0001104659-18-045268.txt : 20180716 0001104659-18-045268.hdr.sgml : 20180716 20180716160805 ACCESSION NUMBER: 0001104659-18-045268 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180716 DATE AS OF CHANGE: 20180716 GROUP MEMBERS: GPF REAL ESTATE CO-INVESTMENT L.P. GROUP MEMBERS: LAKE TAHOE III, L.P. GROUP MEMBERS: TREA II AIV ERISA, L.P. GROUP MEMBERS: TREA II AIV NON-ERISA, L.P. GROUP MEMBERS: TTG KREF SA HOLDCO, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KKR Real Estate Finance Trust Inc. CENTRAL INDEX KEY: 0001631596 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 472009094 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90236 FILM NUMBER: 18954553 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 750-8300 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Townsend Holdings LLC CENTRAL INDEX KEY: 0001684139 IRS NUMBER: 453073569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1660 WEST SECOND STREET STREET 2: SUITE 450 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 2167819090 MAIL ADDRESS: STREET 1: 1660 WEST SECOND STREET STREET 2: SUITE 450 CITY: CLEVELAND STATE: OH ZIP: 44113 SC 13G 1 a18-8138_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

KKR Real Estate Finance Trust Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

48251K100

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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 13G

 

CUSIP No. 48251K100

 

 

1

Names of Reporting Persons
Townsend Holdings LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
5,626,470(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
5,626,470(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,626,470 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
10.6%(2)

 

 

12

Type of Reporting Person (See Instructions)
IA

 

(1) Represents shares of common stock held by TTG KREF SA HoldCo, LLC (498,643), TREA II AIV ERISA, L.P. (643,226), TREA II AIV NON-ERISA, L.P. (1,361,369), Lake Tahoe III, L.P. (2,500,732) and GPF Real Estate Co-Investment L.P. (622,500). The Reporting Person exercises full investment discretion and voting control over all of the shares.

 

(2) Based on 53,057,429 shares of common stock outstanding as of May 8, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter year ended March 31, 2018 filed with the Securities and Exchange Commission on May 9, 2018.

 

2


 

CUSIP No. 48251K100

 

 

1

Names of Reporting Persons
TTG KREF SA Holdco, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
498,643

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
498,643

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
498,643

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.9%(1)

 

 

12

Type of Reporting Person (See Instructions)
OO

 

(1) Based on 53,057,429 shares of common stock outstanding as of May 8, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter year ended March 31, 2018 filed with the Securities and Exchange Commission on May 9, 2018..

 

3


 

CUSIP No. 48251K100

 

 

1

Names of Reporting Persons
TREA II AIV ERISA, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
643,226

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
643,226

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
643,226

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
1.2%(1)

 

 

12

Type of Reporting Person (See Instructions)
PN

 

(1) Based on 53,057,429 shares of common stock outstanding as of May 8, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter year ended March 31, 2018 filed with the Securities and Exchange Commission on May 9, 2018.

 

4


 

CUSIP No. 48251K100

 

 

1

Names of Reporting Persons
TREA II AIV NON-ERISA, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
1,361,369

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,361,369

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,361,369

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
2.6%(1)

 

 

12

Type of Reporting Person (See Instructions)
PN

 

(1) Based on 53,057,429 shares of common stock outstanding as of May 8, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter year ended March 31, 2018 filed with the Securities and Exchange Commission on May 9, 2018.

 

5


 

CUSIP No. 48251K100

 

 

1

Names of Reporting Persons
Lake Tahoe III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
2,500,732

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,500,732

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,732

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
4.7%(1)

 

 

12

Type of Reporting Person (See Instructions)
PN

 

(1) Based on 53,057,429 shares of common stock outstanding as of May 8, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter year ended March 31, 2018 filed with the Securities and Exchange Commission on May 9, 2018.

 

6


 

CUSIP No. 48251K100

 

 

1

Names of Reporting Persons
GPF Real Estate Co-Investment L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Guernsey

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
622,500

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
622,500

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
622,500

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
1.2%(1)

 

 

12

Type of Reporting Person (See Instructions)
PN

 

(1) Based on 53,057,429 shares of common stock outstanding as of May 8, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter year ended March 31, 2018 filed with the Securities and Exchange Commission on May 9, 2018.

 

7


 

Item 1.

 

(a)

Name of Issuer:
KKR Real Estate Finance Trust Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
9 West 57th Street, Suite 4200, New York, NY 10019

 

Item 2.

 

(a)

Name of Person Filing:
Townsend Holdings LLC

TTG KREF SA Holdco, LLC

TREA II AIV ERISA, L.P.

TREA II AIV NON-ERISA, L.P.

Lake Tahoe III, L.P.

GPF Real Estate Co-Investment L.P.

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached as Exhibit 99.1 to this statement, pursuant to which the Reporting Persons have agreed to file this statement and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.

 

(b)

Address of Principal Business Office or, if none, Residence:
The address of each of the Reporting Persons is c/o Townsend Holdings LLC, 1660 West 2nd Street, Suite 450, Cleveland, OH 44113

 

(c)

Citizenship:
Townsend Holdings LLC: Delaware

TTG KREF SA Holdco, LLC: Delaware

TREA II AIV ERISA, L.P.: Delaware

TREA II AIV NON-ERISA, L.P.: Delaware

Lake Tahoe III, L.P.: Delaware

GPF Real Estate Co-Investment L.P.: Guernsey

 

(d)

Title and Class of Securities:
Common stock, par value $0.01 per share

 

(e)

CUSIP No.:
48251K100

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

8


 

Item 4.

