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, 2011
KKR Financial Holdings LLC
(Exact Name of Registrant as specified in its charter)
Delaware |
| 001-33437 |
| 11-3801844 |
(State or other Jurisdiction |
| (Commission File Number) |
| (I.R.S. Employer |
|
|
|
|
|
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 8.01 Other Events.
On February 22, 2011, KKR Financial Holdings LLC (the “Company”) filed a prospectus supplement, dated February 22, 2011 (the “Prospectus Supplement”), to the prospectus contained in the Company’s Registration Statement on Form S-3 (Registration No. 333-167479). The Prospectus Supplement relates to the public offering of 1,139,128 of the Company’s common shares, of which 203,878 common shares are being offered by the Company and 935,250 are being offered by certain selling shareholders of the Company.
In connection with the shares being offered under the Prospectus Supplement (the “Common Shares”), a legal opinion was rendered related to the validity of the Common Shares, which legal opinion is attached as Exhibit 99.1 hereto.
In addition, the Company is filing the updated risk factors as Exhibit 99.3 hereto for the purpose of updating the risk factor disclosure contained in the Prospectus Supplement and the Company’s periodic reports pursuant to the Securities Exchange Act of 1934, as amended.
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 |
| Description |
99.1 |
| Opinion of Richards, Layton & Finger, P.A., relating to the validity of the Common Shares |
|
|
|
99.2 |
| Consent of Richards, Layton & Finger, P.A. (Contained in Exhibit 99.1) |
|
|
|
99.3 |
| Risk Factors |
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This current report and the attached press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on information available to the Company as of the date of this current report and actual results may differ. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond the Company’s control. Any forward-looking statements speak only as of the date of this current report and the Company expressly disclaims any obligation to update or revise any of them to reflect actual re sults, any changes in expectations or any change in events. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. For additional information concerning risks, uncertainties and other factors that may cause actual results to differ from those anticipated in the forward-looking statements, and risks to the Company’s business in general, please refer to the Company’s SEC filings, including its preliminary prospectus supplement, filed with the SEC on the date hereof, its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on March 1, 2010 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed with the SEC on November 4, 2010.
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/ MICHAEL R. MCFERRAN | |
| Name: | Michael R. McFerran | |
| Title: | Chief Financial Officer | |
|
|
| |
Date: February 22, 2011 |
|
| |