SEC Comment Letter for KKR Real Estate Finance Trust Inc. (KREF, KREF-PA) (CIK 0001631596) (KREF) — Jul 23, 2018
KKR Real Estate Finance Trust Inc. (KREF, KREF-PA) (CIK 0001631596)
Date: July 23, 2018 · CIK: 0001631596 · Accession: 0000000000-18-022480
AI Filing Summary & Sentiment
File numbers found in text: 333-226167
Letter
Mail Stop 3233 July 23, 2018 Via E -Mail W. Patrick Mattson Chief Operating Officer and Secretary KKR Real Estate Finance Trust Inc. 9 West 57th Street, Suite 4200 New York, New York 10019
Re: KKR Real Estate Finance Trust Inc. Registration Statement on Form S-3 Filed July 13, 2018 File No. 333-226167
Dear Mr. Mattson :
We have limited our review of your registration statement to those issues we have addressed in our 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 amending your registration statement and providing the requested information . If you do not believe our c omments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
General
1. Please disclose whether any of your selling shareholders are broker -dealers or affiliates of broker -dealers. If a selling shareholder is a broker -dealer, please revise your disclosure to indicate that such sel ling shareholder is an underwriter, unless such selling shareholder received its securities as compensation for investment banking services. In addition, in connection with a selling shareholder who is an affiliate of a broker -dealer, please disclose if t rue, that:
the selling shareholder purchased the shares being registered for resale in the ordinary course of business; and
at the time of the purchase, the selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities.
W. Patrick Mattson KKR Real Estate Finance Trust Inc. July 23, 2018 Page 2
If you are unable to make these representations, please disclose that the selling shareholder is an underwriter.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Joshua Lobert, Staff Attorney, at (202) 551 -7150 or me at (202) 551 -3391 with any other ques tions.
Sincerely,
/s/ Erin E. Martin
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Mail Stop 3233 July 23, 2018 Via E -Mail W. Patrick Mattson Chief Operating Officer and Secretary KKR Real Estate Finance Trust Inc. 9 West 57th Street, Suite 4200 New York, New York 10019 Re: KKR Real Estate Finance Trust Inc. Registration Statement on Form S-3 Filed July 13, 2018 File No. 333-226167 Dear Mr. Mattson : We have limited our review of your registration statement to those issues we have addressed in our 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 amending your registration statement and providing the requested information . If you do not believe our c omments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. General 1. Please disclose whether any of your selling shareholders are broker -dealers or affiliates of broker -dealers. If a selling shareholder is a broker -dealer, please revise your disclosure to indicate that such sel ling shareholder is an underwriter, unless such selling shareholder received its securities as compensation for investment banking services. In addition, in connection with a selling shareholder who is an affiliate of a broker -dealer, please disclose if t rue, that: the selling shareholder purchased the shares being registered for resale in the ordinary course of business; and at the time of the purchase, the selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities. W. Patrick Mattson KKR Real Estate Finance Trust Inc. July 23, 2018 Page 2 If you are unable to make these representations, please disclose that the selling shareholder is an underwriter. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Joshua Lobert, Staff Attorney, at (202) 551 -7150 or me at (202) 551 -3391 with any other ques tions. Sincerely, /s/ Erin E. Martin Erin E. Martin Legal Branch Chief Office of Real Estate and Commodities cc: Joseph Kaufman, Esq. Simpson Thacher & Bartlett LLP