SEC Form S-3 filed by KKR Real Estate Finance Trust Inc.
Maryland | 47-2009094 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
Large accelerated filer | ☐ | Accelerated filer | ☒ | ||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||
Emerging growth company | ☐ | ||||||||

• | common stock; |
• | preferred stock; |
• | depositary shares; |
• | debt securities; |
• | warrants; |
• | subscription rights; |
• | purchase contracts; and |
• | units. |
• | the general political, economic, competitive, and other conditions in the United States and in any foreign jurisdictions in which we invest and their impact on our loan portfolio, financial condition and business operations; |
• | fluctuations in interest rates and credit spreads could reduce our ability to generate income on our loans and other investments, which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments and could materially impair our ability to pay distributions to our stockholders; |
• | adverse developments in the real estate and real estate capital markets could negatively impact our performance; |
• | adverse legislative or regulatory developments, including with respect to tax laws, securities laws, and the laws governing financial and lending institutions; |
• | adverse developments in the availability of attractive loan and other investment opportunities whether they are due to competition, regulation or otherwise, could adversely affect our results of operations; |
• | adverse economic trends and changes in economic conditions, including as a result of heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, increased tariffs and trade tensions, geopolitical conditions, labor shortages, currency fluctuations and challenges in global supply chains; |
• | events giving rise to increases in our current expected credit loss reserve; |
• | reduced demand for office, multifamily or retail space, and/or hybrid work schedules which allow work from remote locations other than the employer's office premises; |
• | our results of operations, financial condition, liquidity position, and business could be adversely impacted if we experience (i) difficulty accessing financing or raising capital, including due to a significant dislocation in or shut-down of the capital markets, (ii) a reduction in the yield on our investments, (iii) an increase in the cost of our financing, (iv) an inability to borrow incremental amounts or an obligation to repay amounts under our financing arrangements, or (v) defaults by borrowers in paying debt service on outstanding loans; |
• | deterioration in the performance of the properties securing our investments that may cause deterioration in the performance of our investments, adversely impact certain of our financing arrangements and our liquidity, risks in collection of contractual interest payments, and potentially, principal losses to us; |
• | difficulty or delays in redeploying the proceeds from repayments of our existing investments may cause our financial performance to decline; |
• | acts of God such as hurricanes, earthquakes and other natural disasters, pandemics, acts of war and/or terrorism and other events that may cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investments; |
• | increased competition from entities engaged in mortgage lending and/or investing in our target assets; |
• | conflicts with KKR and its affiliates, including our Manager, could result in decisions that are not in the best interests of our stockholders; |
• | we are dependent on our Manager and its access to KKR’s investment professionals and resources. We may not find a suitable replacement for the Manager if the Management Agreement is terminated, or if key personnel leave the employment of KKR or otherwise become unavailable to us. |
• | our qualification as a REIT for U.S. federal income tax purposes and our exclusion from registration under the Investment Company Act; and |
• | authoritative accounting principles generally accepted in the United States of America (“GAAP”) or policy changes from such standard-setting bodies such as the Financial Accounting Standards Board (the “FASB”), the SEC, the Internal Revenue Service, the NYSE and other authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business. |
Shares of Common Stock beneficially owned prior to the offering | Maximum number of shares of Common Stock to be sold hereunder | Shares of Common Stock beneficially owned after sale of the maximum | |||||||||||||
Name of Selling Stockholder | Number | Percent | Number | Number | Percent | ||||||||||
KKR Affiliates(1) | 10,000,001 | 14.6% | 10,000,001 | — | —% | ||||||||||
Nan Shan Life Insurance Co., Ltd.(2) | 3,079,453 | 4.5% | 3,079,453 | — | —% | ||||||||||
(1) | The general partner of KKR REFT Holdings L.P. is KKR REFT Holdings GP LLC, which is wholly owned by KKR REFT Asset Holdings. KKR REFT Asset Holdings is owned by KKR Group Partnership L.P. (“KKR Stockholder”) and KKR Financial Holdings LLC, whose common shares are wholly owned by KKR Stockholder. KKR Group Holdings Corp. is the general partner of KKR Stockholder. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. In such capacities, each of the aforementioned entities and individuals may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the shares held by KKR REFT Holdings and KKR REFT Asset Holdings. The address of each of these persons and entities, except Messrs. Kravis and Roberts, is 30 Hudson Yards, Suite 7500, New York, New York 10001. The address for Mr. Kravis is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, Suite 7500, New York, New York 10001. The address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025. |
(2) | Nan Shan Life Insurance Co., Ltd. has sole voting and dispositive power over 3,079,453 shares of our common stock as of December 31, 2024, as reported in their Form 13F (filed February 14, 2025). The address of Nan Shan Life Insurance Co., Ltd. is No. 168, Zhuang Jing Road, Xinyi District, Taipei City 11049, Taiwan (Republic of China). |
• | 300,000,000 shares of common stock, par value $0.01 per share; and |
• | 50,000,000 shares of preferred stock, par value $0.01 per share. |
• | 68,713,596 shares of common stock; and |
• | 13,110,000 shares of preferred stock that have been classified and designated as 6.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock”). |
• | classify and reclassify any unissued shares of our common stock and preferred stock into other classes or series of stock; and |
• | amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that may be issued. |
• | one share of special non-voting preferred stock; and |
• | 13,160,000 shares of Series A Preferred Stock. |
• | no shares of special non-voting preferred stock; and |
• | 13,110,000 shares of Series A Preferred Stock. |
• | the designation and par value of the class or series of preferred stock; |
• | the number of shares of the class or series of preferred stock offered, the liquidation preference per share and the offering price of the class or series of preferred stock; |
• | the distribution rate(s), period(s) and payment date(s) or method(s) of calculation applicable to the class or series of preferred stock; |
