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): November 6, 2018

 

TREMONT MORTGAGE TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

001-38199

 

82-1719041

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts

 

02458-1634

(Address of Principal Executive Offices)

 

(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” and “our” refer to Tremont Mortgage Trust and / or its applicable wholly owned subsidiary.

 

Item 1.01.  Entry into a Material Definitive Agreement.

 

On November 6, 2018, we amended our master repurchase agreement with Citibank, N.A. pursuant to which we may sell to Citibank, N.A., and later repurchase, floating rate mortgage loans and other related assets, to increase the maximum amount of available advancements thereunder from $100 million to $135 million and to change the stated expiration date thereof from February 9, 2021 to November 6, 2021, subject to earlier termination as provided for in the master repurchase agreement.

 

The foregoing description of the amendment to our master repurchase agreement is not complete and is qualified in its entirety by reference to the full text of the First Amendment to Master Repurchase Agreement and First Amendment to Fee Agreement, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and are 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 contained in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

 

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:

 

·                   CONTINUED AVAILABILITY OF FINANCING UNDER OUR MASTER REPURCHASE AGREEMENT IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CONDITIONS THAT WE MAY BE UNABLE TO SATISFY,

 

·                   FINANCING FOR FLOATING RATE MORTGAGES AND OTHER RELATED ASSETS THAT WE MAY SEEK TO SELL PURSUANT TO OUR MASTER REPURCHASE AGREEMENT IS SUBJECT TO APPROVAL BY THE LENDER UNDER OUR MASTER REPURCHASE AGREEMENT WHICH MAY NOT BE OBTAINED, AND

 

·                   OUR ABILITY TO OBTAIN ADDITIONAL FINANCING UNDER OUR MASTER REPURCHASE AGREEMENT IS CONTINGENT UPON OUR ABILITY TO EFFECTIVELY ORIGINATE ADDITIONAL INVESTMENTS. HOWEVER, WE CANNOT BE SURE THAT WE WILL BE ABLE TO USE OUR MASTER REPURCHASE AGREEMENT AS WE EXPECT OR EFFECTIVELY ORIGINATE ADDITIONAL INVESTMENTS IN THE NEAR FUTURE OR AT ALL.

 

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

 

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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 .

 

10.1

 

First Amendment to Master Repurchase Agreement, dated November 6, 2018, by and among Citibank, N.A., TRMT CB Lender LLC and Tremont Mortgage Trust. (Filed herewith.)

 

 

 

10.2

 

First Amendment to Fee Agreement, dated November 6, 2018, by and between Citibank, N.A. and TRMT CB Lender LLC. (Filed herewith.)

 

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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.

 

 

 

TREMONT MORTGAGE TRUST

 

 

 

 

 

 

 

By:

/s/ G. Douglas Lanois

 

Name:

G. Douglas Lanois

 

Title:

Chief Financial Officer and Treasurer

 

 

Date: November 7, 2018

 

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Exhibit 10.1

 

FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT

 

THIS FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “ Amendment ”), dated as of November 6, 2018 (the “ Effective Date ”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “ Buyer ”), TRMT CB LENDER LLC , a Delaware limited liability company (“ Seller ”), and for the purpose of acknowledging and agreeing to the provision set forth in Section 3 hereof, TREMONT MORTGAGE TRUST , a Maryland real estate investment trust (“ Guarantor ”).

 

W I T N E S S E T H :

 

WHEREAS , Seller and Buyer have entered into that certain Master Repurchase Agreement, dated as of February 9, 2018  (as such agreement may be amended, supplemented, extended, restated, replaced or otherwise modified from time to time, the “ Repurchase Agreement ”);

 

WHEREAS , all capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Repurchase Agreement;

 

WHEREAS , Seller and Buyer desire to modify the definition of the Stated Facility Expiration Date as set forth herein.

 

NOW, THEREFORE , in consideration of ten dollars ($10) and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Seller and Buyer covenant and agree as follows as of the Effective Date, and Guarantor acknowledges and agrees as to the provision set forth in Section 3 as of the Effective Date:

 

1.                                       Modification of Repurchase Agreement .  The following definition in Article 2 of the Repurchase Agreement is hereby deleted in its entirety with the version below substituted therefor:

 

“Stated Facility Expiration Date” shall mean November 6, 2021 (or if such day is not a Business Day, the next succeeding Business Day).

 

2.                                       Seller’s Representations .  Seller has taken all necessary action to authorize the execution, delivery and performance of this Amendment.  This Amendment has been duly executed and delivered by or on behalf of Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.  No Event of Default has occurred and is continuing, and no Event of Default will occur as a result of the execution, delivery and performance by Seller of this Amendment.  Any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Seller of this Amendment has been obtained and is in full force and effect (other than consents, approvals, authorizations, orders, registrations or qualifications that if not obtained, are not reasonably likely to have a Material Adverse Effect).

 

3.                                       Reaffirmation of Guaranty .  Guarantor has executed this Amendment for the purpose of acknowledging and agreeing that, notwithstanding the execution and delivery of this

 


 

Amendment and the amendment of the Repurchase Agreement hereunder, all of Guarantor’s obligations under the Guaranty remain in full force and effect and the same are hereby irrevocably and unconditionally ratified and confirmed by Guarantor in all respects.

 

4.                                       Conditions Precedent .  This Amendment and its provision shall become effective upon the execution and delivery of this Amendment by a duly authorized officer of each of Seller, Buyer and Guarantor.

 

5.                                       Agreement Regarding Expenses .  Seller agrees to pay Buyer’s reasonable out of pocket expenses (including reasonable legal fees) incurred in connection with the preparation and negotiation of this Amendment promptly (and after Buyer or Buyer’s counsel gives Seller an invoice for such expenses).

