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): January 13, 2022 (January 12, 2022)

KKR Real Estate Finance Trust Inc.
(Exact Name of Registrant as Specified in its Charter)

Maryland
001-38082
47-2009094
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

30 Hudson Yards, Suite 7500, New York, New York 10001
(Address of Principal Executive Offices) (Zip Code)

(212) 750-8300
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
Common stock, par value $0.01 per share
 
KREF
 
New York Stock Exchange
6.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
 
KREF PRA
 
New York Stock Exchange

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 3.03
Material Modification to Rights of Security Holders.

On January 12, 2022, KKR Real Estate Finance Trust Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”) to the Company’s charter with the State Department of Assessments and Taxation of the State of Maryland, which classified and designated an additional 6,260,000 shares of the Company’s 6.50% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), resulting in a total of 13,160,000 shares classified as Series A Preferred Stock. A summary of the material terms of the Series A Preferred Stock is set forth under the caption “Description of Series A Preferred Stock” in the Company’s prospectus supplements, dated January 6, 2022 and January 11, 2022, each of which forms a part of the Company’s registration statement on Form S-3 (Registration No. 333-261854), and is hereby incorporated by reference into this Item 3.03.

The Articles Supplementary are filed as Exhibit 3.1 to this report and incorporated herein by reference.
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information about the Articles Supplementary set forth under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.

Item 8.01
Other Events.

On January 13, 2022, the Company issued 6,210,000 shares of Series A Preferred Stock and received net proceeds (after underwriting discounts and before expenses) of $151,166,925. The Company plans to use the net proceeds from the sale of the shares of the Series A Preferred Stock, after deducting commissions and offering expenses payable by the Company, to acquire its target assets in a manner consistent with its investment strategies and investment guidelines described in its Annual Report on Form 10-K for the year ended December 31, 2020 and for general corporate purposes. The offering was a re-opening of the Company’s previous issuance of Series A Preferred Stock. The additional shares of Series A Preferred Stock sold in the offering form a single series, and are fully fungible, with the other outstanding shares of Series A Preferred Stock.
 
A copy of the opinion of Venable LLP, counsel to the Company, relating to the legality of the shares of Series A Preferred Stock issued on January 13, 2022 is filed as Exhibit 5.1 hereto.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits:

 Exhibit
Number
 
Description
3.1
 
Articles Supplementary, designating additional shares of the Company’s 6.50% Series A Cumulative Redeemable Preferred Stock.
5.1
 
Opinion of Venable LLP.
 
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.

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.

 
KKR REAL ESTATE FINANCE TRUST INC.
     
 
By:
/s/ Vincent Napolitano
   
Name:
Vincent Napolitano
   
Title:
General Counsel and Secretary
       
Date: January 13, 2022
     
 

Exhibit 3.1

KKR REAL ESTATE FINANCE TRUST INC.
 
ARTICLES SUPPLEMENTARY
 
6.50% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
 
KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
 
FIRST:  Pursuant to authority expressly vested in the Board of Directors of the Corporation (the “Board”) by Article V of the charter of the Corporation (the “Charter”), the Board and a duly authorized committee thereof have duly classified and designated 6,260,000 authorized but unissued shares of Preferred Stock, par value $0.01 per share, of the Corporation (“Preferred Stock”) as additional shares (the “Additional Shares”) of 6.50% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set forth in the Charter.

SECOND:  The Additional Shares have been classified and designated by the Board under the authority contained in the Charter.  After giving effect to the classification and designation of the Additional Shares as set forth herein, the total number of shares of Series A Preferred Stock that the Corporation has authority to issue is 13,160,000.

THIRD:  These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.

FOURTH: These Articles Supplementary shall be effective at the time the SDAT accepts these Articles Supplementary for record.

FIFTH:  The undersigned Chief Executive Officer acknowledges these Articles Supplementary to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Signature page follows.]
 
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and witnessed by its Chief Financial Officer and Treasurer on January 12, 2022.
 
WITNESS:
 
KKR REAL ESTATE FINANCE TRUST INC.

     
/s/ Mostafa Nagaty
 
By:
/s/ Matthew A. Salem
Name:
 Mostafa Nagaty
 
Name:
 Matthew A. Salem
Title:
 Chief Financial Officer and Treasurer
 
Title:
 Chief Executive Officer
 
[Signature Page to Articles Supplementary]


Exhibit 5.1


January 13, 2022

KKR Real Estate Finance Trust Inc.
30 Hudson Yards, Suite 7500
New York, New York 10001


Re:
Registration Statement on Form S-3, Commission File No. 333-261854

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 by the Company of up to 6,260,000 shares (the “Shares”) of the Company’s 6.50% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”).  The offering and sale of the Shares are covered by the Registration Statement on Form S-3 (File No. 333-261854) of the Company, 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, that forms part of the Registration Statement, as supplemented by the Company’s Prospectus Supplements, dated January 6, 2022 and January 11, 2022 (the “Prospectus Supplements”), 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”), including the Articles Supplementary classifying additional shares of the Series A Preferred Stock, 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;

6.          Resolutions adopted by the Board of Directors of the Company, relating to, among other matters, the registration and issuance of (i) the Shares and (ii) shares (the “Conversion Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, upon conversion of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

KKR Real Estate Finance Trust Inc.
January 13, 2022
Page 2
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 or the Conversion Shares will be, issued or transferred in violation of the restrictions or limitations contained in Article VI of the Charter.

6.          Upon any issuance of the Conversion Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company then has authority to issue under the Charter.

KKR Real Estate Finance Trust Inc.
January 13, 2022
Page 3
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, upon payment and delivery in accordance with Registration Statement and the Resolutions, the Shares will be validly issued, fully paid and nonassessable.

3.          The issuance of the Conversion Shares has been duly authorized and, when and if issued upon conversion of any Shares in accordance with the terms of the Shares and the Charter, 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 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.

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.

 
Very truly yours,
   
 
/s/ Venable LLP