-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WHJcooFH0XJUwDf7UolfUEdSdJZrGWJsuE90oLkd8WmABqxY+F2ro+PNrIDZjrot ir2aalMCe9KW45JvFzMgww== 0001104659-08-023276.txt : 20080408 0001104659-08-023276.hdr.sgml : 20080408 20080408172655 ACCESSION NUMBER: 0001104659-08-023276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080408 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080408 DATE AS OF CHANGE: 20080408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KKR Financial Holdings LLC CENTRAL INDEX KEY: 0001386926 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 113801844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33437 FILM NUMBER: 08746036 BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA STREET, 50TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: (415) 315-3620 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET, 50TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 8-K 1 a08-10385_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 8, 2008

 

KKR Financial Holdings LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33437

 

11-3801844

(State or other jurisdiction
of incorporation)

 

(Commission File
Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

555 California Street, 50th Floor

 

 

San Francisco, California

 

94104

(Address of principal executive offices)

 

(Zip Code)

 

415-315-3620

(Registrant’s 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 240.13e-4(c))

 

 



 

ITEM 7.01

 

Regulation FD Disclosure.

 

On April 8, 2008, KKR Financial Holdings LLC (the “Company”) completed its previously announced public offering of 30 million common shares at $11.85 per common share (the “Offering”).  In addition, the Company announced that the underwriters for the Offering exercised the over-allotment option granted to them to purchase an additional 4.5 million common shares (the “Over-Allotment Option”), which purchase was also completed.  The Company received net proceeds of approximately $383.5 million collectively from the Offering and the exercise of the Over-Allotment Option.

 

A Prospectus Supplement and accompanying Prospectus relating to the Offering, including certain information relating to the Company’s 2008 first quarter financial performance, was filed on April 4, 2008 with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”).

 

A copy of the press release announcing the completion of the Offering and exercise by the underwriters of the Over-Allotment Option is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference solely for the purpose of this Item 7.01.

 

The information in this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act.

 

ITEM 9.01

 

Financial Statements and Exhibits.

 

Exhibit 99.1

 

Press Release, dated April 8, 2008, announcing the completion of the Offering and exercise by the underwriters of the Over-Allotment Option.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

KKR Financial Holdings LLC
(Registrant)

 

 

 

 

 

 

 

 

Date: April 8, 2008

 

 

/s/ JEFFREY B. VAN HORN

 

 

By:

Jeffrey B. Van Horn

 

 

 

Chief Financial Officer

 

 

 

(Principal Financial and Accounting Officer)

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release, dated April 8, 2008, announcing the completion of the Offering and exercise by the underwriters of the Over-Allotment Option.

 

4


EX-99.1 2 a08-10385_1ex99d1.htm EX-99.1

Exhibit 99.1

 

KKR FINANCIAL HOLDINGS LLC ANNOUNCES
COMPLETION OF 34,500,000 COMMON SHARE OFFERING INCLUDING
FULL EXERCISE BY THE UNDERWRITERS OF OVER-ALLOTMENT OPTION

 

SAN FRANCISCO –April 8, 2008 – KKR Financial Holdings LLC (NYSE: KFN) (the “Company”) today announced it had completed its previously announced public offering of 30 million common shares at $11.85 per common share (the “Offering”).  In addition, the Company announced that the underwriters for the Offering, as described below, exercised the over-allotment option granted to them to purchase an additional 4.5 million common shares (the “Over-Allotment Option”), which purchase was also completed.  The Company received net proceeds of approximately $383.5 million collectively from the Offering and the exercise of the Over-Allotment Option.

 

The underwriters for the Offering are Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, KKR Capital Markets LLC, JMP Securities LLC, Sandler O’Neill & Partners, L.P. and Friedman, Billings, Ramsey & Co., Inc.

 

A registration statement on Form S-3 relating to these common shares was filed with the Securities and Exchange Commission (“SEC”) and became effective upon filing.  A Prospectus Supplement and accompanying Prospectus relating to the Offering was filed on April 4, 2008 with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended.

 

Copies of the Prospectus Supplement and accompanying Prospectus may be obtained from: Merrill Lynch, Pierce, Fenner & Smith Incorporated, 250 Vesey Street, New York, NY 10080 (telephone: (212) 499-1000), Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220 (telephone: (718) 765-6732; fax: (718) 765-6734), Morgan Stanley & Co. Incorporated, 180 Varick Street 2/F, New York, NY 10014 (telephone: (866) 718-1649) or by e-mail to prospectus@morganstanley.com and Banc of America Securities LLC, Capital Markets Operations, 100 West 33rd Street, 3rd Floor, New York, NY 10001 or by e-mail to dg.prospectus_distribution@bofasec urities.com.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Investor Relations:

 

Laurie L. Poggi

KKR Financial

(415)315-3718

 

Media:

 

Roanne Kulakoff/Joseph Kuo

Kekst and Company

(212)521-4837/4863

 


-----END PRIVACY-ENHANCED MESSAGE-----