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): June 2, 2022

KKR Real Estate Finance Trust Inc.

(Exact name of registrant as specified in its charter) 

Registrant’s telephone number, including area code: (212) 750-8300

(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:

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

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 1.01 Entry into a Material Definitive Agreement.

On June 2, 2022, 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, KKR REFT Holdings L.P., a stockholder of the Company (the “Selling Stockholder”) and Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC as representatives of the several underwriters (collectively, the “Underwriters”), relating to an underwritten offering consisting of 2,750,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be sold by the Company (the “Primary Shares”) and 4,250,000 shares of Common Stock to be sold by the Selling Stockholder (the “Secondary Shares”). The Company also granted the Underwriters a 30-day option to purchase up to an additional 1,050,000 shares of Common Stock from the Company (the “Option Shares” and, together with the Primary Shares and the Secondary Shares, the “Shares”). The Shares are being offered pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-261854), as supplemented by the prospectus supplement dated June 2, 2022. The net proceeds (before expenses) to the Company from the offering of the Primary Shares were approximately $53.65 million and the net proceeds (before expenses) to the Selling Stockholder from the offering of the Secondary Shares were approximately $82.92 million. The Company intends to use the net proceeds received by it from the sale of the Primary Shares to originate, acquire and finance target assets in a manner consistent with its investment strategies and investment guidelines and for general corporate purposes. The Company will not receive any of the proceeds from the sale of the Secondary Shares by the Selling Stockholder.

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.

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.