Good morning, and welcome to the KKR Real Estate Finance Trust Inc. Third Quarter 2024 Financial Results Conference Call. All participants will be in listen-only mode. After today’s presentation, there will be an opportunity to ask questions. Please note, this event is being recorded. I would now like to turn the conference over to Jack Switala. Please go ahead.

Great. Thanks, operator, and welcome to the KKR Real Estate Finance Trust earnings call for the third quarter of 2024. As the operator mentioned, this is Jack Switala. This morning, I'm joined on the call by our CEO, Matt Salem; our President and COO, Patrick Mattson; and our CFO, Kendra Decious. I'd like to remind everyone that we will refer to certain non-GAAP financial measures on the call, which are reconciled to GAAP figures in our earnings release and in the supplementary presentation, both of which are available on the investor relations portion of our website. This call will also contain certain forward-looking statements, which do not guarantee future events or performance. Please refer to our most recently filed 10-Q for cautionary factors related to these statements. Before I turn the call over to Matt, I'll provide a brief recap of our results. For the third quarter of 2024, we reported a GAAP net loss of negative $13 million or negative $0.19 per share, driven by a CECL allowance increase of $0.52 per share, following the additional downgrade of two loans. As a result, book value per share decreased 2.6%, quarter-over-quarter to $14.84 per share as of September 30, 2024. Distributable earnings this quarter were $25.9 million or $0.37 per share relative to our Q3 $0.25 per share dividend. With that, I'd now like to turn the call over to Matt.

Thank you, Jack. Good morning, everyone and thank you for joining our call today. Before going into third quarter results, I'd like to spend some time on a market update. As we enter an interest rate cut cycle, there's increased confidence and growing consensus that lower interest rates will provide tailwinds for commercial real estate property values. We are seeing improved transaction volumes within our own real estate credit pipeline, which currently averages approximately $20 billion a week, up 40% from the beginning of the year, and we have strong conviction that there is a significant lending opportunity ahead of us. From a KKR real estate equity perspective, 2024 has been our most active year investing since inception with $4.5 billion year-to-date of equity invested in the United States. Within commercial real estate lending, we've seen U.S. banks continue to shift their preference from direct mortgage origination to financing alternative lenders through loan-on-loan facilities. Given the more efficient capital treatment of loan-on-loan facilities, we believe this will continue. Banks will continue to lend, but our expectation is that their market share will decrease from their historical average of 40%. This should create incremental lending opportunities across non-bank lenders and CMBS measured in the hundreds of billions. Turning to KREF, we've reached a point where we believe we have dealt with the majority of our watch list and have ample liquidity. Therefore, as we receive future repayments, we will look to actively reinvest that capital and ramp up originations. As part of our investment allocation, we'll also evaluate share repurchases. As a reminder, KREF has brought back nearly $100 million of stock since inception. Turning to KREF's third quarter results, this quarter represents another significant step forward in addressing our watch list in a proactive and transparent way. As we mentioned on our last call, we've been focused on resolving our last four rated life science and we are in advanced discussions with our borrower and have accordingly increased our reserves. In addition, we transitioned one of our four rated multi-family loans to a five rating. As a whole, we still feel very confident about our multi-family exposure, but as we have messaged previously, we will have some noise in that sector over time. With those adjustments, book value per share this quarter declined to $14.84 per share, down 2.6% compared to the prior quarter. Importantly, our four rated loans now represent only 3% of our total portfolio, the lowest since the fourth quarter of 2019. KREF reported distributable earnings prior to realized losses of $0.40 covering our $0.25 dividend. While lower SOFR and our REO portfolio will impact earnings, we expect that DEX losses will continue to be higher than our dividend as we head into 2025. In the third quarter, we received $290 million in loan repayments compared to $55 million in fundings, with full repayments across four loans including multifamily, single-family rental, and an office loan secured by a property located in Oakland, California. In addition to this, post quarter end, we sold a $138 million office loan at par. Repayments have now exceeded fundings in five of the last six quarters. Additionally, future funding obligations are now reduced to 8% of the funded portfolio. Year-to-date, we have received over $1 billion in repayments compared to our original expectation of $1 billion for the full year. KREF has an externally managed vehicle that benefits from access to resources and relationships from KKR’s global platform. We are fully integrated into KKR’s broader real estate business, which has assets under management of approximately $75 billion. This integration has been instrumental as we are able to leverage the resources and capabilities of our team of approximately 140 professionals with the reputation as a best-in-class investor and solutions provider. Within real estate credit, we invest a broad range of capital across the risk-reward spectrum, including bank, insurance, and transitional capital, and we have been actively investing this capital throughout the cycle. Additionally, our dedicated K-Star asset management platform with over 55 people across loan asset management, special servicing, and REO has a portfolio of over $33 billion in loans and is named special servicer on an additional $46 billion of CMBS. Overall, we believe we have been proactive and transparent in managing our portfolio and feel confident in how the company is positioned. We are primarily focused on two things as we round out the year and turn the calendar. First, maintain our current portfolio size by reinvesting repayments into this attractive vintage of real estate credit. Second, optimize our REO portfolio. As a reminder, as we repatriate our equity in the REO portfolio, we believe we can generate an additional $0.12 per share in distributable earnings per quarter, with ample liquidity stronger than expected repayments as well as our reduced leverage ratio. We're excited about the opportunity ahead. With that, I'll hand the call over to Patrick.

