Item 1.01 Entry into a Material Definitive Agreement.

CLO Transaction Overview

On August 16, 2021 (the "Closing Date"), KKR Real Estate Finance Trust Inc. (the "Company") entered into a collateralized loan obligation through its wholly-owned subsidiaries KREF 2021-FL2 Ltd., a newly formed exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the "Issuer"), and KREF 2021-FL2 LLC, a newly formed Delaware limited liability company, as co-issuer (the "Co-Issuer" and together with the Issuer, the "Issuers"). On the Closing Date, the Issuers co-issued the aggregate principal amounts of the following classes of notes pursuant to the terms of an Indenture, dated as of August 16, 2021 (the "Indenture"), by and among the Issuers, KREF CLO Loan Seller LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the "Seller"), as advancing agent, Wilmington Trust, National Association, as trustee (together with its permitted successors and assigns, the "Trustee"), and Wells Fargo Bank, National Association, as note administrator, paying agent, calculation agent, transfer agent, authentication agent, custodian, backup advancing agent and notes registrar (in all such capacities, together with its permitted successors and assigns, the "Note Administrator"):



                                                                            Interest Rate
                                                          Interest Rate          for
                                                              Prior        and After June
                                                          to June 2027      2027 Payment
         Class               Amount      Maturity Date    Payment Date          Date

Class A Senior Secured $702,000,000 February 2039 Benchmark(1) + Benchmark(1) +


  Floating Rate Notes                                        1.070%            1.320%

(the "Class A Notes")

Class A-S Second $165,750,000 February 2039 Benchmark(1) + Benchmark(1) +


   Priority Secured                                          1.300%            1.550%
  Floating Rate Notes
(the "Class A-S Notes")
Class B Third Priority    $65,000,000    February 2039   Benchmark(1) +    Benchmark(1) +
 Secured Floating Rate                                       1.650%            2.150%

Notes


 (the "Class B Notes")
Class C Fourth Priority   $78,000,000    February 2039   Benchmark(1) +    Benchmark(1) +
 Secured Floating Rate                                       2.000%            2.500%

Notes


 (the "Class C Notes")
Class D Fifth Priority    $69,875,000    February 2039   Benchmark(1) +    Benchmark(1) +
 Secured Floating Rate                                       2.200%            2.700%

Notes


 (the "Class D Notes")
Class E Sixth Priority    $14,625,000    February 2039   Benchmark(1) +    Benchmark(1) +
 Secured Floating Rate                                       2.850%            3.350%
         Notes
 (the "Class E Notes")

(1) Initially, One-Month LIBOR.

Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes are collectively referred to herein as the "Offered Notes." The Offered Notes were placed by Wells Fargo Securities, LLC, KKR Capital Markets LLC, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and MUFG Securities Americas Inc. pursuant to a placement agency agreement dated July 23, 2021.



In addition to the Offered Notes, on the Closing Date, the Issuer issued,
pursuant to the Indenture:

                                                                         Interest Rate
                                                         Interest Rate        For
                                                             Prior         and After
                                                         to September      September
                                                             2023            2023
         Class               Amount      Maturity Date   Payment Date    Payment Date
    Class F Seventh       $65,000,000    February 2039   Benchmark(2)    Benchmark(1)
Priority Floating Rate                                     + 4.000%        + 4.500%
       Notes(1)
 (the "Class F Notes")
Class G Eighth Priority   $45,500,000    February 2039   Benchmark(2)    Benchmark(1)
Floating Rate Notes(1)                                     + 5.000%        + 5.500%
 (the "Class G Notes")

(1) The Class F Notes and the Class G Notes are exchangeable notes (the


    "Exchangeable Notes") and are exchangeable for proportionate interests in
    MASCOT Notes (defined below).  All or a portion of each Class of Exchangeable
    Notes may be exchanged as follows: (i) the Class F Notes may be exchanged for
    proportionate interests in the Class F-E Notes (the "Class F-E Notes") and
    the Class F-X Notes (the "Class F-X Notes") and (ii) the Class G Notes may be
    exchanged for proportionate interests in the Class G-E Notes (the "Class G-E
    Notes" and, collectively with the Class F-E Notes, the "MASCOT P&I Notes")
    and the Class G-X Notes (the "Class G-X Notes" and, collectively with the
    Class F-X Notes, the "MASCOT Interest Only Notes," and together with the
    MASCOT P&I Notes, the "MASCOT Notes").

(2) Initially, One-Month LIBOR.

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The Class F Notes, the Class G Notes, the Offered Notes and any MASCOT Notes are collectively referred to herein as the "Notes." The Class F Notes and the Class G Notes were acquired by KREF 2021-FL2 Holdings LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company ("Retention Holder").

Concurrently with the issuance of the Notes, the Issuer also issued preferred . . .

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the issuance of the Notes, on August 17, 2021, the Company redeemed all outstanding notes (the "2018 Notes") issued as part of the Company's $1.0 billion managed commercial real estate collateralized loan obligation that was initially completed on November 28, 2018 (the "2018 CLO"), pursuant to the terms of the Indenture, dated as of November 28, 2018 (the "2018 Indenture"), among KREF 2018-FL1 Ltd., KREF 2018-FL1 LLC, KREF CLO Loan Seller LLC, Wilmington Trust, National Association, and Wells Fargo Bank, National Association. Following such redemption, the agreements governing the 2018 CLO, including the 2018 Indenture, were terminated. The 2018 Notes would have otherwise matured on June 2036.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On August 18, 2021, the Company issued a press release announcing the closing of the collateralized loan obligation described in Items 1.01 and 2.03 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information contained in the press release shall not be deemed "filed" with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement filed by the Company under the Securities Act, unless it is specifically incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

Exhibit No.                               Description
    4.1        Indenture, dated as of August 16, 2021, among KREF 2021-FL2 Ltd.,
               KREF 2021-FL2 LLC, KREF CLO Loan Seller LLC, Wilmington Trust,
               National Association, and Wells Fargo Bank, National Association.

    99.1       Press Release dated August 18, 2021.

    104        Cover Page Interactive Data File, formatted in Inline XBRL
               (embedded within the Inline XBRL document)

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