• | the relative ranking and preferences of the class or series of preferred stock as to distribution rights and rights upon liquidation, dissolution or winding up of the affairs of our company; |
• | whether distributions will be cumulative or non-cumulative and, if cumulative, the date(s) from which distributions on the class or series of preferred stock will cumulate; |
• | the procedures for any auction and remarketing for the class or series of preferred stock, if applicable; |
• | the provision for a sinking fund, if any, for the class or series of preferred stock; |
• | the provision for, and any restriction on, redemption, if applicable, of the class or series of preferred stock; |
• | the provision for, and any restriction on, repurchase, if applicable, of the class or series of preferred stock; |
• | the terms and provisions, if any, upon which the class or series of preferred stock will be convertible into common stock or other securities, including the conversion price (or manner or calculation) and conversion period; |
• | the voting rights, if any, of the class or series of preferred stock; |
• | the terms under which the rights of the class or series of preferred stock may be modified, if applicable; |
• | any limitation on issuance of any other class or series of preferred stock, including any class or series of preferred stock ranking senior to or on parity with the class or series of preferred stock as to distribution rights or rights upon the liquidation, dissolution or winding up of the affairs of our company; |
• | any listing of the class or series of preferred stock on any securities exchange; |
• | if appropriate, a discussion of any additional material federal income tax considerations applicable to the class or series of preferred stock; |
• | information with respect to book-entry procedures, if applicable; |
• | in addition to those restrictions described below, any other restrictions on the ownership and transfer of the class or series of preferred stock; and |
• | any additional rights, preferences, privileges or restrictions of the class or series of preferred stock. |
• | senior to our common stock and any class or series of our capital stock expressly designated as ranking junior to the Series A Preferred Stock as to dividend rights and rights upon our liquidation, dissolution or winding up (the “Junior Stock”); |
• | on parity with any class or series of our capital stock expressly designated as ranking on parity with the Series A Preferred Stock as to dividend rights and rights upon our liquidation, dissolution or winding up (the “Parity Stock”); and |
• | junior to any class or series of our capital stock expressly designated as ranking senior to the Series A Preferred Stock as to dividend rights and rights upon our liquidation, dissolution or winding up. |
• | declare or pay any dividends, or set aside any assets for the payment of dividends, and no other distribution of cash or other property may be declared and made, directly or indirectly, on our Junior Stock or our Parity Stock; or |
• | redeem, purchase or otherwise acquire our Junior Stock for any consideration (other than a redemption, purchase or acquisition of common stock made for purposes of an in compliance with any incentive, benefit or stock purchase plan of ours or a distribution paid in shares of, or options, warrants or rights to subscribe for or purchase shares of our Junior Stock) or our Parity Stock. |
• | beneficially owning shares of our capital stock that would result in our being “closely held” under Section 856(h) of the Internal Revenue Code of 1986, as amended (the “Code”); |
• | transferring shares of our capital stock if such transfer would result in our capital stock being beneficially owned by less than 100 persons; |
• | beneficially or constructively owning shares of our capital stock if such ownership would cause us to constructively own 10% or more of the ownership interests in a tenant of our company (other than a taxable REIT subsidiary); and |
• | any other beneficial or constructive ownership of our capital stock that would otherwise cause us to fail to qualify as a REIT. |
• | any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or |
• | an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation. |
• | 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and |
• | two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or the shares held by any affiliate or associate of the interested stockholder. |
• | one-tenth or more but less than one-third; |
• | one-third or more but less than a majority; or |
• | a majority or more of all voting power. |
• | a classified board; |
• | a two-thirds vote requirement for removing a director; |
• | a requirement that the number of directors be fixed only by the board of directors; |
• | a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is duly elected and qualifies; or |
• | a majority requirement for the calling by stockholders of a special meeting of stockholders. |
• | pursuant to our notice of the meeting; |
• | by or at the direction of the board of directors; or |
• | by a stockholder who was a stockholder of record as of the record date set by our board of directors for the purposes of determining stockholders entitled to vote at the meeting, at the time of giving of notice and at the time of the annual meeting, who is entitled to vote at the meeting and who has complied with the advance notice procedures of the bylaws. |
• | pursuant to our notice of the meeting; |
• | by or at the direction of the board of directors; or |
• | provided that the board of directors has determined that directors will be elected at the meeting, by a stockholder who is a stockholder of record as of the record date set by our board of directors for the purposes of determining stockholders entitled to vote at the meeting, at the time of giving of notice and at the time of the special meeting and who is entitled to vote at the meeting and has complied with the advance notice provisions of the bylaws. |
• | the title of the series; |
• | the maximum aggregate principal amount, if any, established for debt securities of the series; |
• | the person to whom any interest on a debt security of the series will be payable, if other than the person in whose name that debt security (or one or more predecessor debt securities) is registered at the close of business on the regular record date for such interest; |
• | the date or dates on which the principal of any debt securities of the series will be payable or the method used to determine or extend those dates; |
• | the rate or rates at which any debt securities of the series will bear interest, if any, the date or dates from which any such interest will accrue, the interest payment dates on which any such interest will be payable and the regular record date for any such interest payable on any interest payment date; |
• | the place or places where the principal of and premium, if any, and interest on any debt securities of the series will be payable and the manner in which any payment may be made; |
