0001140361-26-020892.txt : 20260512 0001140361-26-020892.hdr.sgml : 20260512 20260512202424 ACCESSION NUMBER: 0001140361-26-020892 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20260512 DATE AS OF CHANGE: 20260512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KKR Asset-Based Finance Fund CENTRAL INDEX KEY: 0001787621 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92263 FILM NUMBER: 26970498 BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA STREET, 50TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-315-3620 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET, 50TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: KKR Credit Opportunities Portfolio DATE OF NAME CHANGE: 20190909 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR Group Partnership L.P. CENTRAL INDEX KEY: 0001472698 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] ORGANIZATION NAME: 02 Finance EIN: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: KKR Fund Holdings L.P. DATE OF NAME CHANGE: 20090921 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0001140361-21-005414 0001472698 XXXXXXXX LIVE 2 Class I Shares of Beneficial Interest, $0.001 par value 05/08/2026 0001787621 48254B107 KKR Asset-Based Finance Fund
555 California Street 50th Floor San Francisco CA 94104
Lori Hoffman 415-315-3620 KKR Credit Advisors (US) LLC 555 California Street, 50th Floor San Francisco CA 94104 Y KKR Alternative Assets LLC OO DE 1600000.00 0.00 1600000.00 0.00 1600000.00 17.8 OO Y KKR Group Assets Holdings II L.P. OO DE 1600000.00 0.00 1600000.00 0.00 1600000.00 17.8 PN Y KKR Group Assets II GP LLC OO DE 1600000.00 0.00 1600000.00 0.00 1600000.00 17.8 OO Y Global Atlantic Limited (Delaware) OO DE 2400000.00 0.00 2400000.00 0.00 2400000.00 26.7 CO Y Global Atlantic Financial Group Limited OO D0 2400000.00 0.00 2400000.00 0.00 2400000.00 26.7 OO Y The Global Atlantic Financial Group LLC OO D0 2400000.00 0.00 2400000.00 0.00 2400000.00 26.7 OO Y KKR Magnolia Holdings LLC OO E9 2400000.00 0.00 2400000.00 0.00 2400000.00 26.7 OO Y KKR Group Assets Holdings L.P. OO DE 2400000.00 0.00 2400000.00 0.00 2400000.00 26.7 PN Y KKR Group Assets GP LLC OO DE 2400000.00 0.00 2400000.00 0.00 2400000.00 26.7 OO 0001472698 N KKR Group Partnership L.P. OO E9 4000000.00 0.00 4000000.00 0.00 4000000.00 44.6 PN Y KKR Group Holdings Corp. OO DE 4000000.00 0.00 4000000.00 0.00 4000000.00 44.6 CO Y KKR Group Co. Inc. OO DE 4000000.00 0.00 4000000.00 0.00 4000000.00 44.6 CO Y KKR & Co. Inc. OO DE 4000000.00 0.00 4000000.00 0.00 4000000.00 44.6 CO Y KKR Management LLP OO DE 4000000.00 0.00 4000000.00 0.00 4000000.00 44.6 PN Y Henry R. Kravis X1 0.00 4000000.00 0.00 4000000.00 4000000.00 44.6 IN Y George R. Roberts OO X1 0.00 4000000.00 0.00 4000000.00 4000000.00 44.6 IN Class I Shares of Beneficial Interest, $0.001 par value KKR Asset-Based Finance Fund 555 California Street 50th Floor San Francisco CA 94104 This amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on February 19, 2021, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on March 7, 2025 (as amended, this "Schedule 13D") relating to Class I shares of beneficial interest, par value $0.001 per share (the "Shares"), of KKR Asset-Based Finance Fund (formerly, KKR Credit Opportunities Portfolio), a closed-end management investment company (the "Issuer"). On May 8, 2026, in connection with an internal reorganization (the "Reorganization"), Global Atlantic Limited (Delaware), an indirect, wholly owned subsidiary of KKR Group Partnership L.P., transferred 1,600,000 Shares to KKR Alternative Assets LLC, another indirect, wholly owned subsidiary of KKR Group Partnership L.P., for an aggregate of $36,240,000.00. This Schedule 13D reports beneficial ownership as of May 8, 2026, immediately following the Reorganization, and reflects among other things, an initial filing on Schedule 13D by KKR Alternative Assets LLC, KKR Group Assets Holdings II L.P. and KKR Group Assets II GP LLC. Item 2 of the Schedule 13D is hereby amended and supplemented 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 Alternative Assets LLC, a Delaware limited liability company; ii. KKR Group Assets