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
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Date of Report (Date of Earliest Event Reported): |
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February 21, 2017 |
MMA Capital Management
, LLC
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(Exact name of registrant as specified in its charter)
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Delaware |
001-11981 |
52-1449733 |
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of incorporation) |
File Number) |
Identification No.) |
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3600 O’Donnell Street , Suite 600, Baltimore, Maryland |
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212 24 |
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Registrant’s telephone number, including area code: |
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(443) 263-2900 |
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Not Applicable
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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:
[ ] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 2 1 , 2017, MMA Capital Management, LLC (the ”Registrant”) entered into share purchase agreements with Michael L. Falcone, David C. Bjarnason and Gary A. Mentesana, its Chief Executive Officer , Chief Financial Officer and Executive Vice President, respectively.
The share purchase agreements contain the following material terms and conditions:
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The agreements require the individuals to purchase shares of the Registrant through open-market purchases, in an amount equal to the 30% of the employee’s incentive award to be paid in February 2016. Purchases must be completed by September 30, 201 7 . |
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The agreements shall be considered an amendment to the existing employment agreements for these individuals. |
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Shares purchased as a result of these agreements must be held for at least three (3) years, absent prior approval of the Compensation Committee . |
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Failure to complete the required purchases by September 30, 2017 or to hold the shares for the required holding period may result in disciplinary action, up to and including reduction of compensation and termination of service . |
Item 8.01 Other Items.
On February 23 , 2017, the Board of Directors of the Registrant held a meeting to review the impact of a series of Form SC 13 G ownership filings from the week of February 13 , 2017. The filings, and the conclusions reached by the Board of Directors, are summarized as follows:
On February 1 3 , 201 7 , the Rockshelter Capital Management , LLC (“ Rockshelter ”), a private investment management company , filed a Form SC 13G indicating that Rockshelter held greater than five percent of the outstanding shares of the R egistrant. In connection with this announcement, the R egistrant reviewed the impact of Rockshelter’s ownership with respect to the Tax Benefit Rights Agreement (“Rights Plan”) adopted by the Registrant on May 5, 2015 and the overall impact on ownership changes with respect to our net operating loss carryforward assets. As a result of the review , the R egistrant has determined the following: 1) the increase in Rockshelter’s ownership percentage above 4.9% resulted solely from the reduction in our shares outstanding due to the R egistrant’s share buyback program; 2) no additional shares were purchased by Rockshelter after becoming a 4.9 % shareholder ; therefore Rockshelter is not considered an “acquiring perso n” for purposes of the plan; and 3) the Board of Directors has determined Rockshelter to be an “exempted person” for purposes of their existing ownership stake, a determination the Board reserves the right to reconsider, from time to time.
Further, on February 14 , 2017 , the Halis Family Foundation (the “Foundation”), a private foundation, and one of its directors, Jeffrey Halis, filed a Form SC 13G indicating that the Foundation continued to hold greater than five percent of the outstanding shares of the Registrant; however , the Foundation had not purchased any additional shares since initially becoming a 5% shareholder. T he Form SC 13G also indicates that Jeffrey Halis has acquired shares in his capacity as an individual through an investment vehicle, Tyndall Partners, LP, and not through the Foundation. In connection with the new filing, the Registrant reviewed the impact of the stated ownership by both the Foundation and Mr. Halis, via Tyndall Partners, LP , with respect to the Rights Plan. As a result of the review , the Registrant has determined the following: 1) the Foundation did not acquire any new shares during 2016 and therefore is not considered an acquiring person under the Rights Plan, nor is there a trigger event related to the Foundation; and 2) collectively, Tyndall Partners, LP and Mr. Halis , in his capacity as an individual, do not own greater than 4.9% of the outstanding shares of the Company and that, for purposes of the Right s Plan, his ownership stake is not combined with that of the Foundation. T he Board of Directors has determined that the Foundation remains an “exempted person” for purposes of its existing ownership stake and that the collective ownership of Tyndall Partners, LP and Mr. Halis as an individual will not be combined with that of the Foundation at this time. Th e Board reserves the right to reconsider each determination , from time to time.
