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): April 9, 2021
KKR Real Estate Finance Trust Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-38082
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47-2009094
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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30 Hudson Yards, Suite 7500, New York, New York 10001
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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KREF
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New York Stock Exchange
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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).
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Emerging growth company
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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. ☒
On April 9, 2021, KKR Real Estate Finance Trust Inc. (the “Company”) and KKR Real Estate Finance Manager LLC (the “Manager”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc., as representative of the underwriters (collectively, the “Underwriters”) to issue and sell (the “Offering”) 6,000,000 shares of the Company’s 6.50% Series A
Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a public offering price of $25.00 per share. The Company also granted the Underwriters a 30- day option to purchase up to an additional 900,000 shares of Series A Preferred
Stock, which was exercised in full. The Offering is expected to close on April 16, 2021, subject to customary closing conditions. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company and the
Manager, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The Offering is being made pursuant to registration statements on Form S-3 (Registration Nos. 333-226167 and 333-229043) and a related prospectus, dated
February 7, 2019, including the related prospectus supplement dated April 9, 2021 and filed with the Securities and Exchange Commission. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The
foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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Underwriting Agreement, dated as of April 9, 2021, among the Company, the Manager and Raymond James & Associates, Inc.
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104
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Cover Page Interactive Data File, formatted in Inline XBRL
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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KKR REAL ESTATE FINANCE TRUST INC.
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By:
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/s/ Vincent Napolitano
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Name:
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Vincent Napolitano
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Title:
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General Counsel and Secretary
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Date: April 15, 2021
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