• | the period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series may be redeemed, in whole or in part, at our option and, if other than by a board resolution, the manner in which any election by us to redeem the debt securities will be evidenced; |
• | our obligation or right, if any, to redeem or purchase any debt securities of the series pursuant to any sinking fund or at the option of the holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series will be redeemed or purchased, in whole or in part, pursuant to such obligation; |
• | if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any debt securities of the series will be issuable; |
• | if the amount of principal of or premium, if any, or interest on any debt securities of the series may be determined with reference to a financial or economic measure or index or pursuant to a formula, the manner in which such amounts will be determined; |
• | if other than U.S. dollars, the currency, currencies or currency units in which the principal of or premium, if any, or interest on any debt securities of the series will be payable and the manner of determining the equivalent thereof in U.S. dollars for any purpose; |
• | if the principal of or premium, if any, or interest on any debt securities of the series is to be payable, at our election or the election of the holder thereof, in one or more currencies or currency units other than |
• | if other than the entire principal amount thereof, the portion of the principal amount of any debt securities of the series which will be payable upon declaration of acceleration of the maturity thereof pursuant to the relevant indenture; |
• | if the principal amount payable at the stated maturity of any debt securities of the series will not be determinable as of any one or more dates prior to the stated maturity, the amount which will be deemed to be the principal amount of such debt securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which will be due and payable upon any maturity other than the stated maturity or which will be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such amount deemed to be the principal amount will be determined); |
• | if other than by a board resolution, the manner in which any election by us to defease any debt securities of the series pursuant to the relevant indenture will be evidenced; whether any debt securities of the series other than debt securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to the defeasance provisions of the relevant indenture; or, in the case of debt securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the debt securities of the series, in whole or any specified part, will not be defeasible pursuant to the relevant indenture; |
• | if applicable, that any debt securities of the series will be issuable in whole or in part in the form of one or more global securities and, in such case, the respective depositaries for such global securities and the form of any legend or legends which will be borne by any such global securities, and any circumstances in which any such global security may be exchanged in whole or in part for debt securities registered, and any transfer of such global security in whole or in part may be registered, in the name or names of persons other than the depositary for such global security or a nominee thereof and any other provisions governing exchanges or transfers of such global security; |
• | any addition to, deletion from or change in the events of default applicable to any debt securities of the series and any change in the right of the trustee or the requisite holders of such debt securities to declare the principal amount thereof due and payable; |
• | any addition to, deletion from or change in the covenants applicable to debt securities of the series; |
• | if the debt securities of the series are to be convertible into or exchangeable for cash and/or any securities or other property of any person (including us), the terms and conditions upon which such debt securities will be so convertible or exchangeable; |
• | whether the debt securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such debt securities will be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of us; |
• | if a trustee other than the trustee named in the relevant indenture is to act as trustee for the securities of a series, the name and corporate trust office of such trustee; and |
• | any other terms of the debt securities of the series (which terms will not be inconsistent with the provisions of the relevant indenture, except as permitted thereunder). |
• | For fixed rate debt securities, if the maturity date, the redemption date or an interest payment date is not a business day, we will pay principal, premium, if any, the redemption price, if any, and interest on the next succeeding business day, and no interest will accrue from and after the relevant maturity date, redemption date or interest payment date to the date of that payment. Interest on the fixed rate debt securities will be computed on the basis of a 360-day year of twelve 30-day months. |
• | For floating rate debt securities, if any interest payment date for the debt securities of a series bearing interest at a floating rate (other than the maturity date or the redemption date, if any) would otherwise be a day that is not a business day, then the interest payment date will be postponed to the following date which is a business day, unless that business day falls in the next succeeding calendar month, in which case the interest payment date will be the immediately preceding business day; if the maturity date or the redemption date, if any, is not a business day, we will pay principal, premium, if any, the redemption price, if any, and interest on the next succeeding business day, and no interest will accrue from and after the maturity date or the redemption date, if any, to the date of that payment. Interest on the floating rate debt securities will be computed on the basis of the actual number of days elapsed during the relevant interest period and a 360-day year. |
• | limit the amount of indebtedness or lease obligations that may be incurred by us and our subsidiaries; |
• | limit our ability or that of our subsidiaries to issue, assume or guarantee debt secured by liens; or |
• | restrict us from paying dividends or making distributions on our capital stock or purchasing or redeeming our capital stock. |
• | we are the surviving person, or the person formed by or surviving such Substantially All Merger or to which such Substantially All Sale has been made (the “Successor Person”) is organized under the laws of the Permitted Jurisdictions and has assumed by supplemental indenture all of our obligations under the indentures; |
• | immediately after giving effect to such transaction, no default or event of default under the indentures has occurred and is continuing; and |
• | we deliver to the trustee an officers’ certificate or an opinion of counsel, each stating that such transaction and any supplemental indenture relating thereto comply with the indentures and that all conditions precedent provided for in the indentures relating to such transaction have been complied with. |