 

6.                                       Full Force and Effect .  Except as expressly modified hereby, all of the terms, covenants and conditions of the Repurchase Agreement and the other Transaction Documents remain unmodified and in full force and effect and are hereby ratified and confirmed by Seller.  Any inconsistency between this Amendment and the Repurchase Agreement (as it existed before this Amendment) shall be resolved in favor of this Amendment, whether or not this Amendment specifically modifies the particular provision(s) in the Repurchase Agreement inconsistent with this Amendment.  All references to the “Agreement” in the Repurchase Agreement or to the “Repurchase Agreement” in any of the other Transaction Documents shall mean and refer to the Repurchase Agreement as modified and amended hereby.

 

7.                                       No Waiver .  The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Buyer under the Repurchase Agreement, the Guaranty, any of the other Transaction Documents or any other document, instrument or agreement executed and/or delivered in connection therewith.

 

8.                                       Headings .  Each of the captions contained in this Amendment are for the convenience of reference only and shall not define or limit the provisions hereof.

 

9.                                       Counterparts .  This Amendment may be executed in any number of counterparts, and all such counterparts shall together constitute the same agreement.  Signatures delivered by email (in PDF format) shall be considered binding with the same force and effect as original signatures.

 

10.                                Governing Law .   This Amendment shall be governed in accordance with the terms and provisions of Article 19 of the Repurchase Agreement.

 

[No Further Text on this Page; Signature Pages Follow]

 

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IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written and effective as of the Effective Date.

 

 

SELLER:

 

 

 

TRMT CB LENDER LLC ,

 

a Delaware limited liability company

 

 

 

By:

/s/ G. Douglas Lanois

 

 

Name: G. Douglas Lanois

 

 

Title: Chief Financial Officer and Treasurer

 

[SIGNATURES PAGES CONTINUE ON NEXT PAGE]

 


 

 

GUARANTOR :

 

 

 

TREMONT MORTGAGE TRUST,

 

a Maryland real estate investment trust

 

 

 

 

 

By:

/s/ G. Douglas Lanois

 

Name: G. Douglas Lanois

 

Title: Chief Financial Officer and Treasurer

 

[SIGNATURES PAGES CONTINUE ON NEXT PAGE]

 


 

 

BUYER:

 

 

 

 

 

CITIBANK, N.A.

 

 

 

 

 

By:

/s/ Richard B. Schlenger

 

 

Name: Richard B. Schlenger

 

 

Title:   Authorized Signatory

 


Exhibit 10.2

 

FIRST AMENDMENT TO FEE AGREEMENT

 

FIRST AMENDMENT TO FEE AGREEMENT , dated as of November 6, 2018 (this “ Amendment ”), by and among CITIBANK, N.A. , a national banking association (together with its successors and/or assigns, “ Buyer ”) and TRMT CB LENDER LLC , a Delaware limited liability company (“ Seller ”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (defined below) or the Fee Agreement (defined below).

 

RECITALS

 

WHEREAS , Seller and Buyer have entered into that certain Master Repurchase Agreement, dated as of February 9, 2018 (as such agreement may be amended, supplemented, extended, restated, replaced or otherwise modified from time to time, the “ Repurchase Agreement ”);

 

WHEREAS , in connection with the Repurchase Agreement, Seller and Buyer entered into that certain Fee Agreement dated as of February 9, 2018 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Fee Agreement ”); and

 

WHEREAS , Seller and Buyer wish to amend the Fee Agreement as more particularly set forth herein.

 

NOW THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

 

SECTION 1.         Amendment to Fee Agreement .  The Fee Agreement is hereby modified as of the date hereof as follows:

 

(a)           The following definitions are hereby added to Section 1 of the Fee Agreement:

 

““ First Amendment Date ” shall mean November 6, 2018.”

 

““ Supplemental Upfront Fee ” shall mean an amount equal to $298,175.18.”

 

(b)           The following definition in Section 1 of the Fee Agreement is hereby deleted in its entirety with the version below substituted therefor.

 

“Facility Amount” shall mean $135,000,000.

 

(c)           The following is hereby added as Section 8 of the Fee Agreement:

 

“Section 8.  Supplemental Upfront Fee .”

 


 

“On the First Amendment Date, Seller shall pay to Buyer the Supplemental Upfront Fee.”

 

SECTION 2.         Omnibus Amendment to Transaction Documents .  Any references to the Fee Agreement in the Transaction Documents shall hereinafter refer to the Fee Agreement as modified by this Amendment.

 

SECTION 3.         Conditions Precedent .  This Amendment and its provisions shall become effective on the first date on which the following condition precedent is satisfied: execution and delivery of this Amendment by a duly authorized officer of each of Seller and Buyer.

 

SECTION 4.         Counterparts . This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.

 

SECTION 5.         GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD OTHERWISE DIRECT APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

 

[NO FURTHER TEXT ON THIS PAGE]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

 

 

 

Seller :

 

 

 

 

 

TRMT CB LENDER LLC,
a Delaware limited liability company

 

 

 

 

 

 

By:

/s/ G. Douglas Lanois

 

 

 

Name:

G. Douglas Lanois

 

 

 

Title:

Chief Financial Officer and Treasurer

 

[signatures continued on next page]

 


 

 

 

Buyer :

 

 

 

 

 

CITIBANK, N.A.

 

 

 

 

 

 

 

 

By:

/s/ Richard B. Schlenger

 

 

 

Name: Richard B. Schlenger

 

 

 

Title: Authorized Signatory