SecProbe.io

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 filename1.htm

 www.KKRreit.com | NYSE: KREF

 May 6, 2025

 VIA EDGAR

 Re:

 KKR Real Estate Finance Trust Inc.

 Registration Statement on Form S-3

 File No. 333-286852

 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate and Construction
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Stacie Gorman, Esq.

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, KKR Real Estate Finance Trust Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration
 Statement be accelerated so that it may become effective at 4:30 p.m., Washington, D.C. time, on May 8, 2025, or as soon as possible thereafter.  In this regard, the Company is aware of its obligations under the Securities Act.

 We request that we be notified of such effectiveness by telephone call to Joseph H. Kaufman of Simpson Thacher & Bartlett LLP at (212) 455-2948.

 [ Signature Page Follows ]

 Very truly yours,

 KKR REAL ESTATE FINANCE TRUST INC.

 By:

 /s/ Kelly Galligan

 Name: Kelly Galligan

 Title: General Counsel and Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Matthew Salem
Chief Executive Officer
KKR Real Estate Finance Trust Inc.
30 Hudson Yards
Suite 7500
New York, NY 10001

 Re: KKR Real Estate Finance Trust Inc.
 Registration Statement on Form S-3
 Filed April 30, 2025
 File No. 333-286852
Dear Matthew Salem:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Stacie Gorman at 202-551-3585 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Joseph H. Kaufman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 Simpson Thacher & Bartlett llp

 425 lexington avenue
 new york, ny 10017-3954

 telephone: +1-212-455-2000
 facsimile: +1-212-455-2502

 Direct Dial Number
 +1-212-455-2948

 E-mail Address
 jkaufman@stblaw.com

 April 30, 2025

 Re: KKR Real Estate Finance Trust Inc. Registration Statement on Form S-3

 VIA EDGAR

 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Ladies and Gentlemen:

 On behalf of KKR Real Estate Finance Trust Inc. (the “Company”), we hereby submit a Registration Statement on Form S-3 (the “Registration Statement”) by direct electronic transmission for filing pursuant to the
 Securities Act of 1933, as amended (the “Securities Act”), relating to the sale by the Company of up to $750,000,000 of the following securities of the Company: (1) common stock; (2) preferred stock; (3) depositary shares, representing preferred
 stock; (4) debt securities; (5) warrants; (6) subscription rights; (7) purchase contracts; and (8) units.

 Pursuant to Rule 429 under the Securities Act, the prospectus included in the Registration Statement is a combined prospectus which relates to (i) the Registration Statement and (ii) the registration statement on Form
 S-3 (File No. 333-226167), which was declared effective on August 2, 2018, relating to among other things, an aggregate of 40,385,086 shares of common stock, of which 13,079,454 shares remain unsold, and may be resold from time to time by the selling
 stockholders named therein.

 The filing fee in the amount of $114,825.00 for the securities covered by the Registration Statement has been deposited by wire transfer of same-day funds to the Securities and Exchange Commission’s account at U.S. Bank
 in St. Louis, Missouri on April 29, 2025, as required by Rule 111 of the Securities Act.

 Please do not hesitate to contact me at (212) 455-2948 with any questions you may have regarding this filing.

 Very truly yours,

 /s/ Joseph H. Kaufman

 Joseph H. Kaufman

 BEIJING

 BRUSSELS

 HONG KONG

 HOUSTON

 LONDON

 LOS ANGELES

 PALO ALTO

 SÃO PAULO

 TOKYO

 WASHINGTON, D.C.

United States securities and exchange commission logo
November 2, 2020
Mostafa Nagaty
Chief Financial Officer
KKR Real Estate Finance Trust Inc.
9 West 57th Street, Suite 4200
New York, NY 10019
Re:KKR Real Estate Finance Trust Inc.
Form 10-K for the year ended December 31, 2019
Form 10-Q for the quarterly period ended March 31, 2020
Form 10-Q for the quarterly period ended June 30, 2020
File No. 001-38082
Dear Mr. Nagaty:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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              www.KKRreit.com | NYSE: KREF

      VIA EDGAR

      October 26, 2020

      United States Securities and Exchange Commission

      Division of Corporate Finance

      Office of Real Estate and Construction

      100 F Street, N.E.

      Washington, D.C. 20549

            Attention:

              Mr. Jeffrey Lewis, Staff Accountant, and Ms. Shannon Menjivar, Accounting Branch Chief

            Re:

              KKR Real Estate Finance Trust Inc.

      Form 10-K for the year ended December 31, 2019

      Form 10-Q for the quarterly period ended March 31, 2020

      Form 10-Q for the quarterly period ended June 30, 2020

      File No. 001-38082

      Dear Mr. Lewis and Ms. Menjivar,

      KKR Real Estate Finance Trust Inc. (the “Company,” “KREF”, “we” or “our”) is submitting the following response to your comment letter, dated October 14, 2020, regarding the Company’s Quarterly Report on Form 10-Q for the
        quarterly period ended March 31, 2020.  To assist your review, we have retyped the text of the Staff’s most recent comment in italics below.

              www.KKRreit.com | NYSE: KREF

      Form 10-Q for the quarterly period ended March 31, 2020

        Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

        Core Earnings, page 46

      1.          We have considered your response to comment 1 in our letter dated July 20, 2020.  We continue to
          believe that your presentation of Core Earnings, which excludes the unrealized portion of the provision for credit losses, appears to substitute individually tailored recognition and measurement methods for those of GAAP and could violate Rule
          100(b) of Regulation G, as discussed in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Please refrain from disclosing this performance measure, or any other performance measures that exclude the
          provision for credit losses, or portions of the provision for credit losses, in future filings.

      Response:

      While we respectfully disagree with the Staff’s position that the Company’s current Core Earnings presentation substitutes individually tailored recognition and measurement methods for those of GAAP in violation of
          Rule 100(b) of Regulation G, as discussed in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, we will refrain from excluding the provision for credit losses, or portions of the provision for
        credit losses, from our Core Earnings presentation in future filings.  Further to our discussion with the Staff on October 19, 2020, we will implement this reporting change beginning with our Annual Report on Form 10-K for the fiscal year ending
        December 31, 2020, and in all subsequent reporting periods.

      *****

      We hope the foregoing addresses the Staff’s comment. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 520-1537.

      Sincerely,

      /s/ Mostafa Nagaty

      Mostafa Nagaty

      Chief Financial Officer

            cc:

              Joseph Kaufman, Simpson Thacher & Bartlett LLP

United States securities and exchange commission logo
October 14, 2020
Mostafa Nagaty
Chief Financial Officer
KKR Real Estate Finance Trust Inc.
9 West 57th Street, Suite 4200
New York, NY 10019
Re:KKR Real Estate Finance Trust Inc.
Form 10-K for the year ended December 31, 2019
Form 10-Q for the quarterly period ended March 31, 2020
Form 10-Q for the quarterly period ended June 30, 2020
File No. 001-38082
Dear Mr. Nagaty:
            We have reviewed your September 23, 2020 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 10, 2020 letter.
Form 10-Q for the quarterly period ended March 31, 2020
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Core Earnings , page 46
1.We have considered your response to comment 1 in our letter dated July 20, 2020. We
continue to believe that your presentation of Core Earnings, which excludes the unrealized
portion of the provision for credit losses, appears to substitute individually tailored
recognition and measurement methods for those of GAAP and could violate Rule 100(b)
of Regulation G, as discussed in Question 100.04 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations. Please refrain from disclosing this
performance measure, or any other performance measures that exclude the provision for

 FirstName LastNameMostafa Nagaty
 Comapany NameKKR Real Estate Finance Trust Inc.
 October 14, 2020 Page 2
 FirstName LastName
Mostafa Nagaty
KKR Real Estate Finance Trust Inc.
October 14, 2020
Page 2
credit losses, or portions of the provision for credit losses, in future filings.
            You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or Shannon
Menjivar, Accounting Branch Chief, at (202) 551-3856 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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            www.KKRreit.com | NYSE: KREF

    VIA EDGAR

    September 23, 2020

    United States Securities and Exchange Commission

    Division of Corporate Finance

    Office of Real Estate and Construction

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Mr. Jeffrey Lewis, Staff Accountant, and Ms. Shannon Menjivar, Accounting Branch Chief

          Re:

            KKR Real Estate Finance Trust Inc.

