- Current report filing (8-K)
May 03 2010 - 4:30PM
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):
April 29,
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.
Credit Agreement
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. The Credit Agreement provides for a
four-year $210 million asset-based revolving credit facility (the Facility).
The Facility is subject, among other things, to the terms of a borrowing base
derived from the value of eligible specified financial assets. The borrowing base is subject to certain caps
and concentration limits customary for financings of this type. The Borrowers may obtain additional
commitments under the Facility so long as the aggregate amount of commitments
at any time does not exceed $600 million.
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 (LIBOR) 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 is attached hereto as Exhibit 10.1 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.
Item
5.07 Submission of Matters
to a Vote of Security Holders.
The annual meeting of holders of common shares of the Company was held on
April 29, 2010, and the matters voted upon at the annual meeting and the
results of the votes were as follows:
(a) The nominees named
below were elected to serve as members of the board of directors of the Company
until the next annual meeting of the holders of common shares and until their
respective successors are duly elected and qualify, and the voting results were
as follows:
Nominee
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Votes
For
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Withheld
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Broker
Non-Votes
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Tracy L. Collins
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88,653,374
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248,048
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45,384,701
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Vincent Paul Finigan
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88,640,684
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260,738
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45,384,701
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Paul M. Hazen
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88,493,474
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407,948
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45,384,701
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R. Glenn Hubbard
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88,653,548
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247,874
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45,384,701
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Ross J. Kari
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88,658,937
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242,485
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45,384,701
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Ely L. Licht
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88,518,005
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383,417
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45,384,701
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Deborah H. McAneny
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88,656,609
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244,813
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45,384,701
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Scott C. Nuttall
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88,661,126
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240,296
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45,384,701
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Scott A. Ryles
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88,650,908
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250,514
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45,384,701
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William C. Sonneborn
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88,665,145
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236,277
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45,384,701
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Willy R. Strothotte
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88,654,078
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247,344
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45,384,701
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(b) The appointment of
Deloitte & Touche LLP as the independent registered public accounting
firm of the Company for the fiscal year ending December 31, 2010 was
ratified, and the voting results were as follows:
Votes For
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Votes Against
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Abstentions
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133,701,960
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291,614
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292,549
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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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Form of Credit
Agreement, dated as of May 3, 2010, by and among the Borrowers,
Citibank, N.A., Bank of America, N.A., Deutsche Bank AG New York Branch and
Morgan Stanley Bank, N.A.
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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 3, 2010
3
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