• | a “person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity including government or political subdivision or an agency or instrumentality thereof; |
• | a “Substantially All Merger” means our merger or consolidation with or into another person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of our combined assets taken as a whole to any other person; |
• | a “Substantially All Sale” means a sale, assignment, transfer, lease or conveyance to any other person, in one or a series of related transactions, directly or indirectly, of all or substantially all of our combined assets taken as a whole to any other person; and |
• | “Permitted Jurisdictions” means the laws of the United States of America or any state thereof. |
(1) | default in the payment of any installment of interest on any debt securities of that series, and such default continues for a period of 30 days after the payment becomes due and payable; |
(2) | default in the payment of principal of or premium, if any, on any debt securities of that series when it becomes due and payable, regardless of whether the payment became due and payable at its stated maturity, upon redemption, upon declaration of acceleration or otherwise; |
(3) | default in the deposit of any sinking fund payment, when and as due by the terms of any debt securities of that series; |
(4) | default in the performance, or breach, of any covenant or agreement of ours in the indenture with respect to the debt securities of that series (other than as referred to in clause (1), (2) or (3) above), which continues for a period of 90 days after written notice to us by the trustee or to us and the trustee by the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series; |
(5) | we pursuant to or within the meaning of the Bankruptcy Law (as defined below): |
• | commence a voluntary case or proceeding; |
• | consent to the entry of an order for relief against us in an involuntary case or proceeding; |
• | consent to the appointment of a Custodian of us or for all or substantially all of our property; |
• | make a general assignment for the benefit of our creditors; |
• | file a petition in bankruptcy or answer or consent seeking reorganization or relief; |
• | consent to the filing of such petition or the appointment of or taking possession by a Custodian; or |
• | take any comparable action under any foreign laws relating to insolvency; |
(6) | a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: |
• | is for relief against us in an involuntary case, or adjudicates us insolvent or bankrupt; |
• | appoints a Custodian of us or for all or substantially all of our property; or |
• | orders the winding-up or liquidation of us (or any similar relief is granted under any foreign laws); and the order or decree remains unstayed and in effect for 90 days; or |
(7) | any other event of default provided with respect to debt securities of that series occurs. |
(1) | an event of default has occurred and is continuing and such holder has given the trustee prior written notice of such continuing event of default, specifying an event of default with respect to the debt securities of that series; |
(2) | the holders of not less than 25% of the aggregate principal amount of the outstanding debt securities of that series have requested the trustee to institute proceedings in respect of such event of default; |
(3) | the trustee has been offered indemnity reasonably satisfactory to it against its costs, expenses and liabilities in complying with such request; |
(4) | the trustee has failed to institute proceedings 60 days after the receipt of such notice, request and offer of indemnity; and |
(5) | no direction inconsistent with such written request has been given for 60 days by the holders of a majority in aggregate principal amount of the outstanding debt securities of that series. |
• | change the stated maturity of the principal of, or installment of interest on, any debt security; |
• | reduce the principal amount of any debt security or reduce the amount of the principal of any debt security which would be due and payable upon a declaration of acceleration of the maturity thereof or reduce the rate of or extend the time of payment of interest on any debt security; |
• | reduce any premium payable on the redemption of any debt security or change the date on which any debt security may or must be redeemed; |
• | change the coin or currency in which the principal of, premium, if any, or interest on any debt security is payable; |
• | impair the right of any holder to institute suit for the enforcement of any payment on or after the stated maturity of any debt security (or, in the case of redemption or repayment, on or after the redemption date or repayment date, as applicable); |
• | reduce the percentage in principal amount of the outstanding debt securities, the consent of whose holders is required in order to take certain actions; |
• | modify any provisions in the indentures regarding (i) the modifications and amendments requiring the consent of the holders of each affected debt security and (ii) the waiver of past defaults by the holders of debt securities and (iii) the waiver of certain covenants by the holders of debt securities, except to increase any percentage vote required or to provide that certain other provisions of the indentures cannot be modified or waived without the consent of the holder of each debt security affected thereby; |
• | make any change that adversely affects the right to convert or exchange any debt security or decreases the conversion or exchange rate or increases the conversion price of any convertible or exchangeable debt security, unless such decrease or increase is permitted by the terms of the debt securities; |
• | subordinate the debt security of any series to any of our other obligation; |
• | in the case of the subordinated indenture, modify the subordination provisions in a manner adverse to the holders of the subordinated debt securities; or |
• | modify any of the above provisions. |
• | to add to our covenants for the benefit of holders of the debt securities of all or any series or to surrender any right or power conferred upon us; |
• | to evidence the succession of another person to, and the assumption by the Successor Person of our covenants, agreements and obligations under, the indentures pursuant to the covenant described under “—Covenants—Consolidation, Merger and Sale of Assets”; |
• | to add any additional events of default for the benefit of holders of the debt securities of all or any series; |
• | to secure the debt securities; |
• | to add or appoint a successor or separate trustee or other agent; |
• | to provide for the issuance of additional debt securities of any series; |
• | to establish the form or terms of debt securities of any series as permitted by the indentures; |
• | to comply with the rules of any applicable securities depository; |
• | to provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