    Form 10-K for the year ended December 31, 2019

    Form 10-Q for the quarterly period ended March 31, 2020

    Form 10-Q for the quarterly period ended June 30, 2020

    File No. 001-38082

    Dear Mr. Lewis and Ms. Menjivar,

    KKR Real Estate Finance Trust Inc. (the “Company,” “KREF”, “we” or “our”) is submitting the following response to your comment letter, dated September 10, 2020, regarding the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020.  To assist your review, we have retyped the text of the Staff’s most recent comments in italics below.

            www.KKRreit.com | NYSE: KREF

    Form 10-Q for the quarterly period ended March 31, 2020

    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

    Core Earnings, page 43

          1.

            We continue to evaluate your response to comment 1 and may have further comment.

    Response:

    We acknowledge the Staff’s comment.

    Form 10-Q for the quarterly period ended June 30, 2020

    Note 2. Summary of Significant Accounting Policies, page 11

          2.

            Please tell us and revise future filings to disclose your policy for recognizing loan writeoffs within the allowance for credit losses. Specifically discuss the triggering events or other facts
              and circumstances that cause you to charge-off a loan. Refer to ASC 326-20-50-17 (c) for guidance.

    Response:

    We recognize loan writeoffs, which may be full or partial, within the allowance for credit losses in the period in which a loan, or a portion thereof, is deemed uncollectible. We evaluate all available facts and circumstances that might negatively
      impact our ability to collect outstanding loan balances when determining loan writeoffs. These facts and circumstances may vary and may include, but are not limited to, the following:

          i.

            Significant deterioration in the underlying collateral performance and/or value, if repayment is solely based on the collateral,

          ii.

            Correspondence from the borrower indicating that it does not intend to pay the contractual principal and interest,

          iii.

            Violation of multiple debt covenants with no indication the borrower has the ability to remediate such violations,

          iv.

            Occurrence of one or more events of default by the borrower, or

          v.

            We have sufficient information to determine that the borrower is insolvent, or the borrower has filed for bankruptcy, and the value of the underlying collateral is below our loan basis.

            www.KKRreit.com | NYSE: KREF

    In response to the Staff’s comment, we will revise our future filings with enhanced disclosures to reflect our policy for recognizing loan writeoffs within the allowance for credit losses consistent with ASC 326-20-50-17 (c) and as detailed above, including the factors and circumstances we consider in evaluating loan writeoffs.

    *****

    We hope the foregoing addresses the Staff’s comment. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 520-1537.

    Sincerely,

    /s/ Mostafa Nagaty

    Mostafa Nagaty

    Chief Financial Officer

          cc:

            Joseph Kaufman, Simpson Thacher & Bartlett LLP

United States securities and exchange commission logo
September 10, 2020
Mostafa Nagaty
Chief Financial Officer
KKR Real Estate Finance Trust Inc.
9 West 57th Street, Suite 4200
New York, NY 10019
Re:KKR Real Estate Finance Trust Inc.
Form 10-K for the year ended December 31, 2019
Form 10-Q for the quarterly period ended March 31, 2020
Form 10-Q for the quarterly period ended June 30, 2020
File No. 001-38082
Dear Mr. Nagaty:
            We have reviewed your August 3, 2020 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 20, 2020 letter.
Form 10-Q for the quarterly period ended March 31, 2020
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Core Earnings , page 46
1.We continue to evaluate your response to comment 1 and may have further comment.
Form 10-Q for the quarterly period ended June 30, 2020
Note 2. Summary of Significant Accounting Policies, page 11
2.Please tell us and revise future filings to disclose your policy for recognizing loan
writeoffs within the allowance for credit losses. Specifically discuss the triggering events

 FirstName LastNameMostafa Nagaty
 Comapany NameKKR Real Estate Finance Trust Inc.
 September 10, 2020 Page 2
 FirstName LastName
Mostafa Nagaty
KKR Real Estate Finance Trust Inc.
September 10, 2020
Page 2
or other facts and circumstances that cause you to charge-off a loan. Refer to ASC 326-
20-50-17 (c) for guidance.
            You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or Shannon
Menjivar, Accounting Branch Chief, at (202) 551-3856 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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filename1.htm

                   www.KKRreit.com | NYSE: KREF

      Confidential

      VIA EDGAR

      August 3, 2020

      United States Securities and Exchange Commission

      Division of Corporate Finance

      Office of Real Estate and Construction

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Mr. Jeffrey Lewis, Staff Accountant, and Ms. Shannon Menjivar, Accounting Branch Chief

              Re:

              KKR Real Estate Finance Trust Inc.

              Form 10-Q for the quarterly period ended March 31, 2020

              File No. 001-38082

      Dear Mr. Lewis and Ms. Menjivar,

      KKR Real Estate Finance Trust Inc. (the “Company,” “KREF”, “we” or “our”) is submitting the following response to your comment letter, dated July 20, 2020, which was in response to your initial comment letter, dated June
        5, 2020, regarding the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (the “Form 10-Q”).  To assist your review, we have retyped the text of the Staff’s most recent comment in italics below.

      Form 10-Q for the quarterly period ended March 31, 2020

      Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

      Core Earnings, page 46

            1.

              We note your response to comment 1. It appears your presentation of Core Earnings, which excludes the provision for credit losses, substitute individually tailored recognition and measurement
                methods for those of GAAP and could violate Rule 100(b) of Regulation G. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, which is available on our website at:
                http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm. Please tell us how you considered this guidance when determining the appropriateness of your presentation. Include within your response why making an adjustment for the
                unrealized provision for credit losses and no adjustment for realized credit losses to arrive at Core Earnings is necessary and relevant to your industry.

      Response:

      In response to the Staff’s comment, and as detailed below, in presenting Core Earnings for periods in the 2020 fiscal year and in prior periods, the Company considered Rule 100(b) of Regulation G as well as the guidance of the Staff set forth in
        Question 100.04 and respectfully maintains that such presentation does not substitute individually tailored recognition and measurement methods for GAAP, is not misleading when taken together with the information accompanying the measure, and is
        otherwise permitted pursuant to Rule 100(b).

      We would like to start by providing the background on the framework for Core Earnings and its utilization by the commercial mortgage REIT (“mREIT”) industry, its investors and research analysts covering the mREIT industry.  We would also like to
        make clear that all realized credit losses reduce Core Earnings as more fully described below.

      The presentation of Core Earnings by the Company and peer mREITs is intended to depict current economic performance by excluding the impact of certain unrealized and/or non-cash items from GAAP net earnings. These unrealized items, as described
        below, are not indicative of current operating performance as they involve significant estimates and judgements as to future events that may or may not materialize. As a result, the Core Earnings metric is widely viewed by mREIT investors and mREIT
        research analysts as the single most important measure of an mREIT’s ability to cover its dividend, which is the primary focus of yield/income investors who comprise a significant portion of the mREIT investor-base.

      Examples of these unrealized items, which have been consistently adjusted from Core Earnings by mREITs for many years, include: (i) non-cash equity compensation, (ii) depreciation and amortization, (iii) unrealized gains (losses), including
        unrealized provision for credit losses, and (iv) certain non-cash items.  mREITs have also applied this concept to adjust Core Earnings for unrealized items such as mark-to-market gains and losses on securities and foreign exchange contracts.

      It is important to note that the adjustment for unrealized provision for credit losses to arrive at Core Earnings is a function of the broader framework of Core Earnings, which excludes unrealized items, and that such adjustment has been
        consistently made by mREITs for periods prior to the adoption of ASU No. 2016-13, Financial Instruments – Credit Losses (“CECL”).  This non-GAAP metric was not adopted in response to CECL, but under the
        pre-existing framework of the Core Earnings measure, where unrealized gains and losses due to CECL are excluded consistent with other unrealized gains and losses.

