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 29, 2020
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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Shares of Beneficial Interest | TRMT | The Nasdaq Stock Market LLC |
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. ¨
In this Current Report on Form 8-K, the terms “we”, “us”, and “our” refer to Tremont Mortgage Trust.
Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2020, 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, 2020 and ending December 31, 2020. In addition, no incentive fee, as defined, under our management agreement will be paid or payable by us through the period ending December 31, 2020. These fee waivers are subject to conditions, including that our management agreement remains in effect.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | ||
| 10.1 | Management Agreement, dated as of September 18, 2017, among the Company, Tremont Realty Advisors LLC and, solely in respect to Section 29 thereof, The RMR Group Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 13, 2017.) | ||
| 99.1 | Letter dated June 29, 2020 between the Company and Tremont Realty Advisors LLC regarding Management Agreement. (Filed herewith.) | ||
| 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
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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 | |
Dated: June 29, 2020
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Exhibit 99.1
[TREMONT REALTY ADVISORS]
June 29, 2020
Tremont Mortgage Trust
255 Washington Street
Newton, MA 02458
Attn: President and Chief Executive Officer
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, 2020 and ending December 31, 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 to the Manager through the period ending December 31, 2020.
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.
| Sincerely, | ||
| TREMONT REALTY ADVISORS LLC | ||
| By: | /s/ Matthew P. Jordan | |
| Matthew P. Jordan, | ||
| Executive Vice President, Treasurer and Chief Financial Officer | ||
| TREMONT MORTGAGE TRUST | ||
| By: | /s/ David M. Blackman | |
| David M. Blackman | ||
| President and Chief Executive Officer | ||