Thanks, Matt. Good morning, everyone. On the liability side, with the assistance of the KKR capital markets team, we have built best-in-class diversified financing with financing capacity totaling $8.3 billion, including $3 billion of undrawn capacity. We continue to maintain high levels of liquidity with $638 million of availability at quarter end, including $109 million of cash on hand and $475 million of undrawn revolver capacity. 79% of our financing continues to be fully non-mark-to-market and the remaining balance is marked to credit only. KREF has no final facility maturities until 2026 and no corporate debt due until 2027. The composition of KREF’s financing structure remains a true differentiator and has helped us navigate a challenged real estate market. Turning to our office loan exposure, we've had some positive developments. During the quarter, we received a final repayment on a loan secured by an office property located in Oakland, California. In addition, subsequent to quarter end, we sold a $138 million office loan at par, secured by a property located in Dallas, Texas that we originated in December 2021. On a pro-forma basis, office now represents approximately 18% of our loan portfolio. Remaining risk-rated three office assets benefit from a weighted average occupancy of 85% and a weighted average lease remaining term of 10.4 years. Moving to our CECL allowance and our watch list portfolio, similar to last quarter, there were no new additions to the watch list. However, we downgraded two of the previously risk-rated four loans, including a life science asset located in the Bay Area and a multifamily asset located in West Hollywood. Related to these downgrades, the CECL reserve increased by $36 million or $0.52 per share. Across our risk-rated five loans, the weighted average CECL reserve represents approximately 25% of the outstanding principal balance. The remainder of the loan portfolio remains stable with over 90% of our portfolio risk rated three or better. Looking more closely at our life science loan, this loan is collateralized by a property located in San Carlos, California that was renovated in 2023 to Class A life science standards. We're in the final stages of a modification with the sponsor, which we expect to conclude in Q4 2024, at which point we expect a reserve to translate to a realized loss. While we generally expect the lower rate environment to improve the outlook for cyclically challenged multifamily assets, our second downgrade this quarter is a multifamily loan secured by a 37-unit Class A luxury rental located in West Hollywood, California. This particular loan has been on the watch list since Q4 2022, and we're exploring several paths to maximize value, including a potential foreclosure and condo sellout. Repayments have been progressing slightly better than forecasted, driving further de-leveraging. As of Q3, the debt-to-equity ratio is 1.8x, and the look-through leverage ratio is 3.8x, an improvement from Q2. While it's always difficult to forecast the precise timing of repayments and there can be quarter-to-quarter fluctuations, we expect repayment activity to continue to increase with 2025, exceeding 2024 repayment levels with leverage in our target zone, meaningful progress on the watch list, and strong levels of liquidity. Additional repayments in excess of future funding needs will be redeployed into new loan originations. We are engaging the market to new KREF loans and anticipate 2025 will be an active origination year. As Matt noted on last quarter's call, we continue to believe that while we are not out of the woods yet, we are on the edge of the woods. And as a management team, we remain excited about our business and momentum. We have never felt better about our team and the market position of the real estate credit platform, and believe we have a lot of opportunity ahead of us given the market dynamics. Thank you again for joining us this morning, and now we're happy to take your questions.

