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 14, 2021
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.) |
30 Hudson Yards, Suite 7500, New York, New York 10001
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
Common stock, par value $0.01 per share
| | KREF
| | New York Stock Exchange
|
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 3.03 | Material Modification to Rights of Security Holders. |
On April 14, 2021, KKR Real Estate Finance Trust Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”) to the Company’s charter with the State Department of Assessments and Taxation of the State of Maryland, which classified and designated 6,900,000 shares of the Company’s 6.50% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”). A summary of the material terms of the Series A Preferred Stock is set forth under the caption “Description of Series A Preferred Stock” in the Company’s prospectus supplement, dated April 9, 2021, which forms a part of the Company’s registration statements on Form S-3 (Registration Nos. 333-226167 and 333-229043), and is hereby incorporated by reference into this Item 3.03.
When, as, and if authorized by the Company’s board of directors and declared by the Company, dividends on the Series A Preferred Stock will be payable quarterly in arrears on or about March 15, June 15, September 15, and December 15 of each year at a rate per annum equal to 6.50% per annum of the $25.00 per share liquidation preference. Dividends on the Series A Preferred Stock are cumulative.
The Series A Preferred Stock ranks senior to the Company’s common stock, special voting preferred stock and special non-voting preferred stock as to dividend rights and rights upon the liquidation, dissolution or winding up of the Company (together with any class or series of the Company’s capital stock expressly designated as ranking junior to the Series A Preferred Stock, “Junior Stock”).
In addition to other preferential rights, each holder of shares of Series A Preferred Stock is entitled to receive a liquidation preference, which is equal to $25.00 per share of Series A Preferred Stock, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of the payment, before the holders of shares of Junior Stock, in the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, of the Company. Furthermore, the Company is restricted from declaring or paying any dividends, or setting aside any assets for the payment of dividends, on shares of Junior Stock or any class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A Preferred Stock as to dividend rights and rights upon the liquidation, dissolution or winding up of the Company (“Parity Stock”) or, subject to certain exceptions, redeeming or otherwise acquiring shares of Parity Stock or Junior Stock unless full cumulative dividends on the Series A Preferred Stock for all past dividend periods have been declared and either paid or set aside for payment in full.
The foregoing description is not complete and is qualified in its entirety by the terms of the Series A Preferred Stock as set forth in the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this report and is incorporated herein by reference. A specimen certificate for the Series A Preferred Stock is filed as Exhibit 4.1 to this report and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information about the Articles Supplementary set forth under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.
On April 16, 2021, the Company issued 6,900,000 shares of Series A Preferred Stock and received net proceeds (before expenses) of $167,066,250. The Company plans to use the net proceeds from the sale of the shares of the Series A Preferred Stock, after deducting commissions and offering expenses payable by the Company, to acquire its target assets in a manner consistent with its investment strategies and investment guidelines described in its Annual Report on Form 10-K for the year ended December 31, 2020 and for general corporate purposes.
A copy of the opinion of Venable LLP, counsel to the Company, relating to the legality of the shares of Series A Preferred Stock is filed as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number | | Description |
| | Articles Supplementary, designating the Company’s 6.50% Series A Cumulative Redeemable Preferred Stock. |
| | Form of Specimen Certificate for the Company’s 6.50% Series A Cumulative Redeemable Preferred Stock. |
| | Opinion of Venable LLP. |
| | Consent of Venable LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference). |
| 104 | | Cover Page Interactive Data File, formatted in Inline XBRL. |
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 REAL ESTATE FINANCE TRUST INC. |
| | | |
| | By: | /s/ Vincent Napolitano |
| | | Name: | Vincent Napolitano |
| | | Title: | General Counsel and Secretary |
| | | | |
| Date: April 16, 2021 | | | |
