registration rights holders an unlimited number of “demand” registrations and customary “piggyback” registration rights. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities that may arise under the Securities Act.
Relationship with KKR Capital Markets
In April 2018, we entered into a term loan financing arrangement (“Term Loan Facility”) with a third party lender under which KKR Capital Markets (“KCM”) will serve as arranger. In consideration for structuring and sourcing the Term Loan Facility, KCM will receive from KREF fees equal to 0.75% of the committed loan advances. As of the date of this proxy statement, there was a $1 billion maximum loan commitment under the Term Loan Facility. Since the beginning of the fiscal year ended December 31, 2022, we have not paid KCM any fees in connection with the Term Loan Facility.
In August 2018, we entered into a loan financing facility with BMO Harris Bank (“BMO Facility”) under which KCM will serve as structuring agent. In consideration for structuring and sourcing the BMO Facility, KCM will receive from KREF fees equal to 0.35% of the committed loan advances. As of the date of this proxy statement, there was a $300 million maximum loan commitment under the BMO Facility. We paid $0.5 million in KCM structuring fees in connection with the facility during the year ended December 31, 2022.
In December 2018, we entered into a corporate revolving credit facility currently administered by Morgan Stanley Senior Funding (the “Revolver”) for which KCM will serve as arranger. In 2022, we increased the borrowing capacity on the Revolver to $610.0 million and extended the maturity date through March 2027. In connection with the extension and upsize of the Revolver, and in consideration for its services as the arranger, KREF is obligated to pay KCM an arrangement fee equal to 0.375% of the aggregate amount of existing commitments plus 0.75% of the aggregate amount of new commitments, subject to certain limitations. We paid $3.3 million of arrangement fees to KCM in connection with the Revolver during the year ended December 31, 2022.
In February 2019, we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and KCM as sales agents, pursuant to which we may sell, from time to time, up to an aggregate sales price of $100.0 million of our common stock. Under the Equity Distribution Agreement, each sales agent, including KCM, will be entitled to compensation in an amount not to exceed, but may be less than, 2.00% of the gross sales price per share for any common stock sold through it. We sold 340,458 shares under the Equity Distribution Agreement through a third party broker and did not incur or pay any commissions to KCM during the year ended December 31, 2022.
In March 2020, we entered into a warehouse financing facility with HSBC Bank USA N.A. (the “HSBC Facility”) under which KCM will serve as arranger. In consideration for structuring and sourcing the HSBC Facility, KCM will receive from KREF fees up to 0.25% of the committed loan advances under the facility, subject to a cap of $1.25 million to be paid as loans fund on the facility. As of the date of this proxy statement, there was a $500 million maximum loan commitment under the HSBC Facility. Since the beginning of the fiscal year ended December 31, 2022, we have not incurred or paid KCM any structuring fees in connection with the HSBC Facility.
In September 2020, we entered into a $300 million secured term loan with third party lenders under which KCM served as arranger. In November 2021, we completed repricing and upsize of the secured term loan, resulting in an aggregate principal amount outstanding of $350.0 million. Since the beginning of the fiscal year ended December 31, 2022, we have not paid KCM any fees in connection with the secured term loan.
In July 2021, we entered into a $500.0 million Master Repurchase Agreement and Securities Contract with a financial institution (“KREF Lending IX Facility”). In connection with the KREF Lending IX Facility, and in consideration for structuring and sourcing this arrangement, KREF is obligated to pay KCM a structuring fee equal to 0.75% of the respective committed loan advances under the agreement. In 2022, we increased the borrowing capacity under the agreement to $1.0 billion. In connection with the upsize of the KREF Lending IX Facility in 2022, and in consideration for KCM’s services as the arranger, KREF paid KCM $0.3 million and $2.3 million in structuring fees during the year ended December 31, 2023 and 2022, respectively.
In January 2022, KREF issued 6,210,000 million shares of 6.5% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), at a liquidation price of $25.00 per share, and received net proceeds of $151.2 million. In connection with the Series A Preferred Stock issuance, and in consideration for KCM’s services as joint bookrunner, KREF incurred and paid KCM a $1.3 million in underwriting discount and commission during the year ended December 31, 2022.