      Similarly, and consistent with periods before CECL adoption, we note that while unrealized credit losses (and unrealized credit gains/benefits) are adjusted from Core Earnings, any realized credit losses are included and reflected in Core
        Earnings, even if such losses are already taken in whole or in part through reserves from prior periods due to CECL or otherwise. For example, while the Company does not have realized credit losses on its loan portfolio since its inception, the
        Company did realize a GAAP loss of $0.4 million on the sale of CMBS securities during the three months ended September 30, 2019, which reduced Core Earnings for the same period.  This approach results in a corresponding reduction to Core Earnings
        by the amount of any realized losses, which we believe is appropriate and necessary for both the Company and our peers in the mREIT industry in that the resulting metric is more indicative of current economic performance.

      Unlike the tailored recognition and measurement of revenues noted in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, which involves acceleration of revenue ratably over time (inconsistent with GAAP
        recognition when customers are billed), the exclusion of the unrealized provision of credit losses in Core Earnings, similar to other unrealized items noted above, and the inclusion of realized losses is simply intended to reflect the current
        operating performance of mREITs, and not the future expected performance which involves significant estimates and judgements to future events that may or may not materialize. The concept of realized gains and losses has not changed for companies
        and continues to have the same impact on Core Earnings for periods pre and post adoption of CECL.

      Based on the analysis above, we believe that the widely adopted presentation of Core Earnings by the Company and others in the mREIT industry, which excludes the unrealized provision for credit losses, similar to other unrealized items (but
        reflects realized gains and losses), does not constitute an individually tailored recognition and measurement method, is not inconsistent with the approach outlined by the Staff in Question 100.04 and does not otherwise violate Rule 100(b) of
        Regulation G, especially when used with information provided by GAAP.

      *****

      We hope the foregoing addresses the Staff’s comment. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 520-1537.

      Sincerely,

      /s/ Mostafa Nagaty

      Mostafa Nagaty

      Chief Financial Officer

                cc:

                Joseph Kaufman, Simpson Thacher & Bartlett LLP

United States securities and exchange commission logo
July 20, 2020
Mostafa Nagaty
Chief Financial Officer
KKR Real Estate Finance Trust Inc.
9 West 57th Street, Suite 4200
New York, NY 10019
Re:KKR Real Estate Finance Trust Inc.
Form 10-K for the year ended December 31, 2019
Form 10-Q for the quarterly period ended March 31, 2020
File No. 001-38082
Dear Mr. Nagaty:
            We have reviewed your June 16, 2020 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 5, 2020 letter.
Form 10-Q for the quarterly period ended March 31, 2020
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Core Earnings , page 46
1.We note your response to comment 1. It appears your presentation of Core Earnings,
which excludes the provision for credit losses, substitute individually tailored recognition
and measurement methods for those of GAAP and could violate Rule 100(b) of
Regulation G. Refer to Question 100.04 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations, which is available on our website at:
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm. Please tell us how
you considered this guidance when determining the appropriateness of your presentation.
Include within your response why making an adjustment for the unrealized provision for
credit losses and no adjustment for realized credit losses to arrive at Core Earnings is

 FirstName LastNameMostafa Nagaty
 Comapany NameKKR Real Estate Finance Trust Inc.
 July 20, 2020 Page 2
 FirstName LastName
Mostafa Nagaty
KKR Real Estate Finance Trust Inc.
July 20, 2020
Page 2
necessary and relevant to your industry.
            You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or Shannon
Menjivar, Accounting Branch Chief, at (202) 551-3856 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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                 www.KKRreit.com | NYSE: KREF

      Confidential

      VIA EDGAR

      June 16, 2020

      United States Securities and Exchange Commission

      Division of Corporate Finance

      Office of Real Estate and Construction

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Mr. Jeffrey Lewis, Staff Accountant, and Ms. Shannon Menjivar, Accounting Branch Chief

              Re:

              KKR Real Estate Finance Trust Inc.

              Form 10-K for the year ended December 31, 2019

              Form 10-Q for the quarterly period ended March 31, 2020

              File No. 001-38082

      Dear Mr. Lewis and Ms. Menjivar,

      KKR Real Estate Finance Trust Inc. (the “Company,” “we” or “our”) is submitting the following response to your comment letter, dated June 5, 2020, regarding the Company’s Quarterly Report on Form 10-Q for the quarterly
        period ended March 31, 2020 (the “Form 10-Q”).  To assist your review, we have retyped the text of the Staff’s comment in italics below.

      Form 10-Q for the quarterly period ended March 31, 2020

      Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

      Core Earnings, page 46

            1.

              We note a provision for credit losses, net of $55.3 million was recorded for the three months ended March 31, 2020, which is presented as an adjustment
                  from Net Income (Loss) Attributable to Common Stockholders to Core Earnings. We also note on page 60 your period-to-period discussion with respect to the increase in the provision for credit losses, net, due primarily to the COVID-19
                  pandemic. Please tell us how you determined this adjustment was appropriate and if you intend to make similar adjustments to Core Earnings going forward.

      Response:

      We would like to start by providing background on the Company’s historical provision for credit losses. Prior to the adoption of ASU No. 2016-13, Financial Instruments – Credit Losses, and subsequent
        amendments (“ASU 2016-13” or “CECL”), on January 1, 2020, the Company did not record any provision for credit losses, nor did it recognize a credit loss, on any of the loans in its portfolio. However, consistent with the terms of our Management
        Agreement between our external manager and us (the “Management Agreement”) and consistent with industry practice and as further explained below, had the Company recognized a credit loss provision prior to the adoption of ASU 2016-13, the Company
        would have excluded any such unrealized provision for credit losses from net income (loss) attributable to our stockholders in calculating Core Earnings. Upon the adoption of ASU 2016-13 on January 1, 2020, the Company recorded a $15.0 million, or
        $0.26 per common share, cumulative-effect adjustment (the “Day-1 adjustment”) to its accumulated deficit as of January 1, 2020 to reflect the expected credit losses on the Company’s loan portfolio under the CECL model as of such date.  The Day-1
        adjustment was estimated based on a January 1, 2020 pre-COVID-19 macroeconomic outlook, which is one of the key determinative inputs of the CECL model, and significantly impacts the Company’s resulting estimate of expected credit losses.  It is
        important to note that even absent the impact of the COVID-19 pandemic on the macroeconomic outlook, the Company would have recorded an adjustment to its provision for credit losses under CECL to reflect any changes in its underlying loan
        portfolio. For example, during any  reporting period, our provision for credit losses would (i) decrease in the event of any loan prepayments and (ii) increase in the event of new loan originations, in each case, assuming our loan portfolio balance
        was otherwise static and there were no changes in the macroeconomic outlook. While the Company’s $5.1 billion loan portfolio as of March 31, 2020 remained substantially unchanged from January 1, 2020, the macroeconomic outlook during that same
        period experienced a significant adverse change as a result of the COVID-19 pandemic.  Accordingly, as noted in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) disclosures in the Form
        10-Q, the Company further adjusted its expected losses under the CECL model as of March 31, 2020 by recording an incremental provision for credit losses of $55.3 million, or $0.96 per common share, which reflected the adverse impact of the COVID-19
        pandemic on the macroeconomic outlook and was not specific to any loan losses or impairments in our portfolio.  Both the Day-1 adjustment and the incremental adjustment were disclosed in the Form 10-Q on pages 60, 68 and elsewhere.

