SecProbe.io

Mail Stop 3233
February 8, 2017

Via E -Mail
Christen E.J. Lee
KKR Real Estate Finance Manager LLC
9 West 57th Street
New York, New York 10019

Re: KKR Real Estate Finance Trust Inc.
Draft Registration Statement on Form S-11
Submitted  January 1 2, 2017
  CIK No. 0001631596

Dear Mr. Lee :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you,  or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. To the extent not already included, please provide us with copies of  any graphics, maps,
photographs, and related captions or other artwork including logos that you intend to use
in the prospectus. Such graphics and pictorial representations should not be included in
any preliminary prospectus distributed to prospective in vestors prior to our review.

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
February 8, 2017
Page 2

 3. We note that you  are a real estate finance company that focuses primarily on originating
and acquiring senior mortgage loans secured by commercial real estate assets  and that
your target assets  also include mezzanine loans, p referred equity and other debt -oriented
instruments with these characteristics. We further note that you intend to operate your
business in a manner that will permit you to maintain an exemption from registration
under the Investment Company Act of 1940. P lease provide us with a detailed analysis of
the exemption that you and your subsidiaries intend to rely on and how your investment
strategy will support that exemption. Please note that we will refer your response to the
Division of Investment Management for further review.

4. We note that you have elected to be taxed as a REIT and that you have not yet identified
any specific assets to acquire with the net proceeds of this offering.  As a result, your
offering appears to constitute a “blind -pool” offering.  Please provide us with your
analysis of the applicability of Industry Guide 5 to your offering.  See Securities Act
Release 33 -6900.

5. We note the description of your share repurchase program. Please be advised that you are
responsible for analyzing the ap plicability of Regulation M to your share repurchase
program. To the extent you have questions you may contact the Division of Trading and
Markets at 202 -551-5777.

6. Please be advised that you are responsible for analyzing the applicability of the tender
offer rules to your share repurchase program. To  the extent you have questions you may
contact the Division’s Office of Mergers and Acquisitions at 202 -551-3440.

7. We note your disclosure on page 183 that “ We believe that we have operated in a manner
qualifying us as a REIT since our election and intend to continue to so operate. ”  We also
note your disclosure on page 186 that the Internal Revenue Code of 1986, as amended,
defines a REIT as a corporation of which not more than 50% in value of the outst anding
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 .  Finally, we note
your disclosure on page 167 that KKR REFT Holdings L.P. beneficia lly own shares
representing more than 50% of your outstanding common stock as of December 31,
2016.  Given your ownership structure, please provide us with an analysis as to how you
believe that you  have operated in a manner as to qualify  as a REIT since your election to
be taxed as a REIT under the U.S. federal income tax laws beginning with your taxable
year ended December 31, 2014  and how you intend to continue to so operate.

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
February 8, 2017
Page 3

 Prospectus Summary, page 1

8. Please include disclosure regarding t he compensation and other forms of compensation
and benefits to be received, directly or indirectly, by affiliated persons, including in the
case of underwriters a comparison of the aggregate compensation to be received by them
with the aggregate net proceeds  from the sale of the securities being registered.   Please
see Item 3(b)(4) of Form S -11.

Our Competitive Strengths

Diversified, Performing Portfolio Demonstrates Execution of Investment Strategy, page 8

9. We note your disclosure under this heading and  on page s 92 and  126.  Please expand
your disclosure to discuss how your target portfolio will differ from your current
portfolio.

Our Management Agreement

Incentive Compensation, page 18

10. Given the complexity of the incentive compensation  calculation, please consider
including a hypothetical example i n your prospectus .

Conflicts of Interest and Related Parties , page 19

11. We n ote your disclosure on page 20 that your Manager will allocate investment
opportunities among you and one or more KKR funds in accordance with your
Manager’s investment allocation policy and procedures.  Please expand upon your
disclosure to prov ide a summ ary of such allocation policy and procedures.  Please also
expand your disclosure to state the number and size of KKR funds that have investment
guidelines that overlap with your investment guidelines.

