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): February 14 , 2019
 
HUNT COMPANIES FINANCE TRUST, INC.
(Exact name of registrant as specified in its charter)
 
Maryland
 
001-35845
 
45-4966519
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification
Number)
 
230 Park Avenue, 19th Floor
New York, New York 10169
(Address of principal executive offices)
 
(212) 521-6323
(Registrant’s telephone number, including area code)
 
Not applicable
(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):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

Item 5.03            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 15, 2019, Hunt Companies Finance Trust, Inc. (the “ Company ”) filed that certain Articles Supplementary (the “ Articles Supplementary ”) with the State Department of Assessments and Taxation for the State of Maryland which, effective as of February 15, 2019, reclassifies all of the previously authorized and issued shares of the 8.75% Series A Cumulative Redeemable Preferred Stock (“ Series A Preferred Stock ”) of the Company as authorized and unissued shares of the Company’s preferred stock, $0.01 par value per share, without designation of a class or series.
The Articles Supplementary is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01            Other Events.
On February 14, 2019, the Company completed its previously announced redemption of all of its Series A Preferred Stock using the proceeds of the delayed draw credit facility that was previously entered into on January 15, 2019 (as previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2019).  The redemption triggered the filing of the Articles Supplementary with respect to the Series A Preferred Stock.  Following the redemption of the Series A Preferred Stock, no shares of the Series A Preferred Stock remain outstanding and the Series A Preferred Stock will be delisted from the New York Stock Exchange.
Item 9.01            Financial Statements and Exhibits
(d) Exhibits.  
Exhibit No.
3.1
 
 
 
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.
 
 
HUNT COMPANIES FINANCE TRUST, INC.
 
 
 
 
 
 
 
 
Date: February 19, 2019
By:
/s/ James A. Briggs  
 
 
James A. Briggs
 
 
 
Interim Chief Financial Officer
 
 


EXHIBIT 3.1

HUNT COMPANIES FINANCE TRUST, INC.

ARTICLES SUPPLEMENTARY

Hunt Companies Finance Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) as follows:

FIRST :  Under power set forth in Article VI of the charter of the Corporation, the board of directors of the Corporation by duly adopted resolutions has reclassified as authorized and unissued shares of the Corporation’s preferred stock, $0.01 par value per share, without designation of a class or series, all the 1,610,000 shares of preferred stock that were classified as “8.75% Series A Cumulative Redeemable Preferred Stock” pursuant to Articles Supplementary of the Corporation accepted for record by the SDAT on December 20, 2013, as amended by Articles of Amendment of the Corporation accepted for record by the SDAT on May 22, 2014, none of which shares are issued and outstanding.

SECOND :  The reclassification of authorized but unissued shares as set forth in these Articles Supplementary does not increase the authorized capital of the Corporation or the aggregate par value thereof.

THIRD :  These Articles Supplementary have been approved by the board of directors of the Corporation in the manner and vote required by the Maryland General Corporation Law.

FOURTH :  The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, those matters and facts as set forth herein are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 15 th day of February, 2019.

ATTEST:
 
HUNT COMPANIES FINANCE TRUST, INC.
 
       
       
/s/ David Oston
 
/s/ Michael Larsen (SEAL)
 
David Oston
 
Michael Larsen
 
Secretary
 
President