KKR Real Estate Finance Trust Inc 8-K, filed Feb 11, 2022
KKR Real Estate Finance Trust Inc. (KREF)
8-K
2022-02-11
For: 2022-02-11
View Original
Added on
April 07, 2026
About this 8-K
KKR Real Estate Finance Trust Inc filed this 8-K on February 11, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212 ) 750-8300
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other
Events.
On February 11, 2022, KKR Real Estate Finance Trust Inc.
(the “Company”) and KKR Real Estate Finance Manager LLC (the “Manager”) entered into an amendment (the “Amendment”) to the equity distribution agreement, dated February 22, 2019, relating to the Company’s 2019 $100,000,000 “at the market” equity
offering program for its common stock (the “ATM Program”) with Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, KKR Capital Markets LLC and JMP Securities LLC (each, a “Sales Agent” and collectively, the “Sales Agents”). The purpose of
the Amendment was to include JMP Securities LLC as a Sales Agent and to otherwise update certain provisions of the ATM Program. To date, no shares of common stock have been issued under the ATM Program. For additional information relating to the
ATM Program, please refer to the Company’s Current Report on Form 8-K filed on February 25, 2019 in connection with its initial adoption.
A copy of the Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the descriptions of the material terms of the
Amendment in this Item 8.01 are qualified in their entirety by reference to such Exhibit, which is incorporated herein by reference.
On February 11, 2022, the Company also filed an updated prospectus supplement relating to the ATM Program with the Securities and
Exchange Commission. Attached as Exhibit 5.1 to this Current Report on Form 8-K is a copy of the opinion of Venable LLP regarding certain Maryland law matters relating to the ATM Program, including the validity of the Company’s common stock offered
thereby.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits:
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Exhibit
Number
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Description
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Amendment No. 1 to Equity Distribution Agreement, dated as of February 11, 2022, among the Company, the Manager, Wells Fargo Securities, LLC, Goldman
Sachs & Co. LLC, KKR Capital Markets LLC and JMP Securities LLC.
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Opinion of Venable LLP.
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Consent of Venable LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference).
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Cover Page Interactive Data File, formatted in Inline XBRL.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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KKR REAL ESTATE FINANCE TRUST INC.
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By:
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/s/ Vincent Napolitano
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Name:
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Vincent Napolitano
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Title:
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General Counsel and Secretary
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Date: February 11, 2022
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Exhibit 1.1
KKR REAL ESTATE FINANCE TRUST INC.
AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
February 11, 2022
Wells Fargo Securities, LLC
375 Park Avenue
New York, New York 10152
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
KKR Capital Markets LLC
30 Hudson Yards
Suite 7500
New York, New York 10001
JMP Securities LLC
600 Montgomery Street
Suite 1100
San Francisco, California 94111
Ladies and Gentlemen:
Reference is made to the Equity Distribution Agreement (the “Agreement”), dated as of February 22, 2019, by and among KKR Real Estate Finance Trust Inc., a Maryland corporation, KKR Real Estate Finance Manager LLC, a Delaware limited liability company, and Wells Fargo Securities, LLC,
Goldman Sachs & Co. LLC and KKR Capital Markets LLC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
In connection with the foregoing, the parties hereto wish to amend the Agreement through this Amendment No. 1 to Equity Distribution
Agreement (this “Amendment”) to make certain changes to the Agreement with effect on and after the date hereof (the “Effective Date”).
SECTION 1. Amendments to the Agreement.
The parties hereto agree, from and after the Effective Date, that:
(a) The list of Agents on page 1 of the Agreement and the first paragraph of the Agreement are hereby amended and restated in their
entirety to read as follows:
“Wells Fargo Securities, LLC
375 Park Avenue
New York, New York 10152
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
KKR Capital Markets LLC
30 Hudson Yards
Suite 7500
New York, New York 10001
JMP Securities LLC
600 Montgomery Street
Suite 1100
San Francisco, California 94111
Ladies and Gentlemen:
KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Company”), and KKR Real Estate Finance Manager LLC, a Delaware limited liability company (the “Manager”), each, severally and not
jointly, confirm their respective agreements (this “Agreement”) with Wells Fargo Securities, LLC (“Wells Fargo Securities”), Goldman Sachs & Co. LLC (“Goldman Sachs”), KKR Capital Markets LLC (“KKR Capital Markets”) and JMP Securities LLC (“JMP” and, together with
Wells Fargo Securities, Goldman Sachs and KKR Capital Markets, in their capacities as agent and/or principal under this Agreement, each an “Agent” and
collectively, the “Agents”), as follows:”
(b) Section 7(n) of the Agreement is hereby amended and restated in its entirety to read as follows:
“(n) Representation Dates; Certificate.