Risk Factors

Risks Related to Our Relationship wit h Our Manager and Its Affiliates , page 55

12. We note that the underwriter, KKR Capital Markets LLC, is an affiliate of KKR,
including KKR Fund Holdings . Ple ase revise your risk factor disclosure to discu ss the
conflict in the performance of the underwriter ’s due diligence inquiries under the
Securities Act .

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
February 8, 2017
Page 4

 Our Manager maintains a contractual as opposed to a fiduciary relationship…., page 55

13. We note that KKR Real Estate Finance Manager LLC  is listed as a relying adviser on
Kohlberg Kravis  Roberts  & Co. L.P.’s Form ADV, dated May 13, 2016.  In light of this
relationship, please provide us with an analysis as to why KKR Real Estate Finance
Manager LLC  maintains a contractual, as opposed to a fiduciary relationship, with you.

Use of Proceeds, page 80

14. We note your disclosure that on January 10, 2017 you made a $40.0 million commitment
to an aggregator vehicle.  We further note your disclosure on page 103 that you have
future capital commitments of $156 million.  Please revise your Use of Proceeds
disclosur e to include these commitments or tell us why you are not required to do so.
Please refer to Note 2 to Item 504 of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Portfolio, page 92

15. To the exten t applicable, please expand your disclosure to provide the credit quality of
your investments or advise.

16. We note that your CMBS B -Pieces have been excluded from your presentation of
“Property Type” and “Geography.”  For your CMBS B -Pieces, please provide  disclosure
regarding the types of collateral underlying such securities and the geographic
diversification of such collateral  or advise .

Subsequent Events, page 9 3

17. We note that on January 10, 2017 you committed to invest in an entity that you describe
as an aggregator vehicle.  However, the stated investment strategy of this entity appears
inconsistent with the term “aggregator”.  Please clarify whether this entity will only
invest in securities created and issued by third parties or whether it will als o acquire
mortgages that it will then securitize.

18. We note your disclosure of the $40.0 million commitment to invest in an aggregator
vehicle.  Please expand your disclosure regarding the operations of the aggregator
vehicle.  For example, plea se disclose who has investment control and whether your
Manager will have any investment discretion over the funds in the aggregator vehicle.  In
addition, please disclose what types of investments may be allocated to you that are
outside of your primary i nvestm ent strategy, the leverage policy of the aggregator vehicle
and any fees associated with this investment.

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
February 8, 2017
Page 5

 Liquidity and Capital Resources

Consolidated Debt Obligations, page 99

19. Please include the impact of swaps or other hedges for the covered period in your
weighted average funding cost or advise us as to why the inclusion of such impact is not
necessary .

20. Please provide disclosure regarding the extent of your hedging activities and the extent of
the gap between the duration of your swaps and  your assets or liabilities or tell us why
this disclosure is not material.

Master Repurchase Agreements, page 99

21. We note y our disclosure regarding the “credit mark” feature contained in your master
repurchase facilities.  Please expand your disclosure r egarding the material provisions of
your master repurchase agreements to disclose, to the extent applicable, who calculates
the collateral value and discuss how and what triggers margin calls. Please also disclose
your period end weighted average haircut.

Cash Flows

Cash Flows from Operating Activities, page 101

22. We note the table on page 102 in which you disclose Management Fees to Affiliate,
Incentive Compensation to Affiliate and General and Administrative Expenses for the
nine months ended September  30, 2016 and 2015.  We also note that the amounts
disclosed on page 102 for these line items appear different than the amounts disclosed on
pages 95 and F -40 for the same line items and for the same periods.  Please reconcile
these apparent discrepancies or provide us with a detailed analysis as to why such
reconciliation is not necessary.

Quantitative and Qualitative Disclosures About Market Risk, page 108

23. Please expand the disclosure related to market risk inherent in your investments by
providing a quantitative analysis that complies with one of the three disclosure
alternatives described in Item 305 of Regulation S -K.