      One of the Company’s principal business objectives is to generate net income by earning a net interest spread on its commercial real estate (“CRE”) mortgage loan portfolio, which is a function of the Company’s interest income from its CRE loan
        investments, less financing and operating costs.  As noted in the MD&A disclosures in the Form 10-Q, the Company uses Core Earnings, a non-GAAP measure, to evaluate its performance by excluding the effects of certain non-recurring and/or
        non-cash items that are not necessarily indicative of our current loan activity and operating performance. Accordingly, the Company’s Core Earnings definition for reporting purposes excludes from net income (loss) attributable to our stockholders,
        among other non-recurring and/or non-cash items, the unrealized provision for credit losses together with other similar non-cash and/or unrealized items that are included in net income for the applicable reporting period. We believe that excluding
        the unrealized provision for credit losses in calculating Core Earnings is appropriate since the unrealized provision for credit losses is not indicative of our portfolio’s current underlying performance. Additionally, we believe that excluding
        such unrealized provision for credit losses from net income (loss) attributable to the Company’s stockholders is useful to investors as it enables further comparability of the Company’s performance against its peers since such adjustment to Core
        Earnings, or similar non-GAAP measures, has been commonly utilized by mortgage REITs, both prior and subsequent to the adoption of ASU 2016-13.  Similarly, we note that forward-looking Core Earnings estimates published from time to time by the
        mortgage REIT analysts covering the Company and its peers also excludes such adjustments, and as such is helpful to investors in providing a comparable basis upon which to measure performance across our peer group, as well as the Company’s ability
        to cover its dividends.  We note supplementally that, to the extent the Company realizes any credit losses on its loan portfolio in the future, the full amount of such realized credit loss would be included in its calculation of Core Earnings.

      In developing our Core Earnings disclosure in the Form 10-Q, we considered Securities and Exchange Commission CF Disclosure Guidance: Topic No. 9 with respect to disclosing the impact of COVID-19 on the Company’s earnings and financial results.
        While the increase in the Company’s provision for credit losses during the three months ended March 31, 2020 was primarily driven by the significant adverse change in the macroeconomic outlook resulting from the COVID-19 pandemic as noted above, we
        believe that the exclusion of the change in the unrealized provision for credit losses from our calculation of Core Earnings is appropriate as explained above, regardless of whether the change is driven by (i) changes in the macroeconomic outlook,
        or other inputs or assumptions used in our CECL model, or (ii) due to changes in our loan portfolio due to loan originations, repayments or other items.

      Accordingly, we intend to make similar adjustments to Core Earnings in future periods to reflect changes in our unrealized provision for credit losses by adding back (or deducting) increases (or decreases) to the unrealized provision for credit
        losses.

      *****

      We hope the foregoing addresses the Staff’s comment. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 520-1537.

      Sincerely,

      /s/ Mostafa Nagaty

      Mostafa Nagaty

      Chief Financial Officer

              cc:

              Joseph Kaufman, Simpson Thacher & Bartlett LLP

United States securities and exchange commission logo
June 5, 2020
Mostafa Nagaty
Chief Financial Officer
KKR Real Estate Finance Trust Inc.
9 West 57th Street, Suite 4200
New York, NY 10019
Re:KKR Real Estate Finance Trust Inc.
Form 10-K for the year ended December 31, 2019
Form 10-Q for the quarterly period ended March 31, 2020
File No. 001-38082
Dear Mr. Nagaty:
            We have reviewed your filings and have the following comment.  In our comment we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the quarterly period ended March 31, 2020
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Core Earnings , page 46
1.We note a provision for credit losses, net of $55.3 million was recorded for the three
months ended March 31, 2020, which is presented as an adjustment from Net Income
(Loss) Attributable to Common Stockholders to Core Earnings. We also note on page 60
your period-to-period discussion with respect to the increase in the provision for credit
losses, net, due primarily to the COVID-19 pandemic. Please tell us how you determined
this adjustment was appropriate and if you intend to make similar adjustments to Core
Earnings going forward.

            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameMostafa Nagaty
 Comapany NameKKR Real Estate Finance Trust Inc.
 June 5, 2020 Page 2
 FirstName LastName
Mostafa Nagaty
KKR Real Estate Finance Trust Inc.
June 5, 2020
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or Shannon
Menjivar, Accounting Branch Chief, at (202) 551-3856 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

    February 5, 2018

    VIA EDGAR

            Re:

            KKR Real Estate Finance Trust Inc.

            Registration Statement on Form S-3

            File No. 333-229043

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Real Estate and Commodities

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Erin E. Martin, Esq.

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, KKR Real Estate Finance Trust Inc.
        (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:30 p.m., Washington, D.C. time, on February 7, 2018, or as soon as possible thereafter.  In
        this regard, the Company is aware of its obligations under the Securities Act.

    We request that we be notified of such effectiveness by telephone call to Joseph H. Kaufman of Simpson
        Thacher & Bartlett LLP at (212) 455-2948.

    [Signature Page Follows]

            Very truly yours,

            KKR REAL ESTATE FINANCE TRUST INC.

            By:

            /s/ Christen E.J. Lee

            Name:

           Christen E.J. Lee

            Title:

           Co Chief Executive Officer and Co-President

February 4, 2019
Christen Lee
Co-Chief Executive Officer and Co-President
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 December 27, 2018
File No. 333-229043
Dear Mr. Lee:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Josh Lobert, Staff Attorney, at 202-551-7150 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

    Simpson Thacher & Bartlett LLP

    425 LEXINGTON AVENUE

    NEW YORK, NY 10017-3954

    TELEPHONE: +1-212-455-2000

    FACSIMILE : +1-212-455-2502

    December 27, 2018

            Re:

            KKR Real Estate Finance Trust Inc. Registration Statement on Form S-3

    VIA EDGAR

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Ladies and Gentlemen:

    On behalf of KKR Real Estate Finance Trust Inc. (the “Company”), we hereby submit a Registration Statement on Form S-3 (the “Registration
        Statement”) by direct electronic transmission for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the sale by the Company of up to $659,500,000 of the following securities of the Company: (1) common
        stock; (2) preferred stock; (3) depositary shares, representing preferred stock; (4) debt securities; (5) warrants; (6) subscription rights; (7) purchase contracts; and (8) units.

    Pursuant to Rule 429 under the Securities Act, the prospectus included in the Registration Statement is a combined prospectus which relates
        to (i) the Registration Statement and (ii) the registration statement on Form S-3 (File No. 333-226167), which was declared effective on August 2, 2018, relating to (A) the issuance by the registrant of up to a maximum of $200,000,000 of its common
        stock, of which $90,500,000 remains unsold, and (B) an aggregate of 40,385,086 shares of common stock, of which 36,385,086 shares remain unsold, and may be resold from time to time by the selling stockholders named therein.

    The filing fee in the amount of $79,931.40 for the securities covered by the Registration Statement has been deposited by wire transfer of
        same-day funds to the Securities and Exchange Commission’s account at U.S. Bank in St. Louis, Missouri on December 21, 2018, as required by Rule 111 of the Securities Act.

    Please do not hesitate to contact me at (212) 455-2948 with any questions you may have regarding this filing.

            Very truly yours,

            /s/ Joseph H. Kaufman

            Joseph H. Kaufman

              BEIJING

              HONG KONG

             HOUSTON

              LONDON

              LOS ANGELES

              PALO ALTO

              SÃO PAULO

              SEOUL

              TOKYO

              WASHINGTON, D.C.

CORRESP
1
filename1.htm

July 31, 2018

VIA EDGAR

Re:

KKR Real Estate Finance Trust Inc.

Registration Statement on Form S-3

File No. 333-226167

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Commodities

100 F Street, N.E.

Washington, D.C. 20549

Attention: Erin E. Martin, Esq.

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, KKR Real Estate Finance Trust Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:30 p.m., Washington, D.C. time, on August 2, 2018, or as soon as possible thereafter.  In this regard, the Company is aware of its obligations under the Securities Act.

We request that we be notified of such effectiveness by telephone call to Joseph H. Kaufman of Simpson Thacher & Bartlett LLP at (212) 455-2948.

[Signature Page Follows]

Very truly yours,

KKR REAL ESTATE FINANCE TRUST INC.

By:

/s/ Christen E.J. Lee

Name: Christen E.J. Lee

Title: Co-Chief Executive Officer and

          Co-President

CORRESP
1
filename1.htm

July 27, 2018

VIA EDGAR

Re:

KKR Real Estate Finance Trust Inc.

Registration Statement on Form S-3

Filed July 13, 2018

File No. 333-226167

Erin E. Martin, Esq.