Ownership

The information contained in Items 5 though 9 and 11 of the cover pages to this Schedule 13G is hereby incorporated by reference into this Item 4.

 

The shares of common stock are held by TTG KREF SA HoldCo, LLC (498,643), TREA II AIV ERISA, L.P. (643,226), TREA II AIV NON-ERISA, L.P. (1,361,369), Lake Tahoe III, L.P. (2,500,732) and GPF Real Estate Co-Investment L.P. (622,500). Townsend Holdings LLC exercises full investment discretion and voting control over all of the shares. Accordingly, it may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), in the aggregate, 5,636,470 shares of common stock.  Each Reporting Person disclaims beneficial ownership with respect to the shares directly beneficially owned by the other Reporting Persons, except to the extent of its pecuniary interest therein, if any.

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

9


 

Item 10.

Certifications.

Not applicable.

 

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.

 

Dated: July 16, 2018

 

 

Townsend Holdings LLC

 

 

 

By:

/s/ Anthony Frammartino

 

 

 

 

Name:

Anthony Frammartino

 

 

 

 

Title:

Vice President

 

 

 

 

TTG KREF SA Holdco, LLC

 

 

 

By:

/s/ Anthony Frammartino

 

 

 

 

Name:

Anthony Frammartino

 

 

 

 

Title:

Vice President

 

 

 

 

TREA II AIV ERISA, L.P.

 

 

 

By: Townsend Alpha Manager II, LLC

 

Its: General Partner

 

 

 

By:

/s/ Anthony Frammartino

 

 

 

 

Name:

Anthony Frammartino

 

 

 

 

Title:

Vice President

 

 

 

TREA II AIV NON-ERISA, L.P.

 

 

 

By: Townsend Alpha Manager II, LLC

 

Its: General Partner

 

 

 

By:

/s/ Anthony Frammartino

 

 

 

 

Name:

Anthony Frammartino

 

 

 

 

Title:

Vice President

 

10


 

 

Lake Tahoe III, L.P.

 

 

 

By: Lake Tahoe III GP, LLC

 

Its: General Partner

 

 

 

By:

/s/ Anthony Frammartino

 

 

 

 

Name:

Anthony Frammartino

 

 

 

 

Title:

Vice President

 

 

GPF Real Estate Co-Investment L.P.

 

 

 

By: Lake Erie Real Estate General Partner Limited

 

Its: General Partner

 

 

 

By:

/s/ David Sauvarin

 

 

 

 

Name:

David Sauvarin

 

 

 

 

Title:

Director

 

11


 

Exhibit Index

 

Exhibit 99.1

 

Joint Filing Agreement, dated as of July 16, 2018

 

12

 EX-99.1 2 a18-8138_1ex99d1.htm EX-99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

This JOINT FILING AGREEMENT (this “Agreement”), is made and entered into as of July 16, 2018, by and among Townsend Holdings LLC, TTG KREF SA Holdco, LLC,  TREA II AIV ERISA, L.P., TREA II AIV NON-ERISA, L.P., Lake Tahoe III, L.P., and GPF Real Estate Co-Investment L.P. (together, the “Parties”).

 

The Parties hereby acknowledge and agree that the Statement on Schedule 13G to which this Agreement is attached as an exhibit (the “Statement”), relating to the common stock, par value $0.01 per share, of KKR Real Estate Finance Trust Inc., is filed with the Securities and Exchange Commission pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, on behalf of each of the Parties and that any subsequent amendments to the Statement shall be filed on behalf of each of the Parties without the necessity of filing additional joint filing agreements. Each Party acknowledges that it shall be responsible for the timely filing of any such amendments and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness or accuracy of the information concerning any other Party, except to the extent it knows or has reason to believe that such information is inaccurate.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

[Signature Page Follows]

 


 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of the date first set forth above.

 

 

 

Townsend Holdings LLC

 

 

 

By:

/s/ Anthony Frammartino

 

 

 

 

Name:

Anthony Frammartino

 

 

 

 

Title:

Vice President

 

 

 

 

TTG KREF SA Holdco, LLC

 

 

 

By:

/s/ Anthony Frammartino

 

 

 

 

Name:

Anthony Frammartino

 

 

 

 

Title:

Vice President

 

 

 

TREA II AIV ERISA, L.P.

 

 

 

By: Townsend Alpha Manager II, LLC

 

Its: General Partner

 

 

 

By:

/s/ Anthony Frammartino

 

 

 

 

Name:

Anthony Frammartino

 

 

 

 

Title:

Vice President

 

 

 

TREA II AIV NON-ERISA, L.P.

 

 

 

By: Townsend Alpha Manager II, LLC

 

Its: General Partner

 

 

 

By:

/s/ Anthony Frammartino

 

 

 

 

Name:

Anthony Frammartino

 

 

 

 

Title:

Vice President

 


 

 

Lake Tahoe III, L.P.

 

 

 

By: Lake Tahoe III GP, LLC

 

Its: General Partner

 

 

 

By:

/s/ Anthony Frammartino

 

 

 

 

Name:

Anthony Frammartino

 

 

 

 

Title:

Vice President

 

 

 

 

GPF Real Estate Co-Investment L.P.

 

 

 

By: Lake Erie Real Estate General Partner Limited

 

Its: General Partner

 

 

 

By:

/s/ David Sauvarin

 

 

 

 

Name:

David Sauvarin

 

 

 

 

Title:

Director