Holdings II L.P., a Delaware limited partnership; iii. KKR Group Assets II GP LLC, a Delaware limited liability company; iv. Global Atlantic Limited (Delaware), a Delaware corporation; v. Global Atlantic Financial Group Limited, a Bermuda exempted company; vi. The Global Atlantic Financial Group LLC, a Bermuda exempted limited liability company; vii. KKR Magnolia Holdings LLC, a Cayman Islands limited liability company; viii. KKR Group Assets Holdings L.P., a Delaware limited partnership; ix. KKR Group Assets GP LLC, a Delaware limited liability company x. KKR Group Partnership L.P., a Cayman Islands exempted limited partnership; xi. KKR Group Holdings Corp., a Delaware corporation; xii. KKR Group Co. Inc., a Delaware corporation; xiii. KKR & Co. Inc., a Delaware corporation; xiv. KKR Management LLP, a Delaware limited liability partnership; xv. Henry R. Kravis, a United States citizen; and xvi. George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xvi) are collectively referred to herein as the "Reporting Persons"). Global Atlantic Limited (Delaware) is wholly owned by Global Atlantic Financial Group Limited, which is wholly owned by The Global Atlantic Financial Group LLC. KKR Magnolia Holdings LLC is the sole member of The Global Atlantic Financial Group LLC. KKR Group Assets Holdings L.P. is the sole member of KKR Magnolia Holdings LLC. KKR Group Assets GP LLC is the general partner of KKR Group Assets Holdings L.P. KKR Group Assets Holdings II L.P. is the sole member of KKR Alternative Assets LLC. KKR Group Assets II GP LLC is the general partner of KKR Group Assets Holdings II L.P. KKR Group Partnership L.P. is the sole member of KKR Group Assets GP LLC and KKR Group Assets II GP 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, 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 and Lewin, and Ms. Sudol. The executive officers of KKR & Co. Inc. are Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, 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. 2 to Schedule 13D as Exhibit 99.1, which is incorporated herein. Each of Messrs. Bae, Nuttall, and Holmes and Ms. Sudol is a United States citizen, and Mr. Lewin is a Canadian citizen. The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit D. 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 each of Global Atlantic Financial Group Limited, and The Global Atlantic Financial Group LLC is: Washington House 16 Church St, 5th Flr. Hamilton Bermuda The address of the principal business office of Messrs. Kravis, Bae, Nuttall, Lewin 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. The Global Atlantic Financial Group LLC and Global Atlantic Financial Group Limited are principally engaged in the business of being holding companies. KKR Alternative Assets LLC is principally engaged in making investments. Global Atlantic Limited (Delaware) is, through its subsidiaries, principally engaged in the business of retirement and life insurance and reinsurance. KKR Group Assets Holdings L.P., KKR Group Assets Holdings II L.P., KKR Magnolia 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. KKR Group Assets GP LLC, KKR Group Assets II GP LLC and KKR Group Holdings Corp. are principally engaged in being the general partners of their respective partnerships. The present principal occupation or employment of each of Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, 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. 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). 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 3 of the Schedule 13D is hereby amended and supplemented as follows: On May 8, 2026, in connection with the Reorganization, Global Atlantic Limited (Delaware), an indirect, wholly owned subsidiary of KKR Group Partnership L.P., transferred 1,600,000 Shares of the Issuer to KKR Alternative Assets LLC, another indirect, wholly owned subsidiary of KKR Group Partnership L.P., for an aggregate of $36,240,000.00. KKR Alternative Assets LLC used working capital to purchase the Shares. Item 5 of the Schedule 13D is hereby amended and restated as follows: The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. The