Office of Real Estate and Commodities

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Ms. Martin:

On behalf of KKR Real Estate Finance Trust Inc. (the “Registrant”), we hereby transmit via EDGAR for submission with the Securities and Exchange Commission (the “Commission”) Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration Statement on Form S-3 filed on July 13, 2018 (the “Registration Statement”).  The Registration Statement has been revised in response to the Staff’s comment letter, dated July 23, 2018 (the “Comment Letter”), regarding the Registration Statement.

In addition, we are providing the following response to the Comment Letter.  To assist your review, we have retyped the text of the Staff’s comments in italics below.  Please note that all references to page numbers in our response refer to the page numbers of Amendment No. 1.  The responses and information described below are based upon information provided to us by the selling stockholders.

Selling Stockholders, pages 9-10

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 selling 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 true, 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.

The Registrant respectfully advises the Staff that, based on information provided to it by the selling stockholders, except as provided below, none of the selling stockholders are broker-dealers or affiliates of broker-dealers.

An affiliate of each of KKR REFT Holdings L.P. and Tactical Value SPN-KREF Holdings L.P. (collectively, the “KKR Stockholders”), is a registered broker-dealer. Each of the KKR Stockholders purchased the shares of common stock of the Company indicated as owned by it in the Registration Statement for resale in the ordinary course of business and, at the time of purchase, neither of the KKR Stockholders had any agreements or understandings, directly or indirectly, with any person to distribute such shares of common stock.

An affiliate of Townsend Holdings LLC (“Townsend”) is a registered broker-dealer. Townsend purchased the shares of common stock of the Company indicated as owned by it in the Registration Statement for resale in the ordinary course of business and, at the time of purchase, Townsend did not have any agreements or understandings, directly or indirectly, with any person to distribute such shares of common stock.

In response to the Staff’s comment, the Registrant has revised the disclosure on pages 9-10 of the Registration Statement to include the disclosure requested by the Staff as it relates to the KKR Stockholders and Townsend.

*         *         *        *         *

Please do not hesitate to call Joseph H. Kaufman at 212-455-2948 with any questions or further comments you may have regarding this submission or if you wish to discuss the above responses.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP

cc:

Securities and Exchange Commission

Joshua Lobert, Esq.

KKR Real Estate Finance Trust Inc.

Christen E.J. Lee

Matthew A. Salem

Mostafa Nagaty

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

CORRESP
1
filename1.htm

VIA EDGAR

May 2, 2017

Re:                             Acceleration Request for KKR Real Estate Finance Trust Inc.
  Registration Statement on Form S-11 (File No. 333-217126)

Securities and Exchange Commission
 Division of Corporation Finance

Office of Real Estate and Commodities

100 F Street, N.E.
 Washington, D.C. 20549

Attention: Sandra B. Hunter, Esq.

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, KKR Real Estate Finance Trust Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 3:00 p.m., Washington, D.C. time, on May 4, 2017, or as soon as practicable thereafter.  We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.

Please call me at (212) 455-2948 with any questions.

Very   truly yours,

/s/ Joseph H. Kaufman

Joseph   H. Kaufman

May 2, 2017

VIA EDGAR

Re:                             KKR Real Estate Finance Trust Inc.
 Registration Statement on Form S-11
  File No. 333-217126

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Commodities

100 F Street, N.E.

Washington, D.C. 20549

Attention: Sandra B. Hunter, Esq.

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, KKR Real Estate Finance Trust Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 3:00 p.m., Washington, D.C. time, on May 4, 2017, or as soon as possible thereafter.  In this regard, the Company is aware of its obligations under the Securities Act.

[Signature Page Follows]

Very   truly yours,

KKR   REAL ESTATE FINANCE TRUST INC.

By:

/s/   William B. Miller

Name:   William B. Miller

Title:   Chief Financial Officer and Treasurer

Wells Fargo Securities, LLC

375 Park Avenue

New York, NY 10152

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

May 2, 2017

VIA EDGAR

Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate and Commodities
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Sandra B. Hunter, Esq.

Re:                             KKR Real Estate Finance Trust Inc.
  Registration Statement on Form S-11 (File No. 333-217126)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of KKR Real Estate Finance Trust Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 3:00 p.m., Washington D.C. time, on May 4, 2017 or as soon as possible thereafter.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act:

(i)                                     Dates of distribution: April 26, 2017 through the date hereof.

(ii)                                  Number of prospectuses distributed:  a total of approximately 3,299 copies were distributed to prospective underwriters, institutional investors, dealers and others.

(iii)                               We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

[SIGNATURE PAGE FOLLOWS]

1

Very truly yours,

WELLS FARGO   SECURITIES, LLC

By:

/s/ David Herman

Name: David Herman

Title: Director

MORGAN STANLEY & CO. LLC

By:

/s/ Kyle P.   McDonnell

Name: Kyle P.   McDonnell

Title: Vice   President

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

May 1,   2017

VIA EDGAR

Re:

KKR Real Estate Finance Trust Inc.

Amendment No. 2 to Registration Statement on   Form S-11

Filed April 26, 2017

File No. 333-217126

Sandra B. Hunter, Esq.
 Office of Real Estate and Commodities

Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Dear Ms. Hunter:

On behalf of KKR Real Estate Finance Trust Inc. (“KREF”), we are providing the following response to your comment letter, dated May 1, 2017, regarding Amendment No. 2 to the Registration Statement.  To assist your review, we have retyped the text of the Staff’s comment in italics below.  The response and information described below are based upon information provided to us by KREF.

Capitalization, page 84

1.              Please supplementally tell us how you arrived at the “As Adjusted” cash and cash equivalents, as it appears that the amount may include other adjustments than those described on page 84. Alternatively, cash amounts may be removed from the capitalization table.

In response to the Staff’s comment, KREF confirms that only the adjustments described on the second bullet on page 84 were utilized in determining amounts indicated as “As Adjusted”, including cash and cash equivalents.  The $24.682 million of net repayments on repurchase facilities consists of two offsetting amounts,

$188.000 million of draws and $212.682 million of repayments.  While the $212.682 million of repayments were made using cash (thus reducing the cash and cash equivalents on an As Adjusted basis), the $188.0 million of draws were instead utilized to make investments (resulting in no change to cash and cash equivalents on an As Adjusted basis).  Accordingly, actual cash and cash equivalents of $96.189 million was increased by equity drawdowns of $147.724 million and $207.595 million and reduced by $212.682 million of debt repayments, $170.896 million of investments funded from cash and the $8.455 million dividend, resulting in As Adjusted cash and cash equivalents of $59.475 million.

*         *         *        *         *

Please do not hesitate to call Joseph H. Kaufman at 212-455-2948 with any questions or further comments you may have regarding this response or if you wish to discuss the above response.

Very   truly yours,

/s/   Simpson Thacher & Bartlett LLP

Simpson   Thacher & Bartlett LLP

cc:             Securities and Exchange Commission

Bryan Hough, Esq.

Bill Demarest

Kristi Marrone

KKR Real Estate Finance Trust Inc.

Christen E.J. Lee

William B. Miller

Clifford Chance US LLP

Jay L. Bernstein, Esq.

Andrew S. Epstein, Esq.

2

Mail Stop 3233
May 1, 2017

Via E -Mail
Christen E.J. Lee
Co-Chief Executive Officer and Co -President
KKR Real Estate Finance Manager LLC
9 West 57th Street
New York, New York 10019

Re: KKR Real Estate Finance Trust Inc.
Amendment No. 2 to Registration Statement on Form S-11
Filed April 26, 2017
  File No.  333-217126

Dear Mr. Lee :

We have reviewed your amended registration statement  and have the following comment .
Please respond to this letter by amending your registration statement and providing the requested
information .  If you do not believe our comment appl ies to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in y our response.

After reviewing any amendment to your registration statement and the information you
provide in response to our comment , we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our April 24, 2017  letter .

Capitalization, page 84

1. Please supplementally  tell us how you arrived at the “As Adjusted” cash and cash
equivalents, as it appears that the amount may include other adjustments than those
described on page 84.  Alternatively, cash amounts may be removed from the
capitalization table.

