-----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, BC0QrN2LI4P+VreA6omNkZLtPY/KnW+cjq2kU7DhGH/4KGjB6JLF7oiPnf4GtSzm WNr4TppXNS8L3xVm4ZCfYw== 0001104659-10-056066.txt : 20101104 0001104659-10-056066.hdr.sgml : 20101104 20101104161908 ACCESSION NUMBER: 0001104659-10-056066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101104 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101104 DATE AS OF CHANGE: 20101104 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: 101165179 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 a10-20439_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): November 4, 2010

 

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 2.02  Results of Operations and Financial Condition.

 

On November 4, 2010, KKR Financial Holdings LLC (the “Company”) issued an earnings release announcing its financial results for the third quarter ended September 30, 2010. A copy of the earnings release is attached as Exhibit 99.1.

 

The information contained in this current report and the attached press release is “furnished” but not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

ITEM 8.01  Other Events.

 

On November 4, 2010, the Company announced that its board of directors declared a cash distribution of $0.14 per common share on November 3, 2010. The distribution is payable on December 1, 2010 to common shareholders of record as of the close of business on November 17, 2010.

 

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 INDEX

 

Exhibit
Number

 

Description

99.1

 

Earnings release regarding the financial results for the third quarter ended September 30, 2010.

 

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This current report and the attached press release contain 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 are based on information available to the Company as of the date of this current report and actual results may differ.  These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond the Company’s control.  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 Company’s business in general, please refer to the Company’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on March 1, 2010 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed with the SEC on November 4, 2010.

 

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:  November 4, 2010

 

/s/ MICHAEL R. MCFERRAN

 

By:

Michael R. McFerran

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

3


EX-99.1 2 a10-20439_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Investor Contact

 

Media Contact

Laurie Poggi

 

Peter McKillop/Kristi Huller

415-315-3718

 

media@kkr.com

 

 

212-750-8300

 

KKR Financial Holdings LLC Announces Third Quarter 2010 Financial Results and

Quarterly Distribution of $0.14 per Common Share

 

SAN FRANCISCO, CA, November 4, 2010—KKR Financial Holdings LLC (NYSE: KFN) (“KFN” or the “Company”) today announced its results for the third quarter ended September 30, 2010.

 

Third Quarter 2010 Highlights

 

·                  Net income for the three months ended September 30, 2010 of $82.3 million, or $0.52 per diluted common share.

 

·                  Declared a cash distribution of $0.14 per common share for the third quarter of 2010.

 

·                  Book value of $8.60 per share as of September 30, 2010, an increase of $0.52 from $8.08 as of June 30, 2010.

 

For the three and nine months ended September 30, 2010, KFN reported net income of $82.3 million, or $0.52 per diluted common share, and $292.9 million, or $1.85 per diluted common share, respectively. For the three and nine months ended September 30, 2009, net income totaled $67.2 million, or $0.42 per diluted common share, and $74.8 million, or $0.49 per diluted common share, respectively.

 

KFN’s third quarter 2010 results reflect net investment income of $78.3 million, other income of $26.6 million and non-investment expenses of $22.2 million. Net investment income of $78.3 million for the three months ended September 30, 2010 reflects an increase in net investment income of $5.6 million from $72.7 million for the three months ended September 30, 2009. Additionally, net investment income for the three months ended September 30, 2010 includes a provision for loan losses of $8.1 million as compared to nil for the three months ended September 30, 2009. Other income of $26.6 million for the three months ended September 30, 2010 reflects an increase of $13.6 million from $13.0 million for the three months ended September 30, 2009 that is primarily attributable to realized gains from the sales of certain corporate debt holdings during quarter ended September 30, 2010.

 

Distributions

 

On November 3, 2010, the Company’s board of directors declared a cash distribution of $0.14 per common share for the quarter ended September 30, 2010. The distribution is payable on December 1, 2010 to common shareholders of record as of the close of business on November 17, 2010.

 

Portfolio Review and CLO Subsidiaries

 

The Company’s portfolio primarily consists of below investment grade corporate loans, often referred to as syndicated bank loans or leveraged loans, and high yield debt securities. These holdings have an aggregate par balance of $8.0 billion and an aggregate estimated fair value of $7.3 billion as of September 30, 2010.  Accordingly, the Company’s corporate debt portfolio had a market value of 92% of par value as of September 30, 2010 and the Company’s corporate debt portfolio had a carrying value on the Company’s balance sheet of 92% of par value as of September 30, 2010.