Reporting Persons beneficially own an aggregate of 4,000,000 Shares, representing 44.6% of the outstanding Shares and 17.0% of the aggregate Shares of the Issuer outstanding. The Reporting Persons' beneficial ownership consists of: (i) 2,400,000 Shares held directly by Global Atlantic Limited (Delaware) representing 26.7% of the outstanding Shares and 10.2% of the aggregate common shares outstanding and (ii) 1,600,000 Shares held directly by KKR Alternative Assets LLC representing 17.8% of the outstanding Shares and 6.8% of the aggregate common shares outstanding. The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 8,977,416 Shares and an aggregate of 23,587,844 common shares outstanding as of January 31, 2026 based on information set forth in the Post Effective Amendment to Registration Statement on Form 486BPOS filed with the Securities and Exchange Commission on February 27, 2026. Global Atlantic Financial Group Limited (as the sole shareholder of Global Atlantic Limited (Delaware)), The Global Atlantic Financial Group LLC (as the sole shareholder of Global Atlantic Financial Group Limited), KKR Magnolia Holdings LLC (as the sole member of The Global Atlantic Financial Group LLC), KKR Group Assets Holdings L.P. (as the sole member of KKR Magnolia Holdings LLC), KKR Group Assets GP LLC (as the general partner of KKR Group Assets Holdings L.P.), KKR Group Partnership L.P. (as the sole member of KKR Group Assets GP 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 owners of the securities reported herein as directly owned by Global Atlantic Limited (Delaware). KKR Group Assets Holdings II L.P. (as the sole member of KKR Alternative Assets LLC), KKR Group Assets II GP LLC (as the general partner of KKR Group Assets Holdings II L.P.), KKR Group Partnership L.P. (as the sole member of KKR Group Assets II GP 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 owners of the securities reported herein as directly owned by KKR Alternative Assets LLC. 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 individuals named in Item 2 beneficially owns Shares except as described herein. See Item 5(a) above. Other than as described in this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any Shares in the prior 60 days. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein. Not applicable. Item 7 of the Schedule 13D is hereby amended and supplemented as follows Exhibit No. Description 99.1 Annex A Directors of KKR & Co. Inc. D Joint Filing Agreement KKR Alternative Assets LLC /s/ Christopher Lee Christopher Lee, Secretary 05/12/2026 KKR Group Assets Holdings II L.P. /s/ Christopher Lee Christopher Lee, Secretary, KKR Group Assets II GP LLC, its general partner 05/12/2026 KKR Group Assets II GP LLC /s/ Christopher Lee Christopher Lee, Secretary 05/12/2026 Global Atlantic Limited (Delaware) /s/ Gary Silber Gary Silber, Assistant Secretary 05/12/2026 Global Atlantic Financial Group Limited /s/ Gary Silber Gary Silber, General Counsel for Investments, Institutional Markets & Corporate Office and Assistant Secretary 05/12/2026 The Global Atlantic Financial Group LLC /s/ Risa Gordon Risa Gordon, Assistant Secretary 05/12/2026 KKR Magnolia Holdings LLC /s/ Christopher Lee Christopher Lee, Secretary 05/12/2026 KKR Group Assets Holdings L.P. /s/ Christopher Lee Christopher Lee, Secretary, KKR Group Assets GP LLC, its general partner 05/12/2026 KKR Group Assets GP LLC /s/ Christopher Lee Christopher Lee, Secretary 05/12/2026 KKR Group Partnership L.P. /s/ Christopher Lee Christopher Lee, Secretary KKR Group Holdings Corp., its general partner 05/12/2026 KKR Group Holdings Corp. /s/ Christopher Lee Christopher Lee, Secretary 05/12/2026 KKR Group Co. Inc. /s/ Christopher Lee Christopher Lee, Secretary 05/12/2026 KKR & Co. Inc. /s/ Christopher Lee Christopher Lee, Secretary 05/12/2026 KKR Management LLP /s/ Christopher Lee Christopher Lee, Assistant Secretary 05/12/2026 Henry R. Kravis /s/ Christopher Lee Christopher Lee, Attorney-in-fact 05/12/2026 George R. Roberts /s/ Christopher Lee Christopher Lee, Attorney-in-fact 05/12/2026 EX-99.1 2 ef20073049_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1
 