Christen E .J. Lee
KKR Real Estate Finance Trust Inc.
May 1, 2017
Page 2

 You may contact Bill Demarest, Staff Accountant, at (202) 551 -3432 or Kristi Marrone,
Staff Accountant, at (202) 551 -3429 if you have questions regarding comments on the financial
statements and related matters. Please contact Bryan Hough, Staff Attorney, at ( 202) 551 -8625 or
me at (202) 551 -3758 with any other questions.

Sincerely,

 /s/ Sandra B. Hunter

Sandra B. Hunter
Staff Attorney
Office of Real Estate and
Commodities

cc:  Joseph H. Kaufman, Esq.
Simpson Thacher & Bartlett LLP
Via E -mail

CORRESP
1
filename1.htm

April   26, 2017

VIA EDGAR

Re:

KKR   Real Estate Finance Trust Inc.

Amendment   No. 1 to Registration Statement on Form S-11

Filed April 13, 2017

File   No. 333-217126

Sandra B. Hunter, Esq.
 Office of Real Estate and Commodities

Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Dear Ms. Hunter:

On behalf of KKR Real Estate Finance Trust Inc. (“KREF”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement (“Registration Statement”) relating to the offering of shares of its common stock.  The Registration Statement has been revised in response to the Staff’s comments and to reflect certain other changes.

In addition, we are providing the following responses to your comment letter, dated April 24, 2017, regarding the Registration Statement.  To assist your review, we have retyped the text of the Staff’s comments in italics below.  Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 2.  The responses and information described below are based upon information provided to us by KREF.

Prospectus Summary

Our Target Assets, page 12

1.              We note your disclosure that you include within senior loans “junior participations in our originated senior loans for which we have syndicated the senior participations to other investors and retained the junior participations for our portfolio, typically structured as mezzanine loans.” Please tell us why it is appropriate to categorize junior participations structured as mezzanine loans within senior loans.

With respect to its portfolio, KREF includes within the category of senior loans similar credit quality investments, including junior participations in its originated senior loans for which it has syndicated the senior participations to other investors and retained the junior participations for its portfolio.  KREF believes that these junior participations are more similar to the senior loans it originates than other loan types given their credit quality and risk profile.  In each case, KREF leads the underwriting and structuring of the originated senior loan and, depending on its financing strategy with respect to the investment, will finance the loan either under its repurchase facilities (in the case of a senior loan) or through syndication of a senior participation (in the case of a junior participation).  In addition, the leverage and return profiles of junior participations that KREF finances through syndication of a senior participation closely resemble those for senior loans that it finances under its repurchase facilities.  KREF has revised the disclosure on pages 12 and 137 to clarify this categorization.

Note 10. Fair Value of Financial Instruments

Valuation Methodologies, page F-40

1.              We note your response to comment 13. Please expand your disclosure relating to the valuation of commercial mortgage loans and preferred equity investments to clarify that, in the event that management’s estimate of fair value differs from the opinion of fair value provided by the independent valuation firm, you will ultimately rely solely upon the valuation prepared by the investment personnel of the Manager.

In response to the Staff’s comment, KREF has expanded its disclosure relating to the valuation of commercial mortgage loans and preferred equity investments on pages 112, F-41 and F-42.

*         *         *        *         *

2

Please do not hesitate to call Joseph H. Kaufman at 212-455-2948 with any questions or further comments you may have regarding this submission or if you wish to discuss the above responses.

Very   truly yours,

/s/ Simpson Thacher & Bartlett LLP

Simpson   Thacher & Bartlett LLP

cc:           Securities and Exchange Commission

Bryan Hough, Esq.

Bill Demarest

Kristi Marrone

KKR Real Estate Finance Trust Inc.

Christen E.J. Lee

William  B. Miller

Clifford Chance US LLP

Jay L. Bernstein, Esq.

Andrew S. Epstein, Esq.

3

Mail Stop 3233
April 24, 2017

Via E -Mail
Christen E.J. Lee
Co-Chief Executive Officer and Co -President
KKR Real Estate Finance Manager LLC
9 West 57th Street
New York, New York 10019

Re: KKR Real Estate Finance Trust Inc.
Amendment No. 1 to Registration Statement on Form S-11
Filed April 13, 2017
  File No.  333-217126

Dear Mr. Lee :

We have reviewed your amended 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 amending your registration statement and providing the
requested information .  If you do not believe our comments app ly 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.   Unless  we note
otherwise , our references to prior comments are to comments in our April 5, 2017  letter .

Prospectus Summary

Our Target Assets, page 12

1. We note your disclosure that you include within senior loans “ junior participations in our
originated senior loans for which we have syndicated the senior participations to other
investors and retained the junior participations for our portfolio, typically structured as
mezzanine loans. ”  Please tell us why it is appropriat e to categorize junior participations
structured as mezzanine loans  within senior loans.

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
April 24, 2017
Page 2

 Note 10. Fair Value of Financial Instruments

Valuation Methodologies, page F -40

2. We note your response to comment 13.  Please expand your disclosure relating to  the
valuation of commercial mortgage loans and preferred equity investments to clarify that,
in the event that management’s estimate of fair value differs from the opinion of fair
value provided by the independent valuation firm, you will ultimately rely solely upon
the valuation prepared by the investment personnel of the Manager.

You may contact Bill Demarest, Staff Accountant, at (202) 551 -3432 or Kristi Marrone,
Staff Accountant, at (202) 551 -3429 if you have questions regarding comments on the financ ial
statements and related matters. Please contact Bryan Hough, Staff Attorney, at (202) 551 -8625 or
me at (202) 551 -3758 with any other questions.

Sincerely,

 /s/ Sandra B, Hunter

Sandra B. Hunter
Staff Attorney
Office of Real Estate and
Commodities

cc:  Joseph H. Kaufman, Esq.
Simpson Thacher & Bartlett LLP
Via E -mail

CORRESP
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April 13, 2017

VIA EDGAR

Re:

KKR Real Estate Finance   Trust Inc.

Registration Statement on   Form S-11

Filed   April 3, 2017

File No. 333-217126

Sandra B. Hunter, Esq.
 Office of Real Estate and Commodities

Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Dear Ms. Hunter:

On behalf of KKR Real Estate Finance Trust Inc. (“KREF”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration Statement (“Registration Statement”) relating to the offering of shares of its common stock.  The Registration Statement has been revised in response to the Staff’s comments and to reflect certain other changes.

In addition, we are providing the following responses to your comment letter, dated April 5, 2017, regarding the Registration Statement.  To assist your review, we have retyped the text of the Staff’s comments in italics below.  Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1.  The responses and information described below are based upon information provided to us by KREF.

General

1.              We note your response to comment 3 of our prior letter. We have referred your analysis to the Division of Investment Management and they will contact you directly when they have completed their review. Please feel free to contact Rochelle Plesset in the Division of Investment Management and engage directly.

In response to the oral comments received from Rochelle Plesset in the Division of Investment Management, KREF has revised the disclosure on pages 23-24, 46 and 145-146.

Our Structure, page 16

2.              We note your disclosure on page 17 that the investor that holds your non-voting preferred stock is entitled to receive preferred distributions in an amount equal to the distributions you receive from a taxable REIT subsidiary with respect to amounts received by that subsidiary from Non-Voting Manager Units owned by it. We also note your disclosure on the same page that your Manager’s Non-Voting Manager Units are held by certain of your existing investors. With a view towards disclosure, please provide us with more information about how the preferred distributions payable on your non-voting preferred stock are calculated.

KREF advises the Staff that certain investors in the private placements of its common stock received Non-Voting Manager Units.  In lieu of receiving Non-Voting Manager Units, KREF issued one investor one share of its special non-voting preferred stock to facilitate compliance by the investor with regulatory requirements applicable to it in its jurisdiction of organization outside of the United States.  The corresponding Non-Voting Manager Units are held by a taxable REIT subsidiary of KREF.  All distributions received by KREF’s subsidiary from these Non-Voting Manager Units are passed through to the investor as preferred distributions on its non-voting preferred stock, less applicable taxes and withholdings.  In response to the Staff’s comment, KREF has revised the disclosure on pages 17 and 175 to clarify the foregoing.

