8-K 1 s002679x2_8k.htm FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): February 22, 2019
 

KKR Real Estate Finance Trust Inc.
(Exact Name of Registrant as Specified in its Charter)


 Maryland
001-38082
47-2009094
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

9 West 57th Street, Suite 4200, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)

(212) 750-8300
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 
Emerging growth company
☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☒
Item 8.01 Other Events.
 
On February 22, 2019, KKR Real Estate Finance Trust Inc. (the “Company”) and KKR Real Estate Finance Manager LLC (the “Manager”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and KKR Capital Markets LLC (each, a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $100.0 million of its common stock, par value $0.01 per share (the “Common Stock”), through the Sales Agents.  Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.
 
Sales of the Common Stock made pursuant to the Equity Distribution Agreement, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law, at prices related to the prevailing market prices or at negotiated prices, or as otherwise agreed between the applicable Sales Agent and the Company. Each Sales Agent will be entitled to compensation in an amount not to exceed, but may be less than, 2.00% of the gross sales price per share for any Common Stock sold through it.
 
The Company intends to use the net proceeds from sales of Common Stock pursuant to the Equity Distribution Agreement to acquire its target assets in a manner consistent with its investment strategies and investment guidelines and for general corporate purposes.
 
The Equity Distribution Agreement contains customary representations, warranties and agreements of the Company and the Manager, indemnification rights and obligations of the parties and termination provisions. A copy of the Equity Distribution Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the descriptions of the material terms of the Equity Distribution Agreement in this Item 8.01 are qualified in their entirety by reference to such Exhibit, which is incorporated herein by reference.
 
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
  
Description
 
 
 


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  KKR REAL ESTATE FINANCE TRUST INC.
       
  By:  /s/ Christen E.J. Lee
   
Name:
Christen E.J. Lee
   
Title:
Co-Chief Executive Officer and Co-President
 
Date: February 25, 2019