S-11MEF 1 a2232070zs-11mef.htm S-11MEF
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As filed with the Securities and Exchange Commission on May 4, 2017

Registration Statement No. 333-            


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form S-11
FOR REGISTRATION
UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES



KKR Real Estate Finance Trust Inc.
(Exact name of registrant as specified in its governing instruments)



9 West 57th Street, Suite 4200
New York, New York 10019
Tel: (212) 750-8300
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)



KKR Real Estate Finance Manager LLC
9 West 57th Street, Suite 4200
New York, New York 10019
Attention: General Counsel
Tel: (212) 750-8300
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)



Copies to:

Joseph H. Kaufman, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Tel: (212) 455-2000

 

Jay L. Bernstein, Esq.
Andrew S. Epstein, Esq.
Clifford Chance US LLP
31 W. 52nd Street
New York, New York 10019
Tel: (212) 878-8000



Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

          If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ý File No. 333-217126

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Non-accelerated filer ý (Do not check if a smaller reporting company)

  Accelerated filer o

Smaller reporting company o

Emerging growth company ý

          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 7(a)(2)(B) of the Securities Act. ý



CALCULATION OF REGISTRATION FEE

                         
   
Title of Securities
To Be Registered

  Amount
to be
Registered(1)

  Proposed
Maximum
Offering Price
per Share

  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration Fee(1)

 
   

Common stock, $0.01 par value per share

    287,500   $ 20.50   $ 5,893,750   $ 684  

 

 
(1)
Includes shares of common stock subject to the underwriters' option to purchase additional shares of common stock.

(2)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.



          This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

   


EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        This Registration Statement on Form S-11 is being filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by KKR Real Estate Investment Trust Inc. (the "Registrant"). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant's Registration Statement on Form S-11 (File No. 333-217126), as amended, which was declared effective by the Commission on May 4, 2017.


Exhibit
Number
  Exhibit Description
  5.1   Opinion of Venable LLP regarding validity of the shares being registered
        
  8.1   Opinion of Hunton & Williams LLP regarding certain tax matters
        
  23.1   Consent of Venable LLP (included in Exhibit 5.1)
        
  23.2   Consent of Hunton & Williams LLP (included in Exhibit 8.1)
        
  23.3   Consent of Deloitte & Touche LLP
        
  24.1   Power of Attorney (included on the signature page to the Registration Statement on Form S-11 filed by the Registrant on April 3, 2017 (File No. 333-217126) and incorporated herein by reference)


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 4, 2017.

  KKR REAL ESTATE FINANCE TRUST INC.



 

By:

 

/s/ CHRISTEN E.J. LEE

      Name:   Christen E.J. Lee

      Title:   Co-Chief Executive Officer and Co-President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 

 

 
/s/ CHRISTEN E.J. LEE

Christen E.J. Lee
  Co-Chief Executive Officer and
Co-President (Principal Executive
Officer)
  May 4, 2017

*

Matthew A. Salem

 

Co-Chief Executive Officer and
Co-President (Principal Executive
Officer)

 

May 4, 2017

*

William B. Miller

 

Chief Financial Officer and
Treasurer (Principal Financial and Accounting Officer)

 

May 4, 2017

*

Ralph F. Rosenberg

 

Director

 

May 4, 2017

*

Todd A. Fisher

 

Director

 

May 4, 2017

*By:

 

/s/ CHRISTEN E.J. LEE


 

 

 

 
    Name:   Christen E.J. Lee        
    Title:   Attorney-in-Fact        



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SIGNATURES