On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time the Company:
(1) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement (other than a
prospectus supplement relating solely to an offering of securities other than the Placement Securities) or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of
incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities;
(2) files an annual report on Form 10-K under the 1934 Act;
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(3) files a quarterly report on Form 10-Q under the 1934 Act; or
(4) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information
pursuant to Items 2.02 or 7.01 of Form 8-K) under the 1934 Act (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) shall be a “Representation Date”);
each of the Company and the Manger shall furnish the Agents with a certificate, in the form attached hereto as Exhibit G-1 and G-2, respectively, within three Trading Days of any Representation Date.
The requirement to provide a certificate under this Section 7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending or if the only
Placement Notice pending is addressed solely to an Agent that has notified the Company and the Manager by email notice (or other method mutually agreed to in writing by the parties) addressed to each of the individuals from the Company and the
Manager as set forth on Exhibit B prior to the relevant Representation Date that it has elected to be a “Designated Agent” (a “Designated Agent Placement Notice”), which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice (other than a Designated Agent Placement
Notice) hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its
annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities to an Agent other than a Designated Agent following a Representation Date when the Company relied on such waiver and did not
provide the Agents with a certificate under this Section 7(n), then before the Company delivers the Placement Notice or an Agent other than a Designated Agent sells any Placement Securities, each of the Company and the Manager shall provide the
Agents with a certificate, in the form attached hereto as Exhibit G-1 and G-2,
respectively, dated the date of the Placement Notice.”
(c) Section 15 of the Agreement is hereby amended and restated in its entirety to read as follows:
“Except as otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing and shall be deemed
to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agents shall be directed to Wells Fargo Securities at Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: Equity
Syndicate, fax no. 212-214-5918; Goldman Sachs at Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; KKR Capital Markets at KKR Capital Markets LLC, 30 Hudson Yards, Suite 7500, New York, New
York 10001, Attention: Legal Department, fax no. 212-750-0003; and JMP Securities LLC, 600 Montgomery Street, Suite 1100, San Francisco, California 94111, Attention: Walter Conroy, Chief Legal Officer; and notices to the Company or the Manager shall
be directed to it at KKR Real Estate Finance Trust Inc., 30 Hudson Yards, Suite 7500, New York, New York, 10001, Attention: Legal Department, fax no. 212‑750-0003, with a copy to Simpson Thacher & Bartlett LLP, Attention: Joseph H. Kaufman, fax
no. 212-455-2502 (with such fax to be confirmed by telephone to 212-455-2948).”
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(d) The first paragraph of Exhibit A of the Agreement is hereby amended and restated in its entirety as follows:
“Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between KKR Real Estate Finance
Trust Inc. (the “Company”) and Wells Fargo Securities, LLC (“Wells Fargo
Securities”), Goldman Sachs & Co. LLC (“Goldman Sachs”) and KKR Capital Markets LLC (“KKR Capital Markets”) dated February 22, 2019 (as amended on or prior to the date hereof, the “Agreement”), I hereby
request on behalf of the Company that [●] sell up to [●] shares of the Company’s common stock, par value $0.01 per share, at a minimum market price of $[●] per share.”
(e) Exhibit B of the Agreement is hereby amended and restated in its entirety to read as follows:
“AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND
ACCEPTANCES
Wells Fargo Securities, LLC
Jennifer R. Lynch
Managing Director
Jennifer.r.lynch@wellsfargo.com
Tel: 212-214-6122
William O'Connell
Managing Director
william.oconnell@wellsfargo.com
Tel: 212-214-6127
Josie Callanan
Associate/Operations Manager
Josie.callanan@wellsfargo.com
Phone: 212-214-6128
Goldman Sachs & Co. LLC
Mary Baccash
mary.baccash@gs.com
Tel: 917-343-4598
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Jami Abdy
jami.abdy@gs.com
Tel: 917-343-0639
JMP Securities LLC
Tosh Chandra
tchandra@jmpsecurities.com
Aidan Whitehead
awhitehead@jmpsecurities.com
Walter Conroy
wconroy@jmpg.com
JPM Compliance
compliance@jmpsecurities.com
tchandra@jmpsecurities.com
Aidan Whitehead
awhitehead@jmpsecurities.com
Walter Conroy
wconroy@jmpg.com
JPM Compliance
compliance@jmpsecurities.com
KKR Capital Markets LLC
David Bauer
Managing Director
david.bauer@kkr.com
Eric Han
Principal
eric.han@kkr.com
Jack Switala
Principal
jack.switala@kkr.com
KKR Real Estate Finance Trust Inc.
