UNITED STATESSECURITIES 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): November 19, 2018 (November 14, 2018)
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.) |
9 West 57th Street, Suite 4200, New York, New York 10019
(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:
| ☐ | 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)) |
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).
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 November 14, 2018, 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 , each of the stockholders of the Company named in Exhibit A-2 thereto (the “Selling Stockholders”) and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”), relating to an underwritten offering of 4,500,000 shares of the Company’s common stock, par value $0.01 per share, consisting of 500,000 shares to be issued and sold by the Company (the “Primary Shares”) and 4,000,000 shares to be sold by the Selling Stockholders (the “Secondary Shares” and, together with the Primary Shares, the “Shares”). The Shares are being offered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-226167), as amended, which became effective on August 2, 2018, as supplemented by the prospectus supplement dated November 14, 2018. The net proceeds from the offering of the Primary Shares were approximately $9.6 million, after deducting the estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to acquire its target assets in a manner consistent with its investment strategies and investment guidelines and for general corporate purposes.
The net proceeds from the offering of the Secondary Shares were approximately $80.0 million. The Company will not receive any of the proceeds from the Secondary Shares sold by the Selling Stockholders.
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
| | |
| | |
| | Underwriting Agreement, dated as of November 14, 2018, among the Company, KKR Real Estate Finance Manager LLC, the selling stockholders named therein and the underwriters named therein. |
| | Opinion of Venable LLP regarding the validity of the Shares |
| | Consent of Venable LLP (included in Exhibit 5.1) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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/ Christen E.J. Lee |
| | | Name: Christen E.J. Lee |
| | | Title: Co-Chief Executive Officer and Co-President |
Date: November 19, 2018
