Simpson Thacher & Bartlett LLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
TELEPHONE: +1-212-455-2000
FACSIMILE : +1-212-455-2502
December 27, 2018
| | Re: | KKR Real Estate Finance Trust Inc. Registration Statement on Form S-3 |
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of KKR Real Estate Finance Trust Inc. (the “Company”), we hereby submit a Registration Statement on Form S-3 (the “Registration Statement”) by direct electronic transmission for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the sale by the Company of up to $659,500,000 of the following securities of the Company: (1) common stock; (2) preferred stock; (3) depositary shares, representing preferred stock; (4) debt securities; (5) warrants; (6) subscription rights; (7) purchase contracts; and (8) units.
Pursuant to Rule 429 under the Securities Act, the prospectus included in the Registration Statement is a combined prospectus which relates to (i) the Registration Statement and (ii) the registration statement on Form S-3 (File No. 333-226167), which was declared effective on August 2, 2018, relating to (A) the issuance by the registrant of up to a maximum of $200,000,000 of its common stock, of which $90,500,000 remains unsold, and (B) an aggregate of 40,385,086 shares of common stock, of which 36,385,086 shares remain unsold, and may be resold from time to time by the selling stockholders named therein.
The filing fee in the amount of $79,931.40 for the securities covered by the Registration Statement has been deposited by wire transfer of same-day funds to the Securities and Exchange Commission’s account at U.S. Bank in St. Louis, Missouri on December 21, 2018, as required by Rule 111 of the Securities Act.
Please do not hesitate to contact me at (212) 455-2948 with any questions you may have regarding this filing.
| | Very truly yours, |
| | |
| | /s/ Joseph H. Kaufman |
| | Joseph H. Kaufman |
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