- Current report filing (8-K)
12 January 2010 - 9:24AM
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):
January 11, 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
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, 50
th
Floor, 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.
Consent
and
Amend
ment
No. 2
to the Credit Agreement
On
January
11, 2010, KKR Financial Holdings LLC (KFN or the Company)
entered into
a Consent and
Amendment No. 2
(the Amendment) to the Credit Agreement (the Credit Agreement) by an
d
among the Company, KKR TRS Holdings, Ltd., KKR Financial Holdings II,
LLC, KKR Financial Holdings III, LLC, KKR Financial Holdings, Inc., KKR
Financial Holdings, Ltd., KKR Financial CLO 2009-1, Ltd.,
the lenders party thereto (the Lenders)
and Bank of America, N.A.,
as Administrative Agent.
In connection with entering
into the Amendment, the Company obtained the consent of the
L
enders to facilitate the issuance of
the
Notes (as defined below)
by the Company pursuant to the Prospectus
Supplement (as defined below) and the use of substantially all of the proceeds
from the offering to repurchase or repay all or a portion of the Companys
existing senior indebtedness, with the remaining proceeds to be used for
general corporate purposes. The
Amendment also provides that (i) the provision limiting certain annual
distributions to the holders of
the
Companys
common shares to an amount not greater than 50% of taxable income does
not limit the $50 million of unrestricted cash that
the
Company
may use to repurchase convertible debt and/or outstanding trust
preferred securities and (ii)
the
Company
may make any scheduled payments in respect of convertible debt and
outstanding trust preferred securities.
The other material terms of the Credit Agreement remain unchanged.
The description of the
Amendment contained herein is qualified in its entirety by reference to the
Amendment, a copy of which is filed herewith as Exhibit 10.1 and is
incorporated herein by reference.
Item 8.01 Other Events.
On
January 11, 2010, the Company issued a press release related to its
offering of $125 million of Convertible Senior Notes due 2017 (the Notes). A copy of this press release is attached to
this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
In
connection with the Companys offering of the Notes, on January 11, 2010,
the Company filed a preliminary prospectus supplement, dated January 11,
2010 (the Prospectus Supplement), to the prospectus contained in the Companys
Registration Statement on Form S-3 (Registration No. 333-143541). The Prospectus Supplement contains an updated
description of the risks and uncertainties faced by the Company. The Company is filing the updated risk
factors as Exhibit 99.2 hereto for the purpose of updating the risk factor
disclosure contained in the Companys periodic reports pursuant to the
Securities Exchange Act of 1934, as amended.
In addition, the Companys Prospectus Supplement includes an updated
version of the Companys ratios of earnings to fixed charges. The Company is filing the updated computation
of such ratios of earnings to fixed charges for the fiscal years and periods as
set forth therein as Exhibit 12.1 hereto.
2
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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10.1
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Consent and
Amendment No. 2 to
the Credit Agreement
, dated as January 11,
2010,
by an
d
among
KKR Financial Holdings LLC
, KKR TRS Holdings, Ltd.,
KKR Financial Holdings II, LLC, KKR Financial Holdings III, LLC, KKR
Financial Holdings, Inc., KKR Financial Holdings, Ltd., KKR Financial
CLO 2009-1, Ltd.,
as Borrower, the Lenders party
thereto,
and Bank of America, N.A., as Administrative Agent
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12.1
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Computation
of Ratios of Earnings to Fixed Charges
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99.1
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KKR
Financial Holdings LLC Announces Launch of $125 Million Offering of
Convertible Senior Notes
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99.2
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Risk
Factors
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Safe Harbor Statement Under the
Private Securities Litigation Reform Act of 1995:
This current report and the
attached press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but
are not limited to, statements related to the proposed offering of the Notes
and the anticipated use of proceeds therefrom.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors discussed in the Companys filings with the
SEC. Any forward-looking statements
speak only as of the date of this current report and the Company expressly
disclaims any obligation to update or revise any of them to reflect actual
results, any changes in expectations or any change in events. If the Company does update one or more
forward-looking statements, no inference should be drawn that it will make
additional updates with respect to those or other forward-looking statements.
For additional information concerning risks, uncertainties and other factors
that may cause actual results to differ from those anticipated in the
forward-looking statements, and risks to the Companys business in general,
please refer to the Companys SEC filings, including (i) its preliminary
prospectus supplement, filed with the SEC on the date hereof, (ii) its
Annual Report on Form 10-K for the fiscal year ended December 31,
2008, filed with the SEC on March 2, 2009 and (iii) its Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2009, filed with the SEC on November 5, 2009.
3
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/ JEFFREY B. VAN HORN
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Name:
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Jeffrey
B. Van Horn
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Title:
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Chief
Financial Officer
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Date: January 11,
2010
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4
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