We will now start the question-and-answer session. Our first question today comes from Rick Shane with JP Morgan.

Given what you're describing in terms of the operating environment and a little bit more clarity, both in terms of loan values and property values, can you give us a sense of what's happening in terms of price discovery? Are we starting to see expectations between buyers and sellers narrow, and where is that narrowing occurring within your range of expectations?

It's Matt, I can take that question. I think you are seeing transaction volumes pick up across the industry. If you look at our own portfolio, we track not only our own pipeline but the percentage of that activity that's acquisition-oriented versus refinance-oriented. Last year, we bottomed out around 10% of our pipeline on a weekly basis in acquisitions. That's up to around 20% plus today. Historically, that's averaged closer to 50%. So we're still below a normal operating environment, but clearly picking up off the bottom, which is what you'd expect. I think there's a lot of transparency in the market today around values, especially in favored asset classes. As we mentioned on the call, from a KKR real estate equity perspective, this has been our most active year-to-date acquiring assets. Certainly, there's been competition in those processes. Whether we're thinking about it from our equity hat or within our own pipeline and our clients, we're seeing a lot of transactions predominantly focused in multifamily, industrial, and student housing, some of the assets that have the more identifiable long-term positive trends, obviously versus office. I think values are settling in around where we would expect. I don't think we have a very contrarian view to where the market is valuing real estate today. The big question in my mind over the last year has not been where are the buyers? It's been where are the sellers, and do the sellers have time to wait for values to settle down and cap rates to potentially come in a little bit? I think you're starting to see that gap narrow as the cost of capital has come down a little bit. I think we've experienced cap rates coming down across property types over the course of the last couple of quarters as the rate complex has cleared up. This feels like it's part of the normal reset within real estate, and our expectation is that 2025 will look like a much more normal year in terms of acquisitions and overall transaction volumes.

And then the other question, and you may have said this and I might have missed it, but can you tell us what the quarterly impact on distributable earnings is from loans on cost recovery?

Rick, it's Kendra. So for the two new loans that were downgraded to five, there was a movement of about $0.02 per share of interest income out of Q3. Besides that, there were no other changes in run rate interest income.

And our next question comes from Stephen Laws with Raymond James.

Matt, I'm kind of curious, as you turn the origination pipeline back on, where are you going to be focused? I mean, clearly banks have pulled back and so there's a void of construction financing. Granted, it doesn't get a lot of capital out the door and there's unfunded commitments associated with that. It seems like the market's still really competitive for cash flowing multifamily, especially from CLO players. So can you talk about kind of how you expect the pipeline to build and where your focus is going to be as you redeploy capital?

Sure, I can take that one. First of all, I don't think it's going to be too different from what we've done in the past. We've always been thematic investors and trying to leverage a lot of the information we have on the equity side of the business where we own real estate, and I think that continues to lead us down the path of multifamily, industrial, student housing, etc. Certainly, on the newer front, there are probably two areas that we're actively looking at. One would be data centers, especially hyperscale construction that are net leased. There's a lot of that opportunity in the market today, as you mentioned, that it's not a perfect product for KREF, just given the future funding associated with it. However, dollars could get into the ground relatively quickly on those types of construction projects, so that's an area we're certainly looking at. The second one I would identify, and I think we mentioned this on the last call, is Europe. We've built out the team there over the last couple of years and are actively lending in that market. The opportunity for us to really go to where we see relative value from Western Europe all the way to the United States will be interesting, and certainly that's a market where we've had some of the success over the course of the last year or two investing in transitional type of capital. I'm hoping that market continues to offer those types of opportunities and we could potentially have some investing in a new market for us as well.

To follow up on your comments in the prepared remarks about some note financing, can you talk a little bit more about that? Do you already have financing providers lined up and you kind of know the parameters of what they're willing to do? Or do you originate the loan first and then go find those note-on-note providers later? And what type of spread are you getting on your return versus the note-on-note provider, and maybe where are they attaching?