Finally, as a result of the share buyback program and required purchases pursuant to their compensation agreements, both Michael Falcone, our Chief Executive Officer, and Gary Mentesana, one of our Executive Vice President s , were required to file a Form SC 13G on February 14, 2017. In each case, the shares directly held by both Messrs. Falcone and Mentesana remain below the 4.9% threshold for purposes of the Rights Plan; however, as required by SEC rule, the potential to acquire additional shares through exercise of stock option grants is included in the ownership tests for purposes of Form SC 13G disclosures. Under the Rights Plan, neither Mr. Falcone n or Mr. Mentesana is considered an acquiring person at this time. I n the future, if either officer exercises sufficient option awards or continues to make open market purchases pursuant to his employment agreement or
otherwise , such that his ownership exceed s 4.9% , the Board would be required to make a determination of whether to exempt the anticipated purchases (or options exercise) for purposes the Rights Plan.
The foregoing determinations for each of Rockshelter, the Foundation, Tyndall Partners, LP, Mr. Halis, Mr. Falcone and Mr. Mentesana mean s the Registrant does not have an event that would cause the distribution of the dilutive rights under the Rights Plan and that the Registrant does not believe there is currently any material risk to our net operating loss carryforward assets as a result of the recent ownership filing s .
Item 9.01 Exhibits
99 .1 Share Purchase Agreement for Michael L. Falcone
99 .2 Share Purchase Agreement for David C. Bjarnason
99 .3 Share Purchase Agreement for Gary A. Mentesana
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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MMA Capital Management, LLC |
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February 23, 2017 |
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By: |
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/s/ Michael L. Falcone |
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Name: Michael L. Falcone |
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Title: Chief Executive Officer and President |
Exhibit Index
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Exhibit No. |
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Description |
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99 .1 |
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Share Purchase Agreement for Michael L. Falcone |
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99 .2 |
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Share Purchase Agreement for David C. Bjarnason |
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99 .3 |
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Share Purchase Agreement for Gary A. Mentesana |
EMPLOYEE SHARE PURCHASE AGREEMENT
THIS EMPLOYEE SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of February, 2017, by and between MMA Capital Management, LLC ( “Employer”) and Michael Falcone (“Employee”).
WHEREAS, Employee is employed by Employer or one of its affiliates and is a member of Employer’s senior management team;
WHEREAS, in consideration of Employee’s bonus opportunity, Employer requires that Employee spend at least 30% of Employee’s annual pre-tax bonus for calendar year 2016 on the purchase of Employer’s publicly traded stock (NASDAQ: MMAC); and
WHEREAS, Employee desires to purchase such stock;
NOW THEREFORE, in consideration of the foregoing, and other good and value consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
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Agreement to Purchase Stock . Employee hereby agrees to spend at least 30% of Employee’s pre-tax bonus received from Employer (or one of its affiliates) for calendar year 2016 to purchase shares of Employer in the public market. Because Employee’s ability to purchase Employer’s shares is restricted from time to time due to the application of United States securities laws, Employer agrees that Employee shall be deemed to have fulfilled its obligations under this Agreement if Employee makes the required share purchases on or before September 30, 2017. |
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Holding Period . Employee agrees to hold all of the shares purchased under this Agreement for a period of not less than three years from the date of purchase. In the event that, because of financial hardship, Employee desires to sell some or all of the shares, Employee shall request permission for such sales from Employer’s Compensation Committee. Prior to the end of the three year holding period, employee may sell shares only to the extent approved by the Compensation Committee. |
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Default . If Employee fails to comply with the provisions of Sections 1 and 2, Employee may be subject to disciplinary action up to and including reduction of compensation and termination of service. |
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Relationship to Employment Agreement . If Employee has an employment agreement with Employer, Employee agrees that this Agreement shall be deemed, and treated as, an amendment to such employment agreement. In the event of any conflict with Employee's employment agreement, this Agreement shall control. |
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Acknowledgment of Restrictions . Employee acknowledges that Employee is frequently in the possession of material nonpublic information. Employee also acknowledges that the Company imposes a ban on trading by senior management during the period from the close of each calendar quarter through the release of the Company’s financial results for that quarter. Employee further acknowledges that the Company imposes trading bans at other times due to the Company’s consideration, negotiation, or execution of material transactions. Accordingly, Employee agrees not to buy or sell Employer’s stock during any period when Employer imposes a ban on such trades or when the Employee is for any reason in the possession of material nonpublic information. Employee agrees to abide by the Company’s insider trading policy and the United States securities laws in buying and selling shares. |
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Miscellaneous . This Agreement constitutes the complete agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended except in a writing signed by both parties. Employee may not assign its rights or obligations under this Agreement. This Agreement may be executed in multiple counterparts, which, taken together, shall constitute one and the same instrument. This Agreement may be executed and delivered by PDF, telecopy, or other electronic means, with the same force and effect as the execution and delivery of original signature pages. |
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Opportunity to Consult . Employee acknowledges that Employee has been granted the opportunity to consult with counsel prior to the execution and delivery of this Agreement. |
IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the date and year first above written.
