As filed with the Securities and Exchange Commission on January 18, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Final Amendment)
KKR Real Estate Select Trust Inc.
(Name of Issuer)
KKR Real Estate Select Trust Inc.
(Name of Person(s) Filing Statement)
Class I, Class D, Class S and Class U Shares of Common Stock
(Title of Class of Securities)
49836N502, 49836N304, 49836N106 and 49836N403
(CUSIP Number of class of securities)
Lori Hoffman
c/o KKR Registered Advisor LLC
30 Hudson Yards
New York, New York 10001
(212) 750-8300
(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Rajib Chanda
Benjamin C. Wells
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, DC 20001
December 14, 2022
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: $8,853.72 | Filing Party: KKR Real Estate Select Trust Inc. | |
| Form or Registration No.: Schedule TO | Date Filed: December 14, 2022 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on December 14, 2022 by KKR Real Estate Select Trust Inc., a Maryland corporation (“KREST” or the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase up to 2,604,482 of its outstanding shares of common stock (including Class I shares of common stock, Class D shares of common stock, Class S shares of common stock and Class U shares of common stock (the “Shares”), at a price equal to the net asset value per Share as of January 13, 2023 (the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 14, 2022 (the “Offer to Purchase”) and the related Letter of Transmittal.
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
| 1. | The Offer expired at 4:00 p.m., New York City time, on January 13, 2023. |
| 2. | 4,198,985 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer, and 2,604,462 Shares were accepted for repurchase by the Fund on a pro rata basis, in accordance with the terms of the Offer. |
| 3. | The Shares were repurchased at a price of $30.45 per Share, which was the net asset value per Share as of the Valuation Date. |
As described in its prospectus and in the Offer to Purchase, the Fund allows for quarterly tender offers to repurchase up to 5% of net asset value (“NAV”) of the Fund’s outstanding Common Stock at the sole discretion of KREST’s Board of Directors.
For the Fund’s Q1 2023 tender offer period ending January 13, 2023, KREST received repurchase requests exceeding 5% of its aggregate NAV. KREST repurchased Common Stock equating to 5% of NAV for the quarter, or $79.3 million. Accordingly, redemption requests were fulfilled at a prorated amount equal to 62% of each shareholder’s Q1 2023 tender request.
Unfulfilled tender requests will not be carried over to the next quarter automatically. Investors will need to resubmit any unsatisfied portion of their Q1 2023 tender request for repurchase in the future.
This structure was designed both to prevent a liquidity mismatch and maximize long-term shareholder value.
Except as specifically provided herein, the information contained in the Statement, as amended, and the Letter of Transmittal remains unchanged and this Final Amendment does not modify any of the information previously reported on the Statement, as amended, or the Letter of Transmittal.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| KKR REAL ESTATE SELECT TRUST INC. | ||||
| By: | /s/ Lori Hoffman | |||
| Name: | Lori Hoffman | |||
| Title: | Chief Legal Officer and Secretary | |||
Dated: January 18, 2023
EXHIBIT INDEX
Exhibit
| (a)(1)(i) | Cover Letter to Offer to Purchase and Letter of Transmittal* | |
| (a)(1)(ii) | Offer to Purchase* | |
| (a)(1)(iii) | Forms of Letter of Transmittal* | |
| (a)(1)(iv) | Forms of Notice of Withdrawal of Tender* | |
| (b) | Filing Fee Table* | |
| (c) | KREST Q1 2023 Tender Offer Communication | |
| * | Previously filed with Schedule TO-I on December 14, 2022. |