Annex A
 
Directors of KKR & Co. Inc.
 
The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc., whose address (unless otherwise specified in the Schedule 13D) is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New York, 10001. Each of such persons is a citizen of the United States other than Matthew R. Cohler, who is a citizen of the United States and Malta, Arturo Gutiérrez Hernández, who is a citizen of Mexico, Xavier B. Niel, who is a citizen of France, and Evan T. Spiegel, who is a citizen of the United States and France.
 
Name
Principal Occupation
Henry R. Kravis
Co-Executive Chairman of KKR & Co. Inc.
George R. Roberts
Co-Executive Chairman of KKR & Co. Inc.
Joseph Y. Bae
Co-Chief Executive Officer of KKR & Co. Inc.
Scott C. Nuttall
Co-Chief Executive Officer of KKR & Co. Inc.
Craig Arnold
Former Chairman of the Board and Chief Executive Officer of Eaton Corporation
Timothy R. Barakett
Founder and Chief Executive Officer of TRB Advisors
Adriane M. Brown
Managing Partner of Flying Fish Partners
Matthew R. Cohler
Former General Partner of Benchmark
Mary N. Dillon
Former President and Chief Executive Officer of Foot Locker, Inc.
Arturo Gutiérrez Hernández
Chief Executive Officer of Arca Continental, S.A.B. de C.V.
Xavier B. Niel
Founder and Chairman of the Board of Iliad SA
Kimberly A. Ross
Former Senior Vice President and Chief Financial Officer of Baker Hughes Company
Patricia F. Russo
Former Chief Executive Officer of Alcatel-Lucent
Robert W. Scully
Former Member of the Office of the Chairman of Morgan Stanley
Evan T. Spiegel
Co-Founder and Chief Executive Officer of Snap Inc.
 
 
 EX-99.D 3 ef20073049_ex99-d.htm EXHIBIT D
Exhibit D
 
JOINT FILING AGREEMENT
 
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class I shares of beneficial interest of KKR Asset-Based Finance Fund (formerly, KKR Credit Opportunities Portfolio) is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
     
  KKR ALTERNATIVE ASSETS LLC
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Secretary
    Date: 05/12/2026
     
  KKR GROUP ASSETS HOLDINGS II L.P.
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Secretary, KKR Group Assets II GP LLC, its general partner
    Date: 05/12/2026
     
  KKR GROUP ASSETS II GP LLC
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Secretary
    Date: 05/12/2026
     
  GLOBAL ATLANTIC LIMITED (DELAWARE)
     
  Signature: /s/ Gary Silber
    Name and Title: Gary Silber, Assistant Secretary
    Date: 05/12/2026
     
  GLOBAL ATLANTIC FINANCIAL GROUP LIMITED
     
  Signature: /s/ Gary Silber
    Name and Title: Gary Silber, General Counsel for Investments, Institutional Markets & Corporate Office and Assistant Secretary
    Date: 05/12/2026
     
  GLOBAL ATLANTIC FINANCIAL GROUP LLC
     
  Signature: /s/ Risa Gordon
    Name and Title: Risa Gordon, Assistant Secretary
    Date: 05/12/2026
 
1
   
  KKR MAGNOLIA HOLDINGS LLC
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Secretary
    Date: 05/12/2026
     
  KKR GROUP ASSETS HOLDINGS L.P.
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Secretary,
    KKR Group Assets GP LLC, its general partner
    Date: 05/12/2026
     
  KKR GROUP ASSETS GP LLC
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Secretary
    Date: 05/12/2026
     
  KKR GROUP PARTNERSHIP L.P.
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Secretary
    KKR Group Holdings Corp., its general partner
    Date: 05/12/2026
     
  KKR GROUP HOLDINGS CORP.
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Secretary
    Date: 05/12/2026
     
  KKR GROUP CO. INC.
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Secretary
    Date: 05/12/2026
     
  KKR & CO. INC.
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Secretary
    Date: 05/12/2026
     
  KKR MANAGEMENT LLP
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Assistant Secretary
    Date: 05/12/2026
 
2
   
  HENRY R. KRAVIS
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Attorney-in-fact
    Date: 05/12/2026
     
  GEORGE R. ROBERTS
     
  Signature: /s/ Christopher Lee
    Name and Title: Christopher Lee, Attorney-in-fact
    Date: 05/12/2026