Patrick Mattson
President and COO
Patrick.Mattson@kkr.com
Matt Salem
CEO
Matt.Salem@kkr.com
CEO
Matt.Salem@kkr.com
Mostafa Nagaty
CFO and Treasurer
Mostafa.Nagaty@kkr.com
Vincent Napolitano
GC and Secretary
Vincent.Napolitano@kkr.com
Vincent.Napolitano@kkr.com
Kendra Decious
Authorized Person
Kendra.Decious@kkr.com
Authorized Person
Kendra.Decious@kkr.com
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KKR Real Estate Finance Manager LLC
Patrick Mattson
President and COO
Patrick.Mattson@kkr.com
Mostafa Nagaty
CFO and Treasurer
Mostafa.Nagaty@kkr.com
Vincent Napolitano
GC and Secretary
Vincent.Napolitano@kkr.com
GC and Secretary
Vincent.Napolitano@kkr.com
Kendra Decious
Authorized Person
Kendra.Decious@kkr.com”
Authorized Person
Kendra.Decious@kkr.com”
(f) Exhibit C of the Agreement is hereby amended and restated in its entirety to read as follows:
“SIGNIFICANT SUBSIDIARIES OF THE COMPANY
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Name
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Jurisdiction of Organization
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Type of Entity
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Names of General Partners/Managing Members/Sole Shareholder
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KKR Real Estate Finance Holdings L.P.
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Delaware
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Limited Partnership
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KKR Real Estate Finance Trust Inc.
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| KREF Lending I LLC |
Delaware |
Limited Liability Company |
KREF Holdings I LLC |
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KREF Lending V LLC
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Delaware
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Limited Liability Company
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KREF Holdings V LLC
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KREF Capital LLC
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Delaware
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Limited Liability Company
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KKR Real Estate Finance Holdings L.P.
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KREF Lending VII LLC
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Delaware
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Limited Liability Company
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KREF Holdings VII LLC
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KREF CLO Loan Seller LLC
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Delaware
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Limited Liability Company
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KREF CLO Sub-REIT LLC”
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(g) The first paragraph of Exhibit G-1 of the Agreement is hereby amended and restated in its entirety to read as follows:
“Each of Patrick Mattson, President and Chief Operating Officer, Mostafa Nagaty, Chief Financial Officer and Treasurer, and Kendra
Decious, Authorized Person, of KKR Real Estate Finance Trust Inc. (the “Company”), pursuant to Section 7(n) of the Equity Distribution Agreement dated February
22, 2019, among the Company, KKR Real Estate Finance Manager LLC, and Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC and KKR Capital Markets LLC (as amended on or prior to the date hereof, the “Agreement”), does hereby certify on behalf of the Company, and not in the undersigned’s individual capacity, as follows:”
(h) The first paragraph of Exhibit G-2 of the Agreement is hereby amended and restated in its entirety to read as follows:
“Each of Patrick Mattson, President and Chief Operating Officer, Mostafa Nagaty, Chief Financial Officer and Treasurer, and Kendra
Decious, Authorized Person, of KKR Real Estate Finance Manager LLC (the “Manager”), pursuant to Section 7(n) of the Equity Distribution Agreement dated
February 22, 2019, among the Manager, KKR Real Estate Finance Trust Inc. (the “Company”), Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC and KKR
Capital Markets LLC (as amended on or prior to the date hereof, the “Agreement”), does hereby certify on behalf of the Manager, and not in the undersigned’s
individual capacity, as follows:”
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(i) Schedule 40 of the Agreement is hereby amended and restated in its entirety to read as follows:
“TAXABLE REIT SUBSIDIARIES
KREF Lending III TRS LLC
KREF Finance TRS LLC
KREF Capital TRS LLC”
SECTION 2. No Other Amendments; References to Agreements.
Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith
shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Securities prior to
the Effective Date or on the terms of the Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including
the indemnification and contribution provisions) contained in the Agreement.
SECTION 3. Applicable Law. This Amendment will be governed by
and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.
