% of the outstanding shares of the Issuer's Class A Common Units, calculated pursuant to Rule 13d-3 of the Exchange Act consisting of 7,847,861 Preferred Units, which may be converted into 7,847,861 Class A Common Units, as provided in the Partnership Agreement.
Calculations of the percentage of Class A Common Units beneficially owned is based on 122,424,321 Class A Common Units outstanding as of February 28, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2025, plus the Class A Common Units that KKR Rodeo Aggregator L.P. may acquire upon the conversion of its Preferred Units.
Each of KKR Rodeo Aggregator GP LLC (as the general partner of KKR Rodeo Aggregator L.P.), KKR Global Infrastructure Investors II (Rodeo) L.P. (as the sole member of KKR Rodeo Aggregator GP LLC), KKR Associates Infrastructure II AIV L.P. (as the general partner of KKR Global Infrastructure Investors II (Rodeo) L.P.), KKR Infrastructure II AIV GP LLC (as the general partner of KKR Associates Infrastructure II AIV L.P.), KKR Financial Holdings LLC (as the Class B member of KKR Infrastructure II AIV GP LLC), KKR Group Partnership L.P. (as the Class A member of KKR Infrastructure II AIV GP LLC and the sole member of KKR Financial Holdings LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein as directly held by KKR Rodeo Aggregator L.P.
The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.
To the best knowledge of the Reporting Persons, none of the other persons named in Item 2 beneficially owns any Class A Common Units. Any beneficial ownership of Class A Common Units by the directors of KKR is listed on Annex A. | |
| (c) | On March 6, 2025, KKR Rodeo Aggregator L.P. entered into a repurchase agreement with the Issuer pursuant to which the Issuer agreed to repurchase from KKR Rodeo Aggregator L.P. 3,708,098 Preferred Units at a price of $35.3955 per Preferred Unit. The repurchase closed on March 7, 2025. Except as set forth in this Amendment No. 1, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person listed on Annex A, or any other person named in Item 2, has engaged in any transaction in any Class A Common Units during the past 60 days. | |
| (e) | Item 5(e) of the Schedule 13D is hereby amended and restated as follows:
On March 17, 2020, in connection with the termination of the Loan Agreement described herein, Rodeo Finance Aggregator LLC ceased to be the beneficial owner of more than 5% of the outstanding Class A Common Units. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
On March 17, 2020, Rodeo Finance Aggregator LLC paid off the Loan Agreement and the Lenders returned the Pledged Units. Rodeo Finance Aggregator LLC directed the Lenders to return the Pledged Units to KKR Rodeo Aggregator L.P., its sole member, and as such, KKR Rodeo Aggregator L.P. became the direct holder of the Class A Common Units.
Certain accounts and funds managed by a subsidiary of KKR & Co. Inc. currently hold an aggregate of approximately $53.24 million principal amount of one or more tranches of the Issuer's senior unsecured notes. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit No. Description
Exhibit 99.1 Annex A Directors of KKR & Co. Inc.
Exhibit I Joint Filing Agreement by and among the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
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