Entry into a Material Definitive







On October 27, 2021, KKR Real Estate Finance Trust Inc. (the “Company”) entered into an Underwriting Agreement (the
“Underwriting Agreement”) by and among the Company, KKR Real Estate Finance Manager LLC and Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC as representatives of the several underwriters (collectively, the “Underwriters”), relating to
an underwritten offering of 5,000,000 shares of the Company’s common stock, par value $0.01 per share, to be sold by the Company (the “Shares”). The Company also granted the Underwriters a 30-day option to purchase up to an additional 750,000
Shares. The Shares are being offered pursuant to the Company’s Registration Statements on Form S-3 (Registration Nos. 3 33-226167 and 333-229043), as supplemented by the prospectus supplement dated October 27, 2021. The net proceeds (before
expenses) from the offering of the Shares were approximately $108.8 million. The Company intends to use the net proceeds from the offering to acquire its assets in a manner consistent with its investment strategies and investment guidelines and for
general corporate purposes.




The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated
herein by reference and attached to this report as Exhibit 1.1.




A copy of the opinion of Venable LLP, counsel to the Company, relating to the legality of the Shares is filed as Exhibit 5.1
hereto.







Item 3.03



Material Modification to Rights of Security Holders










As a result of the consummation of the equity offering described in Item 1.01 above, KKR & Co. and its affiliates no longer
own at least 25% of the outstanding shares of the Company’s common stock and, as a result, the previous right of KKR REFT Asset Holdings LLC (“KKR REFT Asset Holdings”) to have voting power equal to a majority of votes cast in an election of
directors pursuant to the share of special voting preferred stock held by it, as well as its right to nominate at least half of the directors to the Company’s board of directors pursuant to the stockholders agreement between the Company and certain
of its stockholders, terminated as of November 1, 2021.  In addition, pursuant to the Company’s charter, as of such date the share of special voting preferred stock held by KKR REFT Asset Holdings was converted into one duly authorized, validly
issued and non-assessable share of the Company’s common stock.

As a result of these actions, the Company ceased to be a ‘‘controlled company’’ within the meaning of the New York Stock Exchange
(“NYSE”) rules and the rules of the Securities and Exchange Commission. Certain exemptions from the NYSE’s corporate governance requirements will continue to be available to the Company until November 1, 2022 and it may elect to utilize those
exemptions during this one-year transition period.







Item 9.01



Financial Statements and Exhibits.







(d)           Exhibits:







 

Exhibit


Number



 



Description






1.1



 



Underwriting Agreement, dated as of October 27, 2021, among the Company, KKR Real Estate Finance Manager LLC and the underwriters named therein.






5.1



 



Opinion of Venable LLP.






23.1



 



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: November 1, 2021



 


 


 















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Other recent filings from the company include the following:

BlackRock, Inc. just provided an update on share ownership of KKR Real Estate Finance Trust Inc. - Jan. 27, 2022
BlackRock, Inc. just provided an update on share ownership of KKR Real Estate Finance Trust Inc. - Jan. 26, 2022
Material Modification to Rights of Security - Jan. 13, 2022
Prospectus [Rule 424(b)(5)] - Jan. 12, 2022
On January - Jan. 12, 2022

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