Yes, Stephen, it's Matt again. Let me start, and then Patrick, feel free to jump in if I miss anything. First of all, I think we know who the providers are. We've always had a dedicated team within our capital markets business that is continuously developing those relationships. We obviously have existing lenders within KREF. We have existing lenders within private funds that we manage. So we've got a pretty good pulse on the market and we've got a global platform. It is a very much a global effort in terms of developing those types of facilities, so that's the first comment. We are seeing new entrants pop into that market and we're seeing existing participants expand their programs. The direction of travel here is pretty identifiable in terms of what the banks are trying to accomplish. So we should be able to really draft off of that and benefit from that. From a leverage perspective, it's not too dissimilar from where we were previously, calling it a 75% to 80% advance rate, with the banks solving for somewhere in a look-through LTV in the low 50% range. Typically speaking, obviously it's a little bit deal dependent or property-type dependent. Financing is currently priced in the SOFR plus 150 to 175 areas for the most part, for the types of opportunities that we're focused on, which tend to be more institutional and transitional. That price could widen as you get into longer-dated or more complex business plans. The most notable shift is just the increased willingness to do non-mark-to-market facilities compared to the past. We used to spend a lot of time scouring the globe looking for relationships to develop those non-mark-to-market facilities. I would say that's becoming almost regular now for these types of facilities. We'll continue to push that dialogue, as it’s been an important risk mitigating feature for KREF in particular but for the industry as a whole.

No, I think that's well covered, Matt.

That's helpful, and it definitely seems like banks have a good reason to do it given the capital treatment as you mentioned. So I appreciate the comments this morning.

And our next question comes from Jade Rahmani with KBW.

Just on the watch list and REO, could you give some parameters as to timing? Do you expect both the bulk of REO and watch list to be resolved, say, over the next year? Or how would you frame that?

Jade, it's Matt. Hard one to say. Obviously, some of that timing is out of our control. Let's break it apart a little bit. On the watch list loans, I would say those hopefully over the next year or the next few quarters, we should be able to deal with those. It's unclear which direction those could go. These are both multifamily loans at this point in time. As we highlighted on the call, we are focused on the fact that we haven't added to that four-rated bucket over the last couple quarters. I think that's important, as we're not seeing that three to four transition. It's unfortunate that one went from four to five causing an increase in reserves, but in some ways that's a positive thing as we're identifying it and moving on. I'd say the fours are probably a little more identifiable, hopefully next few quarters. On the REO side, let's just talk about each one. Our Lloyd Center in Portland, we continue to make really good progress in terms of entitlements and hope to submit and receive back kind of city approval, let's say in the first half of next year, at which point we could begin to have some liquidity events in that particular asset. For Mountain View, that one's probably the biggest unknown. It's a campus-like facility that sets up well for a single tenant. Here, we'll just have to be patient and wait for the market to come back a little bit. We are on a very short list of assets that gets attention when a large tenant comes into the market and is looking for that unique campus setting. So we'll continue to try to position ourselves well for that tenant demand. But just given the nature of capturing a single tenant, it is hard to predict when we could resolve that, but certainly could take all of next year. The Seattle life science deal is a different story because that's multi-tenant, and so we're pushing that business plan forward, thinking about putting incubator space. We're actively engaged in the market right now with a potential tenant for a floor or two, so that one's, I'm hoping that over the next few quarters—while we might not fully resolve it—we can at least provide updates as we begin the leasing on that on a more granular basis. Lastly, I’ll touch on the Philadelphia asset; it's two assets. We have an office and a garage left. We'll likely try to sell the garage, probably by the end of the year, and then keep the office on a longer-term hold. This one's moved around a bit execution-wise over the last couple quarters. We'll keep you posted, but that's an update as I work through the list of our REO assets—a meaningful component of the portfolio now. Not only from just an equity invested perspective but as we reappreciate that capital, it gives us the ability to generate more earnings. We'll try to keep everyone updated as we get into 2025.

Any assets where you could see upside? It sounds like your commentary was a little more positive around Portland and maybe the Garage, Philadelphia Garage. Upside to your basis.

I think the best way to think about it is when we discuss potential to drive earnings with repatriated capital. That analysis or math is based on our current cost, our current hold. It's not based on any potential increase from there, and I think on some of these, we will do better than that. Ultimately, the move from an unleashed asset to a leased asset depends on the parameters and where you lease it and other factors. But I'm hoping we can do better than our current cost on several of these opportunities. But that remains to be seen as we try to execute those business plans.

Raleigh and San Diego multifamily, it sounds like you expect resolution and will be somewhat in line with KREF's basis.