Use of Proceeds, page 81

3.              We note your response to comment 14 in which you state that you believe that your cash on hand of $96.2 million and capital commitments are sufficient to satisfy your $40.0 million commitment to an aggregator vehicle and future funding obligations of $163.9 million as of December 31, 2016 regardless as to whether or when your offering is completed. We also note your disclosure on page 94 which states that you intend to use net proceeds from the remaining $355.3 million of equity capital commitments as of December 31, 2016 ($207.6 million as of February 28, 2017) and from this offering to invest in your target assets. Please reconcile these two statements or revise your Use of Proceeds disclosure to include the $40.0 million commitment to the aggregator vehicle and the future funding obligations of $163.9 million.

KREF intends to use the net proceeds from the remaining $355.3 million of equity capital commitments as of December 31, 2016 ($207.6 million as of March 31, 2017), all of which has now been called and is expected to be contributed prior to completion

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of this offering, to satisfy its $40.0 million equity capital commitment to an aggregator vehicle and future funding obligations of $163.9 million as of December 31, 2016.  KREF intends to use the remainder of such proceeds and from this offering to invest in its target assets.  In response to the Staff’s comment, KREF has revised the disclosure on page 98 relating to its intended use of the remaining equity capital commitments and the net proceeds from this offering.

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

Subsequent Events, page 97

4.              We note your revised disclosure in response to comment 18 in which you disclose that the aggregator vehicle in which you have made a $40.0 million commitment is controlled and advised by affiliates of your Manager. Please revise your disclosure to identify the affiliates of your Manager to which you refer.

In response to the Staff’s comment, KREF has revised the disclosure on page 98 to identify the affiliates of its Manager that control and advise the aggregator vehicle.

Results of Operations, page 98

5.              We note your disclosure on page 18 which states that for purposes of calculating your management fee, Equity is defined, among other things, to include the sum of the net proceeds received by you from all issuances of your or your subsidiaries’ equity securities since inception. Please tell us whether your historical management fee amounts are calculated based on all of your capital commitments or just the portion that have been drawn. If your historical management fee amounts are based on drawn capital commitments only, please disclose this here and in the forepart of your prospectus and explain how this will impact your management fee following the conclusion of your offering.

KREF advises the Staff that the management fee that it has historically paid to its Manager was calculated based on the portion of its equity capital commitments that had been drawn down at the time of the calculation.  In response to the Staff’s comment, KREF has disclosed on pages 18, 98-99 and 167 that the management fee will increase in connection with the drawdown of its remaining equity capital commitments and upon completion of the offering.

Liquidity and Capital Resources

Master Repurchase Agreements, page 103

6.              We note your disclosure on page 100 that as of December 31, 2016 and 2015, the weighted average haircut under your repurchase agreements was 43.6% and 27.9%, respectively. Please expand you disclosure to discuss the reasons for the increase in your weighted average haircut.

3

KREF has corrected the disclosure on pages 103 and 104 to clarify that as of December 31, 2016 and 2015, the weighted average haircut under its repurchase agreements was 28.8% and 27.9%, respectively.

Our Manager and the Management Agreement

Historical Performance of Certain Real Estate Funds Managed by KKR, page 175

7.              We note the description of the historical performance of KKR Real Estate Partners Americas L.P., KKR Real Estate Partners Americas II L.P. and KKR Real Estate Partners Europe L.P. Please balance your disclosure to include any material adverse business developments or conditions experienced by any such program or any such program’s manager and its affiliates that would be material to investors in your company.

In response to the Staff’s comment, KREF has revised the disclosure on pages 176-177 to include additional disclosure regarding these programs.

Performance, page 176

8.              We note your disclosure in footnote 3 on page 169 that “Realizations have not been shown for investment funds that made their first investment more recently than 24 months prior to December 31, 2016....” Please tell us why you have excluded realizations in these circumstances.

KREF has revised footnote 3 on page 177 to remove this statement and to instead clarify that KKR Real Estate Partners Europe L.P. had not had any realizations as of December 31, 2016.

9.              We note your discussion of recycled capital in footnote 4. Please also disclose any other items that would cause the return figures presented on page 169 to differ from the returns that investors in your company will experience. For instance, if management fees for the funds presented on page 169 are only charged on called capital, please discuss that dynamic. Please also describe how you calculated the holding period referenced in footnote 4 and consider including disclosure, if applicable, as to why investors in funds subject to periodic capital calls may place greater importance on such calculation than an investor in your company.

KREF advises the Staff that management fees for the funds presented on page 177 are charged on all committed capital, with a lower fee charged on uncalled capital and a higher fee charged on called capital.  The holding period of a fund is the time from the fund’s inception to the measurement date.  Performance for these funds is determined based on the time at which capital is called and the time at which distributions are made to investors.  In response to the Staff’s comment, KREF has revised the disclosure on page 177 to provide additional information.

4

Index to Financial Statements

Notes to Consolidated Financial Statements December 31, 2016

Note 5. Debt, page F-24

10.       We note that in the table on page F-24 the Final Maturity Dates for the Wells Fargo and Morgan Stanley agreements reflect extension periods that, based on the footnotes, appear to be entirely at the discretion of the lenders. Please clarify whether an extension may be denied even if all covenants and thresholds have been satisfied.

In response to the Staff’s comment, KREF has revised the disclosure on pages 103 and F-24 to clarify that an extension option may be denied by the respective lender even if all covenants and thresholds have been satisfied.  As disclosed in the “Recent Developments” section on page 90, KREF notes that pursuant to the terms of the amended and restated repurchase facility with Wells Fargo that was entered into on April 7, 2017, KREF has the option to extend the term of the facility upon satisfaction of certain covenants and thresholds, and such extension is not subject to the discretion of Wells Fargo.

Note 10. Fair Value of Financial Instruments

Valuation Methodologies, page F-40

11.       We note your response to comment 32, in which you refer to “a quotation [that is] not available or is determined to be unreliable.” Please clarify to us if the hypothetical quotation to which you are referring is from the independent valuation firm or from a broker-dealer. Based upon your response, it appears that in cases where a non-binding quote from a broker-dealer is either 1) not available or 2) determined to be unreliable, you base your valuation on that non-binding broker quote. Please explain this statement, if applicable. In either case, whether you were referring to a quotation from an independent valuation firm or a broker-dealer, please clarify how you would determine that the price obtained is unreliable or an inadequate representation of the fair value of the security.

In valuing its CMBS B-Piece investments, KREF advises the Staff that it uses the unadjusted prices obtained from the independent valuation firm unless a quotation from such firm is not available or KREF determines such quotation to be unreliable or an inadequate representation of the fair value of the CMBS.  KREF’s determination of whether the unadjusted prices obtained are unreliable or an inadequate representation of the fair value of the CMBS is based on consideration given to a number of observable market data points including, but not limited to trading activity in the marketplace of like-kind securities, benchmark security evaluations and bid list results from various sources.  If prices received from the independent valuation firm are inconsistent with values determined in connection with KREF’s independent review, KREF makes inquiries to the independent valuation firm about the prices received and related methods.  In the event KREF determines the price obtained from an independent valuation firm to be unreliable or an inadequate representation of the fair value of the CMBS (based on consideration given to the observable market data points detailed above), KREF then compiles evidence independently and presents the independent valuation firm with such evidence supporting a different value.  As a result, the independent valuation firm may revise their price. However, if KREF continues to disagree with the price from the independent valuation firm, in light of evidence presented that KREF compiled independently and believes to be compelling, KREF considers the quotation unreliable or an inadequate representation of the fair value of the CMBS.

5

KREF has added disclosure on pages 111 and F-40 with respect to the above valuation methodology.

12.       Related to the comment above, please clarify whether you use one of the non-binding quotes, an average of the non-binding quotes, or some other method to determine fair value of the CMBS when multiple quotes are received.

