- Securities Registration (section 12(b)) (8-A12B)
November 15 2011 - 12:37PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 15, 2011
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 of
incorporation)
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(Commission File Number)
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(I.R.S. Employer 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 offices)
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(Zip Code)
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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8.375% Senior Notes due 2041
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.
x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.
o
Securities Act registration statement file number to which this form relates:
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333-167479
(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1:
Description of Registrants Securities to be Registered
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The descriptions of
the 8.375% Senior Notes due 2041 of KKR Financial Holdings LLC (the Company)
contained in (i) the section captioned Description of Senior Notes and Guarantees in the Prospectus
dated November 7, 2011 (the Prospectus), which was filed by the Company and certain of its affiliates in an immediately effective post-effective amendment under Rule 462(e) under the Securities Act of 1933, as amended (the Securities Act), to the Companys Registrants Registration Statement on
Form S-3 (No. 333-167479) and (ii) the section captioned Description of the Notes in the supplement to the Prospectus dated November 7, 2011,
filed pursuant to Rule 424(b) under the Securities Act
, are each incorporated herein by reference.
Item 2:
Exhibits
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1.
Amended and Restated Operating Agreement of the Registrant, dated May 3, 2007, as amended May 7, 2009 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q (File No. 001-33437) filed with the SEC on August 6, 2009).
2.
Amendment No. 1 to the Amended and Restated Operating Agreement of the Registrant, dated February 28, 2010 (incorporated by reference to Exhibit 3.2 to our Annual Report on Form 10-K (File No. 001-33437) filed with the SEC on March 1, 2010).
3.
Form of certificate evidencing common shares in KKR Financial Holdings LLC (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-3 (No. 333-167479) filed with the SEC on June 11, 2010).
4.
Indenture dated as of November 15, 2011 between the Company and Wilmington Trust, National Association, as Trustee
(incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 15, 2011).
5.
First Supplemental
Indenture dated as of November 15, 2011 among the Company, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Authenticating Agent, Paying Agent and Security Registrar
(incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on November 15, 2011).
6.
Form of 8.375% Senior Note due 2041 (included in Exhibit 5 hereto).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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KKR FINANCIAL HOLDINGS LLC
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Date: November 15, 2011
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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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3
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