The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(B)(2)
Registration No. 333-226167
Registration No. 333-229043
Subject to Completion. Dated October 27, 2021.
Preliminary Prospectus Supplement
(To Prospectus dated February 7, 2019)
KKR Real Estate Finance Trust Inc.
KKR Real Estate Finance Trust Inc. is offering 5,000,000 shares of our common stock, par value $0.01 per share (the “common stock”).
Our common stock is listed on the New York Stock Exchange (“NYSE”), under the symbol “KREF.” On October 26, 2021, the closing sale price of our common stock as reported on the NYSE was $22.79 per share.
We are a Maryland corporation and we conduct our operations as a real estate investment trust (“REIT”) for federal income tax purposes while operating our business in a manner that allows us to maintain an exclusion from registration under the Investment Company Act of 1940, as amended, (the “Investment Company Act”). The common stock is subject to certain restrictions on ownership designed to, among other things, preserve our qualification as a REIT for U.S. federal income tax purposes. See “Description of Capital Stock—Certain Provisions of Our Charter and Bylaws and of Maryland Law—REIT Qualification Restrictions on Ownership and Transfer” in the accompanying prospectus.
Investing in our common stock involves risks. You should carefully consider the risk factors referred to in the sections titled “Risk Factors” beginning on page S-
of this prospectus supplement, page
in the accompanying prospectus and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, incorporated by reference herein, before investing in our common stock.
Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters have agreed to purchase the shares of our common stock at a price of $ per share, which will result in proceeds to us of $ . The underwriters may offer the shares of our common stock from time to time in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. See “Underwriting.”
The underwriters have the option to purchase up to an additional 750,000 shares of our common stock at the price listed above within 30 days after the date of this prospectus.
The underwriters expect to deliver the shares against payment in New York, New York on or about , 2021.
Wells Fargo Securities
Goldman Sachs & Co. LLC
Keefe, Bruyette & Woods
A Stifel Company
Prospectus Supplement dated , 2021.