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): May 10, 2021

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.)

30 Hudson Yards, Suite 7500
New York, New York
  
10001
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (212) 750-8300

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))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common stock, par value $0.01 per share
  
KREF
  
New York Stock Exchange
6.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
  
KREF PRA
  
New York Stock Exchange

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 1.01
Entry into a Material Definitive Agreement.

On May 10, 2021, KKR Real Estate Finance Trust Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, KKR Real Estate Finance Manager LLC, KKR REFT Holdings L.P., a stockholder of the Company (the “Selling Stockholder”) and Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC as representatives of the several underwriters (collectively, the “Underwriters”), relating to an underwritten offering of 5,000,000 shares of the Company’s common stock, par value $0.01 per share, to be sold by the Selling Stockholder (the “Shares”). The Selling Stockholder also granted the Underwriters a 30- day option to purchase up to an additional 750,000 Shares. The Shares are being offered pursuant to the Company’s Registration Statements on Form S-3 (Registration Nos. 333-226167 and 333-229043), as supplemented by the prospectus supplement dated May 10, 2021. The net proceeds from the offering of the Shares were approximately $100.35 million. The Company will not receive any of the proceeds from the Shares sold by the Selling Stockholder.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits:

 Exhibit
Number
  
Description
 
Underwriting Agreement, dated as of May 10, 2021, among the Company, KKR Real Estate Finance Manager LLC, the selling stockholder named therein and the underwriters named therein.
104
  
Cover Page Interactive Data File, formatted in Inline XBRL.
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.

 
KKR REAL ESTATE FINANCE TRUST INC.
     
 
By:

/s/ Vincent Napolitano
   
Name:
Vincent Napolitano
   
Title:
General Counsel and Secretary
       
Date: May 13, 2021