• | to add to, change or eliminate any of the provisions of the indentures in respect of one or more series of debt securities; provided that any such addition, change or elimination (a) shall neither (1) apply to any debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (2) modify the rights of the holder of any such debt security with respect to such provision or (b) shall become effective only when there is no debt security described in clause (1) outstanding; |
• | to cure any ambiguity, to correct or supplement any provision of the indentures; |
• | to change any other provision contained in the debt securities of any series or under the indentures; provided that the change does not adversely affect the interests of the holders of debt securities of any series in any material respect; or |
• | to conform any provision of the indentures or the debt securities of any series to the description of such debt securities contained in the Company’s prospectus, prospectus supplement, offering memorandum or similar document with respect to the offering of the debt securities of such series. |
(1) | DTC notifies us that it is unwilling or unable or no longer permitted under applicable law to continue as depository for such global security and a successor depository is not appointed within 90 days; |
(2) | an event of default with respect to such global security has occurred and be continuing; |
(3) | we deliver to the trustee an order to such effect; or |
(4) | there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose in the indentures. |
• | the title of the warrants; |
• | the price or prices at which the warrants will be issued; |
• | the designation, amount and terms of the securities for which the warrants are exercisable; |
• | the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security; |
• | the aggregate number of warrants; |
• | any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; |
• | the price or prices at which the securities purchasable upon exercise of the warrants may be purchased; |
• | the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable, if applicable; |
• | if applicable, a discussion of material U.S. federal income tax considerations; |
• | the date on which the right to exercise the warrants will commence, and the date on which the right will expire; |
• | the maximum or minimum number of warrants that may be exercised at any time; |
• | information with respect to book-entry procedures, if any; and |
• | any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
• | the price, if any, for the subscription rights; |
• | the exercise price payable for our equity or debt securities upon the exercise of the subscription rights; |
• | the number of subscription rights issued to each stockholder; |
• | the amount of our equity or debt securities that may be purchased per each subscription right; |
• | the extent to which the subscription rights are transferable; |
• | any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights; |
• | the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire; |
• | the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and |
• | if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights. |
• | We will pay U.S. federal income tax on our net taxable income, including net capital gain, that we do not distribute to stockholders during, or within a specified time after, the calendar year in which the income is earned. |
• | If we have net income from “prohibited transactions,” which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax. |
• | If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or from certain leasehold terminations as “foreclosure property,” we may thereby avoid (a) the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction) and (b) the inclusion of any income from such property not qualifying for purposes of the REIT gross income tests discussed below, but the income from the sale or operation of the property may be subject to U.S. corporate income tax at the highest applicable rate. |
• | If due to reasonable cause and not willful neglect we fail to satisfy either the 75% gross income test or the 95% gross income test discussed below, but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a 100% tax on the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, multiplied in either case by a fraction intended to reflect our profitability. |
• | If we fail to satisfy the asset tests (other than a de minimis failure of the 5% asset test of the 10% vote or value test, as described below under “—Asset Tests”) as long as the failure was due to reasonable cause and not to willful neglect, we dispose of the assets or otherwise comply with such asset tests within six months after the last day of the quarter in which we identify such failure and we file a schedule with the IRS describing the assets that caused such failure, we will pay a tax equal to the greater of $50,000 or the highest federal income tax rate then applicable to U.S. corporations on the net income from the nonqualifying assets during the period in which we failed to satisfy such asset tests. |
• | If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, and the failure was due to reasonable cause and not to willful neglect, we will be required to pay a penalty of $50,000 for each such failure as described below under “—Failure to Qualify”. |
• | We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet recordkeeping requirements intended to monitor our compliance with rules relating to the composition of a REIT’s stockholders, as described below in “—Requirements for Qualification as a REIT.” |
• | If we fail to distribute during each calendar year at least the sum of: |
• | 85% of our ordinary income for such calendar year; |
• | 95% of our capital gain net income for such calendar year; and |
• | any undistributed taxable income from prior taxable years, |
• | We may elect to retain and pay income tax on our net long-term capital gain. In that case, a U.S. holder would include its proportionate share of our undistributed long-term capital gain (to the extent we make a timely designation of such gain to the holder) in its income, and would receive a credit or a refund for its proportionate share of the tax we paid. |
• | We will be subject to a 100% excise tax on amounts received by us from a taxable REIT subsidiary (or on certain expenses deducted by a taxable REIT subsidiary or income earned by a taxable REIT subsidiary) if certain arrangements between us and a taxable REIT subsidiary of ours, as further described below, are not comparable to similar arrangements among unrelated parties. |
• | With respect to an interest in a taxable mortgage pool or a residual interest in a real estate mortgage investment conduit, or “REMIC,” the ownership of which is attributed to us or to a REIT in which we own an interest, although the law on the matter is unclear as to the ownership of an interest in a taxable mortgage pool, we may be taxable at the highest corporate rate on the amount of any excess inclusion income for the taxable year allocable to the percentage of our stock that is held in record name by “disqualified organizations.” To the extent that we own a REMIC residual interest or a taxable mortgage pool through a taxable REIT subsidiary, we will not be subject to this tax. For a discussion of “excess inclusion income,” see “—Taxable Mortgage Pools and REMICs.” A “disqualified organization” includes: |
