Item 1.01 Entry into a Material Definitive Agreement.
On October 27, 2021, 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 and Morgan Stanley & Co. LLC and
Wells Fargo Securities, LLC as representatives of the several underwriters
(collectively, the "Underwriters"), relating to an underwritten offering of
5,000,000 shares of the Company's common stock, par value $0.01 per share, to be
sold by the Company (the "Shares"). The Company also granted the Underwriters a
30-day option to purchase up to an additional 750,000 Shares. The Shares are
being offered pursuant to the Company's Registration Statements on Form S-3
(Registration Nos. 333-226167 and 333-229043), as supplemented by the prospectus
supplement dated October 27, 2021. The net proceeds (before expenses) from the
offering of the Shares were approximately $108.8 million. The Company intends to
use the net proceeds from the offering to acquire its assets in a manner
consistent with its investment strategies and investment guidelines and for
general corporate purposes.
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.
A copy of the opinion of Venable LLP, counsel to the Company, relating to the
legality of the Shares is filed as Exhibit 5.1 hereto.
Item 3.03 Material Modification to Rights of Security Holders
As a result of the consummation of the equity offering described in Item 1.01
above, KKR & Co. and its affiliates no longer own at least 25% of the
outstanding shares of the Company's common stock and, as a result, the previous
right of KKR REFT Asset Holdings LLC ("KKR REFT Asset Holdings") to have voting
power equal to a majority of votes cast in an election of directors pursuant to
the share of special voting preferred stock held by it, as well as its right to
nominate at least half of the directors to the Company's board of directors
pursuant to the stockholders agreement between the Company and certain of its
stockholders, terminated as of November 1, 2021. In addition, pursuant to the
Company's charter, as of such date the share of special voting preferred stock
held by KKR REFT Asset Holdings was converted into one duly authorized, validly
issued and non-assessable share of the Company's common stock. As a result of
these actions, the Company ceased to be a ''controlled company'' within the
meaning of the New York Stock Exchange ("NYSE") rules and the rules of the
Securities and Exchange Commission. Certain exemptions from the NYSE's corporate
governance requirements will continue to be available to the Company until
November 1, 2022 and it may elect to utilize those exemptions during this
one-year transition period.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
1.1 Underwriting Agreement, dated as of October 27, 2021, among the Company,
KKR Real Estate Finance Manager LLC and the underwriters named therein.
5.1 Opinion of Venable LLP.
23.1 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.
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