- Current report filing (8-K)
December 10 2010 - 5:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of
earliest event reported):
December 8, 2010
KKR Financial Holdings LLC
(Exact Name of Registrant as
specified in its charter)
Delaware
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001-33437
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11-3801844
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(State or other
Jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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555
California Street, 50th Floor,
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San
Francisco, California
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94104
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(Address of principal
executive office)
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(Zip Code)
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415-315-3620
Registrants telephone
number, including area code
N/A
(Former name or former
address, if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
On December 8, 2010, KKR Financial
Holdings LLC (the Company) entered into an underwriting agreement (the Underwriting
Agreement) with Morgan Stanley & Co. Incorporated ( the Underwriter) to
issue and sell (the Offering) 18,000,000 shares of the Companys common
shares, no par value, representing limited liability company interests in the
Company and, at the option of the Underwriter, up to an additional 2,700,000
common shares to cover over-allotments, if any. Pursuant to the Underwriting
Agreement, the Underwriter has agreed to purchase such common shares from the
Company at a price of $9.04 per share, resulting in $162,720,000 in gross
proceeds to the Company, before expenses, and $187,128,000 in gross proceeds,
before expenses, if the Underwriter exercises its over-allotment option in
full.
The Offering is being made pursuant
to the Companys effective shelf registration statement on Form S-3
(Registration No. 333-167479) and a related prospectus, including the related
prospectus supplement, filed with the Securities and Exchange Commission on
December 10, 2010.
The Underwriting Agreement is
attached hereto as Exhibit 1.1 and is incorporated by reference. The foregoing description of the terms of the
Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The following documents are attached
as exhibits to this Current Report on Form 8-K:
Exhibit
Number
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Description
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1.1
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Underwriting
Agreement, dated as of December 8, 2010, among the Company, KKR Financial
Advisors LLC and Morgan Stanley & Co. Incorporated.
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99.1
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Opinion
of Richards, Layton & Finger, P.A., relating to the validity of the
common shares.
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99.2
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Consent
of Richards, Layton & Finger, P.A., (Contained in Exhibit 99.1)
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
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KKR FINANCIAL HOLDINGS LLC
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By:
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/s/ MICHAEL R. MCFERRAN
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Name:
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Michael R. McFerran
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Title:
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Chief Financial Officer
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Date: December 10, 2010
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