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
February 8, 2017
Page 6

 Business

Our Financing Strategy

Syndication, page 132

24. Please explain to us how syndication, as described on page 132, creat es leverage.

Management

Composition of the Board of Directors Upon Completion of this Offering, page 143

25. We note your disclosure on page 1 that all of your committed capital will be fully drawn
prior to the completion of your offering.   We also note y our disclosure on page 144
which states that “[u]pon completion of this offering, two of our existing, unaffiliated
investors will each have the right to nominate one director to our board of directors
subject to the inve stors each maintaining a certain aggregate capital commitment in our
company.”   Given your disclosure that all of your committed capital will be fully drawn
prior to the completion of your offering, please clarify whether the right of such existing
unaffiliated investors to nominate one d irector to your board will remain in existence
following the completion of your offering.   In addition, please revise to provide expanded
disclosure regarding the arrangement between you and such unaffiliated investors.  For
example purposes only, please p rovide the names of the  unaffiliated investors that  have
the right to nominate this director and disclose the capital commitments that these
investors must maintain.   Please see Item 401(a) o f Regulation S -K.

Executive and Director Compensation

Executive Compensation, page 145

26. We note that you intend to reimburse your Manager  for pe rsonnel costs, including for the
compensation paid to your Chief Financial Officer. Please specifically disclose whether
you will reimburse your Manager for the salar ies and bene fits to be paid to your other
named executive officers.  In addition, in future filings that require Item 402 or Item 404
of Regulation S -K disclosure, please disclose the amount of fees paid to the Manager,
break out the amounts paid pursuant to the management fee, incentive compensation and
the reimbursement provision, and within reimbursements specify any amounts
reimbursed for salaries or benefits of a named executive officer.

27. We note that William B. Miller has been your Chief Financial Of ficer since October
2015.  Please revise your disclosure to provide compensation information for Mr. Miller
for each of your last two completed fiscal years.  Please see Item 402(n) of Regulation S -
K.

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
February 8, 2017
Page 7

 2016 Omnibus Incentive Plan, page 146

28. With a view t oward disclosure, please revise here and elsewhere to discuss the reasons
for awarding compen sation to the directors, officers and employees of your Manager and
its affiliates under your 2016 Omnibus Incentive Plan in light of the management fee and
incent ive compensation that is already p ayable to your Manager.

Our Manager and the Management Agreement

Management Agreement

Reimbursement of Expenses, page 158

29. We note the expense reimbursement provision of your management agreement disclosed
on pages 159  and 160.  Please revise your disclosure here and in the Summary to disclose
the total amount of documented costs and expenses incurred to date on your behalf and
the estimate of the total costs you expect to reimburse.  Please also rev ise your disclosure
to clarify the  expenses for which your Manager  is not reimbursed.   Given the expense
reimbursement provision, it appears as though services that your Manager outsources will
be reimbursable expenses.  If true, please update your disclosure to detail the se rvices that
your Manager expects to outsource to third parties and the services it expects to perform
with its own employees.

Shares Eligible for Futures Sale, page 181

30. Please disclose  the approximate number of holders of each class of common equity as  of
the latest practicable date .  Please see Item 201(b)(1) of Regulation S -K.

Underwriting, page 214

31. We note your disclosure on page 216 that the underwriters may engage in stabilizing
transactions.  We further note your disclosure on page 217  that KKR Capital Markets
LLC is an affiliate of KKR, including KKR Fund Holdings, which owns the one share of
your special voting preferred stock and accordingly controls a majority of the voting
power of shares eligible to vote in the election of your director s. Please advise if KKR
Capital Markets LLC intends to conduct stabilizing transactions.  To the extent KKR
Capital Markets LLC does not intend to conduct stabilizing transactions, please revise
your disclosure accordingly.

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
February 8, 2017
Page 8

 Index to Financial Statements

Notes to Consolidated Financial Statements September 30, 2016

Note 10. Fair Value of Financial Instruments

Valuation Methodologies, page F -73

32. We note that beginning in March of 2016 your valuation methodology for CMBS
changed and that you no w obtain prices from an independent valuation firm.  Please
clarify whether your policy is to accept the prices from the independent valuation firm as
is, or if you apply any adjustments to