I think they're—I don't know. We don't know yet. They're four-rated loans. They're on the watch list, and they're both performing. Our experience has been that as loans hit that four mark, roughly half have gone back to performing and half have ended up in a workout scenario as a five rated loan. I don't think we want to make any predictions right there; if we knew that, we might expect them as a three or a five. There’s still some uncertainty in those. They're multifamily deals, so losses in that segment seem to be relatively contained, and we'll stick with our comments made over the last few quarters that multifamily is a significant part of our portfolio. We've seen a lot of liquidity in that sector, probably more than we would have initially expected. Even with rates increasing 500 basis points, we are not totally immune from potential losses, but we believe that any impacts will be relatively contained and more noise than real impact on book value over time.

And West Hollywood catches the attention because it's such a high dollar amount per unit. Is the plan to convert it to condos?

Right now it's operating as a multifamily. You're right to point out that it's a significant basis per unit or per foot. It was originally built as a condo and then operated as a multifamily. My guess is the best path forward will likely be a condo sellout on that one.

And it can be quite easily entitled for that?

Yes.

And then just lastly, the San Carlos Life Science. So in your commentary, you flagged Mountain View, California as sort of the biggest risk. I would assume San Carlos might be second. In the modification that you're discussing, is the goal to have a longer-term modification considering the size of this project?

This one, I think we need to be a little bit careful on just because we're right in the middle of negotiations. Our first preference is always to work with our existing sponsors. If we can get to a deal with them, hopefully we can create a basis that makes sense for everybody and give the asset more time to implement its business plan. That's our primary path, but let's see what happens. We've increased our reserves to try to reflect some of the current dialogue going on there, and hopefully, we can get to a deal.

Our next question comes from Don Fandetti with Wells Fargo.

Matt, can you talk about your updated thoughts on the office market? Are you seeing increased debt and equity interest? What is the buyer profile of the loan that you sold in Q4, the office loan?

I think the office market is beginning to show a little bit more liquidity on the capital market side. If you looked last year, for instance, most of the buyers were high net worth large family offices, with really no institutional investors in the market for acquisitions. Now I think you're beginning to see signs of institutional investors coming back into the market. As you'd expect in these type of large downturns, liquidity's coming back for the best assets first. So for the highest quality, newest assets, the assets with long lease terms, for instance. We'll see if that continues. On the financing side, I think the same is true; there's not a lot of velocity in people's loan portfolios right now, so there's still a really high bar to make a new office loan since you're not getting repaid on any. But you're starting to see lending return, especially in submarkets that have shown real strength over the last couple of years or assets with very long lease terms as you'd expect. So it's beginning the capital markets are starting to come back for office. CMBS and SASB have done a number of deals, notably Rock Center, which is a multi-billion-dollar transaction in the market. There are signs of life on the capital markets front overall. In terms of the loan that we sold, it went to an effectively an office equity investor.

Our next question comes from Tom Catherwood with BTIG.

Matt, maybe following up on Rick's question from the start. With the increase in transaction activity that you mentioned, are you seeing that for opportunistic and value-add type deals that would traditionally be looking for transitional type loans, or are the transactions more core and core plus type assets at the moment?

Yes, thank you. I can take that. I would say the market is always more weighted towards core plus type lending opportunities, which is always a larger component of the overall market. I do think that over the last 18 months, transitional type of capital with a higher cost of capital has been more difficult to lend. When I think about KREF shareholders over the last 12 to 18 months, I don't think it’s been the best lending environment. Certainly, values have been down, competition's been down, but the demand for transitional loans hasn't been particularly high. What we're seeing now is that demand increase for sure. I think it's largely due to two things. Number one, there's been a reset in acquisition activity, and I think this type of capital is more relevant to that segment of the market. Secondly, we've seen a lot of activity, with capital structures maturing and borrowers not wanting to sell or owners not wanting to sell, so they need more time. Many of the opportunities we're seeing are just a bridge—simply not necessary that the business plan is transitional; it’s just the market. The owner wants more time for the market to heal and for the cost of capital to come down, and then they can sell into a better market. I'd say that part is picking up, and we've seen a lot of that in our own pipeline. Our expectation is that as we go into next year, there will be a robust opportunity set as the overall market reboots.