 

The majority of the Company’s portfolio is held through its collateralized loan obligation (“CLO”) subsidiaries that are structured as on-balance sheet securitizations and are used as long term financing for its portfolio assets. As of September 30, 2010, the Company’s CLOs held corporate debt securities and loans with an aggregate par balance of $7.3 billion and an estimated fair value of $6.8 billion. In comparison, the Company’s CLOs held corporate debt securities and loans with an aggregate par balance of $7.4 billion (estimated fair value of $6.7 billion) and $7.4 billion (estimated fair value of $6.6 billion) as of June 30, 2010 and December 31, 2009, respectively.

 

As of September 30, 2010, the Company’s corporate debt securities and loans not held in CLOs had an aggregate par of $703.2 million and an estimated fair value of $569.4 million. In comparison, the aggregate par value of the Company’s corporate debt securities and loans not held in CLOs totaled $681.5 million (estimated fair value of $532.9 million) and $759.6 million (estimated fair value of $588.5 million) as of June 30, 2010 and December 31, 2009, respectively.

 



 

Book Value

 

The Company’s book value per common share increased to $8.60 as of September 30, 2010 from $8.08 as of June 30, 2010 and $7.37 as of December 31, 2009. The increase in book value per share of $0.52 from June 30, 2010 is primarily attributable to net income of $82.3 million for the three months ended September 30, 2010 and an increase in accumulated other comprehensive income, a component of shareholders’ equity, primarily due to appreciation in the estimated fair values of high yield debt securities.

 

Information for Investors: Conference Call and Webcast

 

The Company will host a conference call and audio webcast to review its results for the third quarter ended September 30, 2010 on November 4, 2010, at 5:00 p.m. EDT. The conference call may be accessed by dialing (888) 312-9863 (Domestic) or (719) 325-2237 (International); a pass code is not required. A telephonic replay of the call will be available through November 18, 2010 by dialing (888) 203-1112 (Domestic) and (719) 457-0820 (International) / pass code 1543768. Supplemental materials that will be discussed during the call and the live audio web cast will be available in the Investor Relations section of the Company’s website at http://www.kkr.com/kfn_ir/kfn_events.cfm. An audio replay of the web cast will be archived in the Investor Relations section of the Company’s website.

 

From time to time the Company may use its website as a channel of distribution of material company information. Financial and other important information regarding the Company is routinely posted on and accessible at the Investor Relations section for KFN at www.kkr.com. In addition, you may automatically receive email alerts and other information about the Company by enrolling your email by visiting the “Email Alerts” area in KFN’s Investor Relations section.

 

About KKR Financial Holdings LLC

 

KKR Financial Holdings LLC is a publicly traded specialty finance company. KFN’s core business strategy focuses on corporate debt throughout the capital structure with a particular emphasis on debt issued by large capitalization firms with broad geographic and product offerings. KFN executes its core business strategy through its majority-owned subsidiaries. Additionally, KFN has made or may make investments in other asset classes including natural resources and real estate. KKR Financial Holdings LLC is externally managed by KKR Financial Advisors LLC, a wholly-owned subsidiary of KKR Asset Management LLC (formerly known as Kohlberg Kravis Roberts & Co. (Fixed Income) LLC), which is a wholly-owned subsidiary of Kohlberg Kravis Roberts & Co. L.P. Additional information regarding KKR Financial Holdings LLC is available at http://www.kkr.com.

 

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This 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 are based on information available to the Company as of the date of this press release and actual results may differ. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond the Company’s control. Any forward-looking statements speak only as of the date of this press release 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 Company’s business in general, please refer to the Company’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on March 1, 2010 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed with the SEC on November 4, 2010.

 



 

Schedule I

KKR Financial Holdings LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands, except per share information)

 

 

 

For the three
months ended
September 30,
2010

 

For the three
months ended
September 30,
2009

 

For the nine
months ended
September 30,
2010

 

For the nine
months ended
September 30,
2009

 

Net investment income:

 

 

 

 

 

 

 

 

 

Loan interest income

 

$

96,814

 

$

113,460

 

$

282,812

 

$

364,583

 

Securities interest income

 

25,406

 

21,701

 

79,067

 

73,805

 

Other interest income

 

29

 

75

 

2,086

 

824

 

Total investment income

 

122,249

 

135,236

 

363,965

 

439,212

 

Interest expense

 

30,051

 

57,340

 

100,402

 

219,625

 

Interest expense to affiliates

 

5,791

 

5,171

 

17,072

 

16,355

 

Provision for loan losses

 

8,087

 

 

8,087

 

39,795

 

Net investment income

 

78,320

 

72,725

 

238,404

 

163,437

 

Other income (loss):

 

 

 

 

 

 

 

 

 

Net realized and unrealized gain (loss) on investments

 

19,441

 

21,181

 

83,803

 

(85,576

)

Net realized and unrealized gain (loss) on derivatives and foreign exchange

 

3,831

 

19,930

 

(3,437

)

58,831

 