In the event that the quotation from the independent valuation firm is not available or determined to be unreliable or an inadequate representation of the fair value of the CMBS (based on the procedures detailed above), valuations are prepared using inputs based on non-binding broker quotes obtained from independent, well-known, major financial brokers that make markets in CMBS.  In validating any non-binding broker quote used in this circumstance, KREF compares the non-binding quote to the observable market data points (known at such time) used to validate prices received from the independent valuation firm in addition to understanding the valuation methodologies used by the market makers.  These market participants utilize a similar methodology as the independent valuation firm to value each CMBS, with the key input of expected yield determined independently based on both observable and unobservable factors (as described above).  To avoid reliance on any single broker-dealer, KREF receives a minimum of two non-binding quotes, of which the average is used.

13.       We note your response to comment 33. Please clarify what would happen if, in the case of a Positive Assurance Valuation, the independent valuation firm does not conclude that management’s inputs and results are reasonable.

KREF advises the Staff that if a Positive Assurance Valuation is provided to the independent valuation firm for review and the valuation firm does not conclude that management’s inputs and results are reasonable, KREF will ultimately rely solely upon the valuation prepared by the investment personnel of the Manager.  KREF believes that this approach is supported by the review and oversight of the valuation process by KKR’s Real Estate Valuation Committee and Global Valuation Committee.  KKR’s Real Estate Valuation Committee reviews valuation analyses, relevant inputs and assumptions, requests additional information if necessary and approves valuations prior to finalization.  The Global Valuation Committee is responsible for ensuring transparency and consistency, where appropriate, across KKR’s business-specific valuation committees and policies, and reviewing outliers and anomalies, including any disputed or contested valuations.

*         *         *        *         *

6

Please do not hesitate to call Joseph H. Kaufman at 212-455-2948 with any questions or further comments

Mail Stop 3233
April 5, 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.
Registration Statement on Form S-11
Filed April 3, 2017
  File No.  333-217126

Dear Mr. Lee :

We have reviewed your 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 amending your registration statement and providing the
requested information .  If you do not believe our comments 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.

Prospectus Summary

General

1. We note you r response to comment 3 of our prior letter.  We have referred your analysis
to the Division of Investment Management and they will contact you directly when they
have completed their review.  Please feel free to contact Rochelle Plesset in the Division
of Investment Management and engage directly.

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
April 5, 2017
Page 2

 Our Structure, page 16

2. We note your disclosure on page 17 that the investor that holds your non -voting preferred
stock is entitled to receive preferred distributions in an amount equal to the distributions
you receive from a taxable REIT subsidiary with respect to amounts received by that
subsidiary from Non -Voting Manager Units owned by it .  We also note your disclosure
on the same page that your Manager’s Non -Voting Manager Units are held by certain of
your existing investors.  With a view towards disclosure, please provide us with more
information about how the preferred distributions payable on your non -voting preferred
stock are calculated.

Use of Proceeds, page 80

3. We note your response to comment 14 in which you state that you believe  that your cash
on hand of $96.2 million and capital commitments are sufficient to satisfy your $40.0
million commitment to an aggregato r vehicle and future funding obligations of $163.9
million as of December 31, 2016 regardless as to whether or when your offering is
completed.   We also note your disclosure on page 94 which states that you intend to use
net proceeds from the  remaining $355.3 million of equity capital commitments as of
December 31, 2016 ($207.6 mi llion as of February 28, 2017) and from this offering to
invest in your target assets.  Please reconcile these two statements or revise your Use of
Proceeds disclosur e to include the $40.0 million commitment to the aggregator vehicle
and the future funding obligations of $163.9 million .

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

Subsequent Events, page 94

4. We note your revi sed disclosure in response to comment 18 in which you disclose that
the aggregator vehicle in which you have made a $40.0 million commitment is controlled
and advised by affiliates of your Manager.  Please revise your disclosure to identify the
affiliates of your Manager to which you refer.

Results of Operations, page 94

5. We note your disclosure on page 18 which states that for purposes of calculating your
management fee, Equity is defined, among other things, to include the sum of the net
proceeds receive d by you from all issuances of your or your subsidiaries’ equity
securities since inception.  Please tell us whether your historical management fee
amounts are calculated based on all of your capital commitments or just the portion that
have been drawn.  I f your historical management fee amounts are based on drawn capital
commitments only, please disclose this here and in the forepart of your prospectus and
explain how this will impact your management fee following the conclusion of your
offering.

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
April 5, 2017
Page 3

Liquid ity and Capital Resources

Master Repurchase Agreements, page 99

6. We note you r disclosure on page 100 that a s of December 31, 2016 and 2015, the
weighted average haircut under your repurchase agreements was 43.6% and 27.9%,
respectively .  Please expand you  disclosure to discuss the reasons for the increase in your
weighted average haircut.

Our Manager and the Management Agreement

Historical Performance of Certain Real Estate Funds Managed by KKR, page 167

7. We note the description of the historical perfo rmance of KKR Real Estate Partners
Americas L.P. , KKR Real Estate Partners Americas II L.P.  and KKR Real Estate Partners
Europe L.P.   Please balance your disclosure to include any material  adverse business
developments or conditions experienced by any such program or any such program’s
manager and its affiliates that would be material to investors in your company .

Performance, page 168

8. We note your disclosure in footnote 3 on page 169 that “ Realizations have not been
shown for investment funds that made their first investment more recently than 24
months prior to December 31, 2016 ….”  Please tell us why you have excluded
realizations in these circumstances.

9. We note your discussion of recycled capital in footnote 4.  Please also disclose any other
items that would cause the return figures presented on page 169 to differ from the returns
that investors in your company will experience.  For instance, if manageme nt fees for the
funds presented on page 169 are only charged on called capital, please discuss that
dynamic.  Please also describe how you calculated the holding period referenced in
footnote 4 and consider including disclosure, if applicable, as to why in vestors in funds
subject to periodic capital calls may place greater importance on such calculation than an
investor in your company.

Christen E.J. Lee
KKR Real Estate Finance Trust Inc.
April 5, 2017
Page 4

 Index to Financial Statements

Notes to Consolidated F inancial Statements December 31 , 2016

Note 5. Debt , pag e F-24

10. We note that in the table on page F -24 the Final Maturity Dates for the Wells Fargo and
Morgan Stanley agreements reflect extension periods that, based on the footnotes, appear
to be entirely at the discretion of the lenders.  Please clarify whethe r an extension may be
denied even if all covenants and thresholds have been satisfied.

Note 10. Fair Value of Financial Instruments

Valuation Methodologies, page F -40

11. We note your response to comment 32, in which you refer to “a quotation [that is] not
available or is determined to be unreliable.”   Please clarify to us if the hypothetical
quotation to which you are referring is from the independent valuation firm or from a
broker -dealer.  Based upon your response, it appears that in cases where a non -binding
quote from a broker -dealer is either 1) not available or 2) determined to be unreliable,
you base your valuation on that non -binding broker quote.  Please explain this statement,
if applicable.  In either case, whether you were referring to a quotati on from an
independent valuation firm or a broker -dealer, please clarify how you would determine
that the price obtained is unreliable or an inadequate representation of the fair value of
the security.

12. Related to the comment above, please clarify whether you use one of the non -binding
quotes, an average of the non -binding quotes, or some other method to determine fair
value of the CMBS when multiple quotes are received.

13. We note your response to comment 33.   Please clarify what would happen if, in the ca se
of a Positive Assurance Valuation, the independent valuation firm does not conclude that
management’s inputs and results are reasonable.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosure s, 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 r egistration
statement.

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

 You may contact Bill Demarest, Staff Accountant, at (202) 551 -3432 or Kristi Marrone,
Staff Accountant, at (202) 551 -3429 if you have questions regarding comments on the financial
statements and related matters. With respect t o questions relating to our comment regarding the
Investment Company Act, please contact Rochelle Plesset in the Division of Investment
Management at (202) 551 -6840.   Please contact Bryan Hough, Staff Attorney, at (202) 551 -8625
or me at (202) 551 -3758 with any other questions.

Sincerely,

 /s/ Sandra B. Hunter

Sandra B. Hunter
Staff Attorney
Office of Real Estate and
Commodities

cc: Joseph H. Kaufman, Esq.
Simpson Thacher & Bartlett LLP
Via E -mail

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