- Current report filing (8-K)
05 May 2010 - 11:01PM
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):
May 5, 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.
As
previously disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the SEC) on May 3, 2010, KKR
Financial Holdings LLC (the Company) and certain of its subsidiaries
(collectively, the Borrowers) entered into a Credit Agreement (the Credit
Agreement) with Citibank, N.A., Bank of America, N.A., Deutsche Bank AG New
York Branch and Morgan Stanley Bank, N.A., providing for a four-year $210
million asset-based revolving credit facility (the Facility).
On
May 5, 2010, the Borrowers exercised the accordion feature of the Facility
and obtained additional commitments of $40 million from SG Americas Securities,
LLC, bringing the total amount of commitments under the Facility to $250
million.
As
previously disclosed, the Borrowers have the right to prepay loans under the
Facility in whole or in part at any time. All amounts borrowed under the Credit
Agreement must be repaid on or before May 3, 2014. Initial borrowings under the Credit Agreement
are subject to, among other things, the substantially concurrent repayment by
the Borrowers of all amounts due and owing under the Companys existing credit facility
and such facilitys effective termination.
Loans under the Credit Agreement bear interest, at the Borrowers
option, at a rate equal to the London interbank offered rate plus 3.25% per
annum or an alternate base rate. Ongoing extensions of credit under the Credit
Agreement are subject to customary conditions, including sufficient
availability under the borrowing base.
The Credit Agreement also contains covenants that require the Borrowers
to satisfy a net worth financial test and maintain certain ratios relating to
collateral coverage and leverage. In addition, the Credit Agreement contains
customary negative covenants applicable to the Borrowers and their
subsidiaries, including negative covenants that restrict the ability of such
entities to, among other things, (i) incur additional indebtedness, (ii) allow
certain liens to attach to such entities assets, and (iii) make
distributions to holders of common shares in excess of 65% of the Companys
annual taxable income or make certain other restricted payments. The Credit Agreement also includes other
covenants, representations, warranties, indemnities and events of default, that
are customary for facilities of this type, including events of default relating
to a change of control.
The
summary of the foregoing transactions is qualified in its entirety by reference
to the text of the Credit Agreement, the form of which was attached as Exhibit 10.1
to the Companys Current Report on Form 8-K filed with the SEC on May 3,
2010 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth
above under Item 1.01 of this Current Report on Form 8-K is hereby
incorporated by reference into this Item 2.03.
Item 3.03 Material Modification to Rights
of Security Holders.
The
information set forth above under Item 1.01 of this Current Report on Form 8-K
is hereby incorporated by reference into this Item 3.03.
2
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: May 5, 2010
3
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