• | the United States; |
• | any state or political subdivision of the United States; |
• | any foreign government; |
• | any international organization; |
• | any agency or instrumentality of any of the foregoing; |
• | any other tax-exempt organization, other than a farmer’s cooperative described in Section 521 of the Code, that is exempt both from income taxation and from taxation under the unrelated business taxable income provisions of the Code; and |
• | any rural electrical or telephone cooperative. |
• | If we acquire any assets from a non-REIT C corporation in a carry-over basis transaction, we could be liable for specified tax liabilities inherited from that non-REIT C corporation with respect to that corporation’s “built-in gain” in its assets. Built-in gain is the amount by which an asset’s fair market value exceeds its adjusted tax basis at the time we acquire the asset. Applicable U.S. Treasury regulations, however, allow us to avoid the recognition of gain and the imposition of corporate level tax with respect to a built-in gain asset acquired in a carry-over basis transaction from a non-REIT C corporation unless and until we dispose of that built-in gain asset during the five-year period following its acquisition, at which time we would recognize, and would be subject to tax at the highest regular corporate rate on, the built-in gain. |
(1) | that is managed by one or more trustees or directors; |
(2) | the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest; |
(3) | that would be taxable as a domestic corporation, but for Sections 856 through 859 of the Code; |
(4) | that is neither a financial institution nor an insurance company subject to certain provisions of the Code; |
(5) | the beneficial ownership of which is held by 100 or more persons; |
(6) | of which not more than 50% in value of the outstanding shares are owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) after applying certain attribution rules; |
(7) | that makes an election to be a REIT for the current taxable year or has made such an election for a previous taxable year, which has not been terminated or revoked; |
(8) | that meets other tests, described below, regarding the nature of its income and assets and the distribution of its income; |
(9) | that uses the calendar year as its taxable year; and |
(10) | that has no earnings and profits from any non-REIT taxable year at the close of any taxable year. |
• | substantially all of its assets consist of debt obligations or interests in debt obligations; |
• | more than 50% of those debt obligations are real estate mortgages or interests in real estate mortgages as of specified testing dates; |
• | the entity has issued debt obligations (liabilities) that have two or more maturities; and |
• | the payments required to be made by the entity on its debt obligations “bear a relationship” to the payments to be received by the entity on the debt obligations that it holds as assets. |
• | rents from real property; |
• | interest on debt secured by mortgages on real property or on interests in real property and interest on debt secured by a mortgage on real property and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all such property, and interest on qualified mezzanine loans; |
• | dividends or other distributions on, and gain from the sale of, stock in other REITs; |
• | gain from the sale of real estate assets; |
• | abatements and refunds of taxes on real property; |
• | income and gain derived from foreclosure property (as described below); |
• | amounts (other than amounts the determination of which depends in whole or in part on the income or profits of any person) received or accrued as consideration for entering into agreements (i) to make loans secured by mortgages on real property or on interests in real property or (ii) to purchase or lease real property (including interests in real property and interests in mortgages on real property); |
• | income derived from a REMIC in proportion to the real estate assets held by the REMIC, unless at least 95% of the REMIC’s assets are real estate assets, in which case all of the income derived from the REMIC; and |
• | interest or dividend income from investments in stock or debt instruments attributable to the temporary investment of new capital during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt obligations with at least a five-year term. |
• | gain from the sale of property that we hold primarily for sale to customers in the ordinary course of business; |
• | income and gain from certain qualified hedging transactions, as defined below in “—Hedging Transactions”; |
• | certain foreign currency gains; and |
• | gross income attributable to cancellation of indebtedness income. |
• | that is acquired by a REIT as the result of the REIT having bid in such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or default was imminent on a lease of such property or on indebtedness that such property secured; |
• | for which the related loan or lease was acquired by the REIT at a time when the default was not imminent or anticipated; and |
• | for which the REIT makes a proper election to treat the property as foreclosure property. |
• | on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test (disregarding income from foreclosure property), or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test (disregarding income from foreclosure property); |
• | on which any construction takes place on the property, other than completion of a building or any other improvement, if more than 10% of the construction was completed before default became imminent; or |
• | which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business that is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income or a taxable REIT subsidiary. |
• | At least 75% of the value of our total assets (or, the 75% asset class) must be represented by the following: |
• | interests in real property, including leaseholds and options to acquire real property and leaseholds, and personal property to the extent such personal property is leased in connection with real property and rents attributable to such personal property are treated as “rents from real property” as a result of such rents not exceeding 15% of the total rent attributable to personal property and real property under such lease; |
• | interests in mortgages on real property or on interests in real property; |
• | stock in other REITs and debt instruments issued by “publicly offered REITs”; |
• | cash and cash items; |
• | government securities; |
• | investments in stock or debt instruments attributable to the temporary investment of new capital during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt obligations with at least a five-year term; and |
• | regular or residual interests in a REMIC. However, if less than 95% of the assets of a REMIC consist of assets that are qualifying real estate-related assets under the federal income tax laws, determined as if we held such assets directly, we will be treated as holding directly our proportionate share of the assets of such REMIC. |