Net realized and unrealized gain (loss) on residential mortgage-backed securities, residential mortgage loans, and residential mortgage-backed securities issued, carried at estimated fair value

 

1,492

 

(17,681

)

(7,764

)

(44,545

)

Net realized and unrealized (loss) gain on securities sold, not yet purchased

 

 

(996

)

(756

)

2,920

 

Net (loss) gain on restructuring and extinguishment of debt

 

 

(10,627

)

39,999

 

30,836

 

Other income

 

1,863

 

1,239

 

9,085

 

4,150

 

Total other income (loss):

 

26,627

 

13,046

 

120,930

 

(33,384

)

Non-investment expenses:

 

 

 

 

 

 

 

 

 

Related party management compensation

 

17,551

 

14,616

 

52,518

 

36,132

 

General, administrative and directors expenses

 

3,561

 

1,539

 

10,127

 

6,917

 

Professional services

 

1,041

 

441

 

3,335

 

5,916

 

Loan servicing

 

 

1,925

 

 

6,117

 

Total non-investment expenses

 

22,153

 

18,521

 

65,980

 

55,082

 

Income before income tax expense

 

82,794

 

67,250

 

293,354

 

74,971

 

Income tax expense

 

452

 

63

 

489

 

151

 

Net income

 

$

82,342

 

$

67,187

 

292,865

 

$

74,820

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.52

 

$

0.42

 

$

1.85

 

$

0.49

 

Diluted

 

$

0.52

 

$

0.42

 

$

1.85

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

157,057

 

156,997

 

157,018

 

152,664

 

Diluted

 

157,461

 

156,997

 

157,294

 

152,664

 

Distributions declared per common shares

 

$

0.12

 

$

 

$

0.29

 

$

 

 



 

Schedule II

KKR Financial Holdings LLC

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Amounts in thousands, except share information)

 

 

 

September 30,
2010

 

December 31,
2009

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

96,991

 

$

97,086

 

Restricted cash and cash equivalents

 

365,220

 

342,706

 

Securities available-for-sale, $727,485 and $740,949 pledged as collateral as of September 30, 2010 and December 31, 2009, respectively

 

849,022

 

755,686

 

Corporate loans, net of allowance for loan losses of $209,030 and $237,308 as of September 30, 2010 and December 31, 2009, respectively

 

5,815,544

 

5,617,925

 

Corporate loans held for sale

 

667,196

 

925,718

 

Residential mortgage-backed securities, at estimated fair value, $4,235 and $47,572 pledged as collateral as of September 30, 2010 and December 31, 2009, respectively

 

106,252

 

47,572

 

Residential mortgage loans, at estimated fair value

 

 

2,097,699

 

Equity investments, at estimated fair value, $13,286 and $110,812 pledged as collateral as of September 30, 2010 and December 31, 2009, respectively

 

84,307

 

120,269

 

Derivative assets

 

20,004

 

15,784

 

Interest and principal receivable

 

83,195

 

98,313

 

Reverse repurchase agreements

 

 

80,250

 

Other assets

 

72,325

 

100,997

 

Total assets

 

$

8,160,056

 

$

10,300,005

 

Liabilities

 

 

 

 

 

Collateralized loan obligation secured notes

 

$

5,630,141

 

$

5,667,716

 

Collateralized loan obligation junior secured notes to affiliates

 

371,062

 

533,786

 

Senior secured credit facility

 

 

175,000

 

Convertible senior notes

 

343,863

 

275,800

 

Junior subordinated notes

 

283,517

 

283,517

 

Residential mortgage-backed securities issued, at estimated fair value

 

 

2,034,772

 

Accounts payable, accrued expenses and other liabilities

 

27,312

 

7,240

 

Accrued interest payable

 

17,538

 

25,297

 

Accrued interest payable to affiliates

 

3,846

 

2,911

 

Related party payable

 

12,431

 

3,367

 

Securities sold, not yet purchased

 

 

77,971

 

Derivative liabilities

 

108,697

 

45,970

 

Total liabilities

 

6,798,407

 

9,133,347

 

Shareholders’ Equity

 

 

 

 

 

Preferred shares, no par value, 50,000,000 shares authorized and none issued and outstanding at September 30, 2010 and December 31, 2009

 

 

 

Common shares, no par value, 500,000,000 shares authorized, and 158,412,565 and 158,359,757 shares issued and outstanding at September 30, 2010 and December 31, 2009, respectively

 

 

 

Paid-in-capital

 

2,578,945

 

2,563,634

 

Accumulated other comprehensive income

 

85,474

 

152,728

 

Accumulated deficit

 

(1,302,770

)

(1,549,704

)

Total shareholders’ equity

 

1,361,649

 

1,166,658

 

Total liabilities and shareholders’ equity

 

$

8,160,056

 

$

10,300,005

 

 


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