SECTION 4. Effect of Headings. The Section headings herein
are for convenience only and shall not affect the construction hereof.
SECTION 5. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or e-mail transmission.
[Signature Pages Follow]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement by and among the parties hereto in accordance with its terms.
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Very truly yours,
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KKR REAL ESTATE FINANCE TRUST INC.
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By:
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/s/ Patrick Mattson
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Name: Patrick Mattson
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Title: Chief Operating Officer
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KKR REAL ESTATE FINANCE MANAGER LLC
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By:
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/s/ Patrick Mattson | |
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Name: Patrick Mattson
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Title: Chief Operating Officer
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[Signature Page to Amendment No. 1 to Equity Distribution
Agreement]
CONFIRMED AND ACCEPTED, as of the date first above written:
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WELLS FARGO SECURITIES, LLC
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By:
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/s/ Andrew Wedderburn-Maxwell |
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Authorized Signatory
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GOLDMAN SACHS & CO. LLC
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By:
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/s/ Erich Bluhm |
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Authorized Signatory
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KKR CAPITAL MARKETS LLC
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By:
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/s/ David Bauer |
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Authorized Signatory
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JMP SECURITIES LLC
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By:
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/s/ Santosh Chandra |
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Authorized Signatory
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[Signature Page to Amendment No. 1 to Equity Distribution
Agreement]
Exhibit 5.1
February 11, 2022
KKR Real Estate Finance Trust Inc.
30 Hudson Yards
Suite 7500
New York, New York 10001
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Re:
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Registration Statements on Form S-3
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Commission File No 333-261854
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Ladies and Gentlemen:
We have served as Maryland counsel to KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Company”), in connection with
certain matters of Maryland law arising out of the registration of the sale of up to $100,000,000 in shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), in an at-the-market offering covered by the
above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the
“Securities Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement,
in the form in which it was filed with the Commission under the Securities Act;
2. The Company’s Prospectus,
dated December 22, 2021, as supplemented by the Company’s Prospectus Supplement, dated February 11, 2022 (the “Prospectus Supplement”), each in the form in which it was filed with the Commission pursuant to Rule 424(b) promulgated under the
Securities Act;
3. The charter of the Company
(the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Bylaws of the Company,
certified as of the date hereof by an officer of the Company;
5. A certificate of the SDAT as
to the good standing of the Company, dated as of a recent date;
________________________________________________________________________
KKR Real Estate Finance Trust Inc.
February 11, 2022
Page 2
6. Resolutions adopted by the
Board of Directors of the Company (the “Board”), relating to, among other matters, (i) the registration and issuance of the Shares, (ii) the delegation to a committee of the Board (the “ATM Offering Committee”) of all of the powers that may
lawfully be delegated to a committee of the Board in connection with the sale and issuance of the Shares, subject to certain parameters and (iii) the delegation to certain officers of the Company of the power to determine, subject to certain
parameters, among other things, the number of Shares and the offering price of each Share to be sold from time to time pursuant to the at-the-market offering (the “Resolutions”), certified as of the date hereof by an officer of the Company;
7. A certificate executed by an
officer of the Company, dated as of the date hereof; and
8. Such other documents and
matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any
of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any
of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other
than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and each such party’s obligations set forth therein are legal, valid and binding and are
enforceable in accordance with all stated terms.
4. All Documents submitted to us
as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents
submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations,
warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents,
by action or omission of the parties or otherwise.
5. None of the Shares were, and
none will be, issued or transferred in violation of the restrictions or limitations contained in Article VI of the Charter.
________________________________________________________________________
KKR Real Estate Finance Trust Inc.
February 11, 2022
Page 3
6. Upon the issuance of any of
the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the number of shares of Common Stock the Company is then authorized to issue under the Charter.
7. Prior to the issuance of any
of the Shares, a duly authorized officer or the ATM Offering Committee will determine the price and certain other terms of the issuance of such Shares in accordance with the Resolutions (the “Corporate Proceedings”).
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation
duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares
has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statements, the Resolutions and the Corporate Proceedings, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning United States
federal law or the laws of any other jurisdiction. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent
transfers or the laws, codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of
Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the
matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
________________________________________________________________________
KKR Real Estate Finance Trust Inc.
February 11, 2022
Page 4
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the
“Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent
is required by Section 7 of the Securities Act.
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Very truly yours,
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/s/ Venable LLP
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