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 29, 2010
KKR Financial Holdings LLC
(Exact Name of Registrant as specified in its charter)
Delaware | | 001-33437 | | 11-3801844 |
(State or other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
555 California Street, 50th Floor,
San Francisco, California | | 94104 |
(Address of principal executive office) | | (Zip Code) |
415-315-3620
Registrant’s telephone number, including area code
N/A
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Credit Agreement
On May 3, 2010, KKR Financial Holdings LLC (the “Company”) and certain of its subsidiaries (collectively, the “Borrowers”) entered into a Credit Agreement (the “Credit Agreement”) with Citibank, N.A., Bank of America, N.A., Deutsche Bank AG New York Branch and Morgan Stanley Bank, N.A. The Credit Agreement provides for a four-year $210 million asset-based revolving credit facility (the “Facility”). The Facility is subject, among other things, to the terms of a borrowing base derived from the value of eligible specified financial assets. The borrowing base is subject to certain caps and concentration limits customary for financings of this type. The Borrowers may obtain additional commitments under the Facility so long as the aggregate amount of commitments at any time does not exceed $600 million.
The Borrowers have the right to prepay loans under the Facility in whole or in part at any time. All amounts borrowed under the Credit Agreement must be repaid on or before May 3, 2014. Initial borrowings under the Credit Agreement are subject to, among other things, the substantially concurrent repayment by the Borrowers of all amounts due and owing under the Company’s existing credit facility and such facility’s effective termination. Loans under the Credit Agreement bear interest, at the Borrower’s option, at a rate equal to the London interbank offered rate (“LIBOR”) plus 3.25% per annum or an alternate base rate. Ongoing extensions of credit under the Credit Agreement are subject to customary conditions, including sufficient availability under the borrowing base. The Credit Agreement also contains covenants that require the Borrowers to satisfy a net worth financial test and maintain certain ratios relating to collateral coverage and leverage. In addition, the Credit Agreement contains customary negative covenants applicable to the Borrowers and their subsidiaries, including negative covenants that restrict the ability of such entities to, among other things, (i) incur additional indebtedness, (ii) allow certain liens to attach to such entities’ assets, and (iii) make distributions to holders of common shares in excess of 65% of the Company’s annual taxable income or make certain other restricted payments. The Credit Agreement also includes other covenants, representations, warranties, indemnities and events of default, that are customary for facilities of this type, including events of default relating to a change of control.
The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Credit Agreement, the form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of holders of common shares of the Company was held on April 29, 2010, and the matters voted upon at the annual meeting and the results of the votes were as follows:
(a) The nominees named below were elected to serve as members of the board of directors of the Company until the next annual meeting of the holders of common shares and until their respective successors are duly elected and qualify, and the voting results were as follows:
Nominee | | Votes
For | | Withheld | | Broker
Non-Votes | |
Tracy L. Collins | | 88,653,374 | | 248,048 | | 45,384,701 | |
Vincent Paul Finigan | | 88,640,684 | | 260,738 | | 45,384,701 | |
Paul M. Hazen | | 88,493,474 | | 407,948 | | 45,384,701 | |
R. Glenn Hubbard | | 88,653,548 | | 247,874 | | 45,384,701 | |
Ross J. Kari | | 88,658,937 | | 242,485 | | 45,384,701 | |
Ely L. Licht | | 88,518,005 | | 383,417 | | 45,384,701 | |
Deborah H. McAneny | | 88,656,609 | | 244,813 | | 45,384,701 | |
Scott C. Nuttall | | 88,661,126 | | 240,296 | | 45,384,701 | |
Scott A. Ryles | | 88,650,908 | | 250,514 | | 45,384,701 | |
William C. Sonneborn | | 88,665,145 | | 236,277 | | 45,384,701 | |
Willy R. Strothotte | | 88,654,078 | | 247,344 | | 45,384,701 | |
(b) The appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2010 was ratified, and the voting results were as follows:
Votes For | | Votes Against | | Abstentions | |
133,701,960 | | 291,614 | | 292,549 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following documents are attached as exhibits to this Current Report on Form 8-K:
Exhibit
Number | | Description |
10.1 | | Form of Credit Agreement, dated as of May 3, 2010, by and among the Borrowers, Citibank, N.A., Bank of America, N.A., Deutsche Bank AG New York Branch and Morgan Stanley Bank, N.A. |
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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.
| KKR FINANCIAL HOLDINGS LLC |
| |
| | |
| By: | /s/ JEFFREY B. VAN HORN |
| Name: | Jeffrey B. Van Horn |
| Title: | Chief Financial Officer |
Date: May 3, 2010
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