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): June 20, 2018
TREMONT MORTGAGE TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
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001-38199 |
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82-1719041 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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Two Newton Place, 255 Washington Street, Suite 300
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02458-1634 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
617-796-8317
(Registrant’s Telephone Number, Including Area Code)
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:
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))
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 x
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. o
In this Current Report on Form 8-K, the terms “we”, “us”, “our” and “the Company” refer to Tremont Mortgage Trust.
Item 8.01. Other Events.
On June 20, 2018, our manager, Tremont Realty Advisors LLC, agreed to waive our payment of the management fee, as defined, under our management agreement for the period beginning July 1, 2018 and ending June 30, 2020. In addition, no incentive fee, as defined, under our management agreement will be paid or payable by us for the 2018 or 2019 calendar years.
The foregoing references to our management agreement and the waiver are qualified in their entirety by reference to the full text of those documents, copies of which are incorporated by reference or attached as Exhibits 10.1 and 99.1 to this Current Report on Form 8-K.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, “WILL”, “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
· THE FEE WAIVERS THAT WE HAVE OBTAINED FROM OUR MANAGER ARE SUBJECT TO CONDITIONS, INCLUDING THAT OUR MANAGEMENT AGREEMENT REMAINS IN EFFECT.
THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SEC, INCLUDING UNDER “RISK FACTORS” IN OUR PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
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10.1 |
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99.1 |
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SIGNATURES
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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TREMONT MORTGAGE TRUST |
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By: |
/s/ G. Douglas Lanois |
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Name: |
G. Douglas Lanois |
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Title: |
Chief Financial Officer and Treasurer |
Date: June 20, 2018
[TREMONT REALTY ADVISORS]
June 20, 2018
Tremont Mortgage Trust
255 Washington Street
Newton, MA 02458
Attn: David M. Blackman, CEO
Management Agreement
dated as of September 18, 2017
Ladies and Gentlemen:
Reference is made to the captioned management agreement (the “Management Agreement”). Capitalized terms used and not otherwise defined in this letter are used with the meanings ascribed to such terms in the Management Agreement.
The purpose of this letter is to confirm that the Manager agrees to waive payment of the Management Fee for the period beginning July 1, 2018 and ending June 30, 2020. This waiver is conditioned upon the Management Agreement remaining in full force and effect through the Initial Term, no Material Breach occurring and no change in Control of the Company occurring. It is understood and agreed that any calculation of the Termination Fee shall be made without regard to this waiver and as if the Management Fee had been paid in accordance with the applicable terms of the Management Agreement.
In addition, no Incentive Fee will be paid or payable for the 2018 or 2019 calendar years.
The Company and the Manager each acknowledges and agrees, by signing this letter, that the Management Agreement is in full force and effect and each party has complied with its obligations thereunder as of the date of this letter.
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Sincerely, |
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TREMONT REALTY ADVISORS LLC |
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/s/ Matthew P. Jordan |
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Name: |
Matthew P. Jordan, |
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Executive Vice President, |
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Treasurer and Chief |
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Financial Officer |
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TREMONT MORTGAGE TRUST |
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By: |
/s/ David M. Blackman |
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David M. Blackman |
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Chief Executive Officer |
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