Appreciate those thoughts, Matt, and kind of along the same lines, the last question from me—if transaction activity is beginning to ramp, especially for assets that need transitional loans—and plus you're sitting on material liquidity—do you need to wait to get to 2025 repayment activity to start ramping new originations? Or can you start in the fourth quarter or the first quarter and leverage up a bit, then bring that back down when you get more repayments? Or does this really have to be match-funded as you get those repayments in ‘25?

I don’t think we need to completely match these things up, given our liquidity. I think we could probably get ahead of it a little bit. We're actively in the market today looking at transactions. Honestly, I'm a bit cautious due to the big election coming up in the next few weeks. I’m not personally motivated to approve loans in the next two weeks. Let's see what happens with the election and any volatility around that. But certainly from a KREF perspective, we have the liquidity today that we could try to get ahead of it a little bit.

And our next question today will come from Steve Delaney with Citizens JMP Securities.

Look, your comments, it's clear that you're in a process of shifting from defense to offense. As we look at the loan portfolio, I'm looking at your Page 20 of your deck, excluding the REO, you're about $6.8 billion in commitments currently. As you look out to 2025, could that number reach as much as say, $8 billion? What do you—do you have a figure in mind that’s sort of your fully invested portfolio—loan portfolio? What would that look like from a size standpoint?

Steve, it's Patrick. I'll take that question. I think the way you should think about it is if you consider our current portfolio today and our future funding obligations, that’s probably the steady state for the equity we have today. As such, I'm not expecting a lot of change off of that number. We're kind of in our target leverage zone. So I would think about that as there being absent new capital coming in, sort of a portfolio size toward the end of 2025.

And as far as your CLOs go, as part of this renewing the activity with lending, do you have some efficiency that you could achieve in CLO financing? I believe you're out of your reinvestment period in all of those, so that they are in runoff mode, I assume. Is that accurate, and are you thinking about a new CLO as part of your refreshed lending strategy?

So both of our CLOs just exited their replenishment periods this year, and they were fully invested at the end of those periods. At this point, obviously any repayments deleverage us and slightly increase our cost of capital as we pay back the cheapest liabilities. However, it takes quite a bit of repayments to get us to a level that's unattractive from a financing standpoint. That said, if you look at the CLO market over the last couple of months, we've seen a lot of improvement there. We've seen better appetite from investors, and that's driving the cost of capital down on these new CLOs. I expect that market to continue to provide some tailwinds overall. Sometimes assets lead, and sometimes liabilities lead, but we're seeing tightening on liabilities, both in terms of what Matt had referenced from the bank financing but now also in the capital markets on the CLO side. So as we think about those CLOs becoming less efficient over time, the market is setting up well for us to refinance what's left of those CLOs at some point and then add new collateral that we're starting to originate going into 2025.

Thank you for the comments, and it’s good progress on working through. I appreciate all the color on your individual watch list assets and the REO—that's very helpful to tell the story about those assets. I look forward to wrapping this year up and moving on to bigger and better things in 2025.

Our next question today is a follow-up from Jade Rahmani of KBW.

Just wanted to ask if you're seeing any uptick in loan portfolio sales from banks or credit risk transfer situations like that where perhaps KPEF might participate?

It's Matt again. On the loan portfolio sales side, it's been pretty muted still. We haven't seen much come through that channel and what's come through feels more sub-performing, non-performing loans. Honestly, it's less big pools than it is one-off, one or two loans at a time. So it's not an area we've been really engaged with, and we haven't seen anything particularly interesting there. On the credit risk transfer side, we have seen a bit of a pickup in that market. I think banks are trying to figure out how to adapt, where they've had success in more granular loan portfolios on the consumer or residential side to commercial. We know credits are more idiosyncratic, and control is more important, so it's not as much statistical analysis around performance and losses. It's been interesting to watch as this begins to develop—I'd say it's still in the early stages—but it's something we'll certainly keep close to. I think it's another way for banks to approach something similar to a loan-on-loan facility from an existing portfolio perspective. Nothing large in that market yet, but certainly conversations have begun.

This concludes our question-and-answer session. I would like to turn the conference back over to Jack Switala for any closing remarks.

Thanks operator, and thanks everyone for joining today. Please reach out to me or the team here if you have any questions. Take care.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.