• | Not more than 25% of our total assets may be represented by securities, other than those in the 75% asset class. |
• | Except for securities in taxable REIT subsidiaries and the securities in the 75% asset class, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets, or the “5% asset test.” |
• | Except for securities in taxable REIT subsidiaries and the securities in the 75% asset class, we may not own more than 10% of any one issuer’s outstanding voting securities or the “10% vote test.” |
• | Except for securities of taxable REIT subsidiaries and the securities in the 75% asset class, we may not own more than 10% of the total value of the outstanding securities of any one issuer, other than securities that qualify for the “straight debt” exception discussed below or the “10% value test.” |
• | Not more than 20% of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries. |
• | Not more than 25% of the value of our total assets may be represented by debt instruments of “publicly offered REITs” that are not secured by real property or interests in real property. |
• | a contingency relating to the time of payment of interest or principal, as long as either (i) there is no change to the effective yield of the debt obligation, other than a change to the annual yield that does not exceed the greater of 0.25% or 5% of the annual yield, or (ii) neither the aggregate issue price nor the aggregate face amount of the issuer’s debt obligations held by us exceeds $1 million and no more than twelve months of unaccrued interest on the debt obligations can be required to be prepaid; and |
• | a contingency relating to the time or amount of payment upon a default or prepayment of a debt obligation, as long as the contingency is consistent with customary commercial practice; |
• | any loan to an individual or an estate; |
• | any “Section 467 rental agreement,” other than an agreement with a related party tenant; |
• | any obligation to pay “rents from real property”; |
• | certain securities issued by governmental entities that are not dependent in whole or in part on the profits of (or payments made by) a non-governmental entity; |
• | any security (including debt securities) issued by another REIT; |
• | any debt instrument of an entity treated as a partnership for federal income tax purposes in which we are a partner to the extent of our proportionate interest in the equity and certain debt securities issued by that partnership; or |
• | any debt instrument of an entity treated as a partnership for federal income tax purposes not described in the preceding bullet points if at least 75% of the partnership’s gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test described above in “—Income Tests.” |
• | the sum of (i) 90% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gain and (ii) 90% of our after-tax net income, if any, from foreclosure property; minus |
• | the excess of the sum of specified items of non-cash income (including original issue discount on our senior loans and mezzanine loans) over 5% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gain. |
• | a citizen or resident of the United States; |
• | a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any of its States or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if it (a) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
• | a 20% gain distribution, which would be taxable to non-corporate U.S. holders of our stock at a rate of up to 20%; or |
• | an unrecaptured Section 1250 gain distribution, which would be taxable to non-corporate U.S. holders of our stock at a maximum rate of 25%. |
• | the amount of cash and the fair market value of any property received on such disposition; and |
• | the U.S. holder’s adjusted basis in such REIT share for tax purposes. |
• | a lower treaty rate applies and the non-U.S. holder files an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form), with us evidencing eligibility for that reduced rate is filed with us; or |
• | the non-U.S. holder files an IRS Form W-8ECI (or any applicable successor form) with us claiming that the distribution is income effectively connected with the non-U.S. holder’s trade or business. |
• | the investment in our capital stock is effectively connected with the non-U.S. holder’s trade or business, in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to any gain, except that a holder that is a foreign corporation also may be subject to the 30% branch profits tax, as discussed above; or |
• | the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s capital gains. |
• | the investment in our capital stock is effectively connected with the non-U.S. holder’s U.S. trade or business, in which case the non-U.S. holder will be subject to the same treatment as domestic holders with respect to any gain; |
• | the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a tax home in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s net capital gains for the taxable year; or |
• | the non-U.S. holder is not a “qualified shareholder” or a “qualified foreign pension fund” and our capital stock constitutes a United States real property interest within the meaning of FIRPTA, as described below. |
• | the applicable class of our stock were “regularly traded” on an established securities market within the meaning of applicable Treasury regulations; and |
• | the non-U.S. holder did not actually, or constructively under specified attribution rules under the Code, own more than 10% of the applicable class of our stock at any time during the shorter of the five-year period preceding the disposition or the holder’s holding period. |
• | it would not have qualified as a REIT but for Section 856(h)(3) of the Code, which provides that stock owned by pension trusts will be treated, for purposes of determining whether the REIT is closely held, as owned by the beneficiaries of the trust rather than by the trust itself; and |
• | either (i) at least one pension trust holds more than 25% of the value of the interests in the REIT, or (ii) a group of pension trusts each individually holding more than 10% of the value of the REIT’s stock, collectively owns more than 50% of the value of the REIT’s stock. |
• | is treated as a partnership under the U.S. Treasury regulations relating to entity classification (the “check-the-box regulations”); and |
• | is not a “publicly-traded partnership.” |
• | to or through underwriters or dealers; |
• | through agents; |
• | in “at the market offerings” to or through a market maker or into an existing trading market, or a securities exchange or otherwise; |
• | on the NYSE; |
• | in the over-the-counter market; |
• | directly to purchasers; or |
• | through a combination of any of these methods of sale or by any other legally available means. |
• | a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction; |
• | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | ordinary brokerage transactions and transactions in which a broker solicits purchasers; or |
• | privately negotiated transactions. |
• | enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate will engage in short sales of, or maintain short positions in, the capital stock pursuant to this prospectus, in which case such broker-dealer or affiliate may use shares of capital stock received from us to close out or hedge its short positions; |
• | sell securities short and redeliver such shares to close out or hedge our short positions; |
• | enter into option or other types of transactions that require us to deliver capital stock to a broker-dealer or an affiliate thereof, who will then resell or transfer the capital stock under this prospectus; or |
• | loan or pledge the capital stock to a broker-dealer or an affiliate thereof, who may sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares pursuant to this prospectus. |
• | the terms of the offering; |
• | the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them, if any; |
• | the public offering price or purchase price of the securities and the net proceeds to be received by us from the sale; |
• | any delayed delivery arrangements; |
• | the terms of any subscription rights; |
• | any initial public offering price; |
• | any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation; |
• | any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any securities exchange on which the securities may be listed. |
• | at a fixed price or prices, which may be changed; |
• | at market prices prevailing at the time of sale, including in “at the market offerings”; |
• | at prices related to the prevailing market prices; or |
• | at negotiated prices. |
• | whether common stock, preferred stock, depositary shares or warrants for those securities will be offered under the stockholder subscription rights; |
• | the number of those securities or warrants that will be offered under the stockholder subscription rights; |
• | the period during which and the price at which the stockholder subscription rights will be exercisable; |
• | the number of stockholder subscription rights then outstanding; |
• | any provisions for changes to or adjustments in the exercise price of the stockholder subscription rights; and |
• | any other material terms of the stockholder subscription rights. |
• | our 2024 Form 10-K, filed on February 3, 2025 (File No. 001-38082); |
• | our Definitive Proxy Statement on Schedule 14A, filed on March 14, 2025 (but only with respect to information required by Part III of our Annual Report on Form 10-K for the year ended December 31, 2024) (File No. 001-38082); |
• | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on April 23, 2025 (File No. 001-38082); |
• | our Current Report on Form 8-K, filed on March 5, 2025 (File No. 001-38082); and |
• | the description of our securities contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2021. |
Item 14. | Other Expenses of Issuance and Distribution. |
SEC registration fee | $114,825 | ||
FINRA filing fee | * | ||
NYSE supplemental listing fee | * | ||
Blue Sky fees and expenses | * | ||
Printing fees and expenses | * | ||
Legal fees and expenses | * | ||
Accounting fees and expenses | * | ||
Rating Agency fees | * | ||
Trustees’ fees and expenses | * | ||
Transfer agent and registrar fees and expenses | * | ||
Miscellaneous | * | ||
Total | * | ||
* | Estimated expenses are not presently known. The applicable prospectus supplement or one or more Current Reports on Form 8-K, which will be incorporated by reference, will set forth the estimated amount of such expenses payable in respect of any offering of the securities. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
Item 17. | Undertakings. |
(1) | The undersigned Registrant hereby undertakes: |
(A) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(B) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(C) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(D) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(E) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(2) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
Exhibit Number | Exhibit Description | ||
1.1* | Form of Underwriting Agreement among KKR Real Estate Finance Trust Inc. and the underwriters named therein | ||
Articles of Restatement of KKR Real Estate Finance Trust Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (001-38082) filed on May 10, 2017) | |||
Amended and Restated Bylaws of KKR Real Estate Finance Trust Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-11/A (333-217126) filed on April 13, 2017) | |||
4.1* | Form of Preferred Stock Certificate | ||
4.2* | Form of Preferred Stock Articles Supplementary | ||
4.3* | Form of Depositary Share Agreement | ||
Form of Senior Indenture between KKR Real Estate Finance Trust Inc. and the trustee | |||
Form of Subordinated Indenture between KKR Real Estate Finance Trust Inc. and the trustee | |||
4.6* | Form of Senior Debt Securities | ||
4.7* | Form of Subordinated Debt Securities | ||
4.8* | Form of Warrant Agreement and Warrant Certificate | ||
4.9* | Form of Subscription Rights Agreement and Subscription Rights Certificate | ||
4.10* | Form of Purchase Contract Agreement and Purchase Certificate | ||
4.11* | Form of Unit Agreement and Unit Certificate | ||
Opinion of Venable LLP regarding the validity of certain securities being registered | |||
Opinion of Simpson Thacher & Bartlett LLP regarding the validity of certain securities being registered | |||
Opinion of Hunton Andrews Kurth LLP regarding certain tax matters | |||
Consent of Venable LLP (included in Exhibit 5.1) | |||
Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.2) | |||
Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1) | |||
23.4** | Consent of Deloitte & Touche LLP | ||
Power of Attorney (included on signature pages to this registration statement) | |||
Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1 to act as trustee for the form of Senior Indenture | |||
Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1 to act as trustee for the form of Subordinated Indenture | |||
Filing Fee Table | |||
* | To be filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein. |
** | Filed herewith |
KKR REAL ESTATE FINANCE TRUST INC. | ||||||
By: | /s/ Matthew A. Salem | |||||
Name: Matthew A. Salem | ||||||
Title: Chief Executive Officer and Director | ||||||
Signature | Title | Date | ||||
/s/ Matthew A. Salem | Chief Executive Officer and Director (Principal Executive Officer) | April 30, 2025 | ||||
Matthew A. Salem | ||||||
/s/ Kendra L. Decious | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | April 30, 2025 | ||||
Kendra L. Decious | ||||||
/s/ Ralph F. Rosenberg | Chairman of the Board of Directors | April 30, 2025 | ||||
Ralph F. Rosenberg | ||||||
/s/ Christen E.J. Lee | Vice Chairman of the Board of Directors | April 30, 2025 | ||||
Christen E.J. Lee | ||||||
/s/ Terrance R. Ahern | Director | April 30, 2025 | ||||
Terrance R. Ahern | ||||||
/s/ Irene M. Esteves | Director | April 30, 2025 | ||||
Irene M. Esteves | ||||||
/s/ Jonathan A. Langer | Director | April 30, 2025 | ||||
Jonathan A. Langer | ||||||
/s/ Paula Madoff | Director | April 30, 2025 | ||||
Paula Madoff | ||||||
/s/ Deborah H. McAneny | Director | April 30, 2025 | ||||
Deborah H. McAneny | ||||||