SEC Comment Letter for KKR Financial Corp (CIK 0001301508) — Aug 23, 2005
KKR Financial Corp (CIK 0001301508)
Date: Aug. 23, 2005 · CIK: 0001301508 · Accession: 0000000000-05-043464
AI Filing Summary & Sentiment
File numbers found in text: 333-124135
Letter
August 19, 2005 Mail Stop 4561 Barbara J.S. McKee, Esq. General Counsel and Secretary KKR Financial Corp. Four Embarcadero Center, Suite 250 San Francisco, CA 94111
Re: KKR Financial Corp. First Amended Registration Statement on Form S-11 Filed August 12, 2005 File No. 333-124135
Dear Ms. McKee:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
All page numbers refer to the marked courtesy copy that you provided to us.
Selling Stockholders, page 136
1. To the extent you have not already done so, please identify the natural person who controls the investment decision for each of your selling stockholders that is a private entity and where the person`s identity is not otherwise clear from the name of the entity.
2. Please provide an analysis supporting your position that the resale of securities by affiliates of broker-dealers is not an indirect primary offering. Your analysis should address the following points:
* how long the selling shareholders have held the securities, * the circumstances under which the selling shareholders received the securities, * the selling shareholders` relationship to the issuer, * the amount of securities involved, * whether the sellers are in the business of underwriting securities, and * whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.
As appropriate, please amend your registration statement in response to our comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendments that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Rachel Zablow at 202-551-3428 or Steven Jacobs, Accounting Branch Chief, at 202-551-3403 if you have questions regarding comments on the financial statements and related matters. Please contact Geoffrey Ossias at 202-551-3404 or the undersigned at 202-551-3495 with any other questions.
Sincerely,
Karen J. Garnett
Assistant Director
Show Raw Text
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<TEXT>
August 19, 2005
Mail Stop 4561
Barbara J.S. McKee, Esq.
General Counsel and Secretary
KKR Financial Corp.
Four Embarcadero Center, Suite 250
San Francisco, CA 94111
Re: KKR Financial Corp.
First Amended Registration Statement on Form S-11
Filed August 12, 2005
File No. 333-124135
Dear Ms. McKee:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
All page numbers refer to the marked courtesy copy that you
provided to us.
Selling Stockholders, page 136
1. To the extent you have not already done so, please identify the
natural person who controls the investment decision for each of
your
selling stockholders that is a private entity and where the
person`s
identity is not otherwise clear from the name of the entity.
2. Please provide an analysis supporting your position that the
resale of securities by affiliates of broker-dealers is not an
indirect primary offering. Your analysis should address the
following points:
* how long the selling shareholders have held the securities,
* the circumstances under which the selling shareholders received
the
securities,
* the selling shareholders` relationship to the issuer,
* the amount of securities involved,
* whether the sellers are in the business of underwriting
securities,
and
* whether under all the circumstances it appears that the seller
is
acting as a conduit for the issuer.
As appropriate, please amend your registration statement in
response to our comments. You may wish to provide us with marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Rachel Zablow at 202-551-3428 or Steven
Jacobs,
Accounting Branch Chief, at 202-551-3403 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Geoffrey Ossias at 202-551-3404 or the undersigned
at
202-551-3495 with any other questions.
Sincerely,
Karen J. Garnett
Assistant Director
cc: Joseph Kaufman (via facsimile)
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Barbara J.S. McKee, Esq.
KKR Financial Corp.
August 19, 2005
Page 1
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