KKR Real Estate Finance Trust Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
$KREF
Real Estate Investment Trusts
Real Estate
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): March 5, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (212 ) 750-8300
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(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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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New Term Loan Credit Agreement
On March 5, 2025 (the “Closing Date”), KREF Holdings X LLC (“KREF X”), a wholly owned subsidiary of KKR Real Estate Finance Trust Inc. (the “Company”), as borrower, entered into a new Term Loan
Credit Agreement with Goldman Sachs Bank USA (“Goldman Sachs”) as Administrative Agent in an amount of $550,000,000 (the “New Term Loan Credit Agreement”). The New Term Loan Credit Agreement replaces
the existing $350,000,000 Term Loan B Agreement with JPMorgan (the “Existing Term Loan B Agreement”). Proceeds from the New Term Loan Credit Agreement will be used to repay the Existing Term Loan B Agreement, repay other indebtedness and for other general corporate
purposes. The new facility will mature on March 5, 2032.
Goldman Sachs is the administrative agent under the New Term Loan Credit Agreement, and the remaining commitments and loans
thereunder are provided by a syndicate of financial institutions. The New Term Loan Credit Agreement contains substantially similar terms, including substantially similar representations and warranties and affirmative and negative covenants, as the Existing Term Loan B Credit Agreement, as well as
financial covenants for the benefit of the lenders, which require the Company to maintain a consolidated Total Debt to Total Assets Ratio (as defined in the New Term Loan Credit Agreement) not to exceed 83.333% and to maintain a minimum
Tangible Net Worth (as defined in the New Term Loan Credit Agreement) of not less than $650,000,000. Borrowings under the New Term Loan Credit Agreement will bear interest at KREF X’s option, at Term SOFR (as defined in the Existing Term
Loan B Agreement) plus 3.25% or at a “base rate” plus 2.25%. The original issue price of the term loans under the New Term Loan Credit Agreement was 99.875%.
Consistent with the Existing Term Loan B Credit Agreement, the Company’s obligations under the New Term Loan Credit Agreement are guaranteed by
certain specified subsidiaries of the Company, and the New Term Loan Credit Agreement contains customary affirmative and negative covenants. Among other things, these covenants restrict the Company’s and certain of its subsidiaries’ ability
to incur liens on certain assets, materially alter the nature of its business, dispose of material assets, engage in mergers, consolidations and certain other fundamental changes, or engage in certain transactions with affiliates. The New
Term Loan Credit Agreement contains customary default provisions, including, but not limited to, failure to pay interest or principal when due and failure to comply with covenants.
Certain lenders under the New Term Loan Credit Agreement and/or their affiliates may have other business relationships with the Company which may
involve the provision of financial and banking-related services, including cash management, loans, letters of credit and bank guarantee facilities, investment banking and trust services.
Amendment to Revolving Credit Agreement
On the Closing Date, KREF X entered into the Tenth Amendment (the “Tenth Amendment”) to the Credit Agreement, dated December 20, 2018, by and among KREF X, KKR Real Estate Finance Holdings L.P. (“Opco”),
certain subsidiary guarantors of Opco party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Tenth Amendment extends the maturity of the Credit Agreement to March 5, 2030 and increases the commitments from $610,000,000 to $660,000,000. Other material
terms, provisions, and conditions of the Credit Agreement remain unchanged and in connection therewith certain specified subsidiaries of Opco joined the facility as guarantors.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 of this Current Report in Form 8-K is incorporated herein by reference insofar as it relates to the
creation of a direct financial obligation.
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. | ||
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By:
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/s/ Kelly Galligan
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Name: Kelly Galligan
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Title: General Counsel and Secretary
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| Date: March 5, 2025 | ||