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EMPLOYER: |
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MMA CAPITAL MANAGEMENT, LLC |
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By: |
/s/ David Bjarnason |
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Name: |
David Bjarnason |
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Title: |
CFO |
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EMPLOYEE: |
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/s/ Michael Falcone |
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Name: |
Michael Falcone |
EMPLOYEE SHARE PURCHASE AGREEMENT
THIS EMPLOYEE SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of February, 2017, by and between MMA Capital Management, LLC ( “Employer”) and David Bjarnason (“Employee”).
WHEREAS, Employee is employed by Employer or one of its affiliates and is a member of Employer’s senior management team;
WHEREAS, in consideration of Employee’s bonus opportunity, Employer requires that Employee spend at least 30% of Employee’s annual pre-tax bonus for calendar year 2016 on the purchase of Employer’s publicly traded stock (NASDAQ: MMAC); and
WHEREAS, Employee desires to purchase such stock;
NOW THEREFORE, in consideration of the foregoing, and other good and value consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
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1. Agreement to Purchase Stock. Employee hereby agrees to spend at least 30% of Employee’s pre-tax bonus received from Employer (or one of its affiliates) for calendar year 2016 to purchase shares of Employer in the public market. Because Employee’s ability to purchase Employer’s shares is restricted from time to time due to the application of United States securities laws, Employer agrees that Employee shall be deemed to have fulfilled its obligations under this Agreement if Employee makes the required share purchases on or before September 30, 2017. |
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2. Holding Period . Employee agrees to hold all of the shares purchased under this Agreement for a period of not less than three years from the date of purchase. In the event that, because of financial hardship, Employee desires to sell some or all of the shares, Employee shall request permission for such sales from Employer’s Compensation Committee. Prior to the end of the three year holding period, employee may sell shares only to the extent approved by the Compensation Committee. |
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3. Default . If Employee fails to comply with the provisions of Sections 1 and 2, Employee may be subject to disciplinary action up to and including reduction of compensation and termination of service. |
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4. Relationship to Employment Agreement . If Employee has an employment agreement with Employer, Employee agrees that this Agreement shall be deemed, and treated as, an amendment to such employment agreement. In the event of any conflict with Employee's employment agreement, this Agreement shall control. |
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5. Acknowledgment of Restrictions . Employee acknowledges that Employee is frequently in the possession of material nonpublic information. Employee also acknowledges that the Company imposes a ban on trading by senior management during the period from the close of each calendar quarter through the release of the Company’s financial results for that quarter. Employee further acknowledges that the Company imposes trading bans at other times due to the Company’s consideration, negotiation, or execution of material transactions. Accordingly, Employee agrees not to buy or sell Employer’s stock during any period when Employer imposes a ban on such trades or when the Employee is for any reason in the possession of material nonpublic information. Employee agrees to abide by the Company’s insider trading policy and the United States securities laws in buying and selling shares. |
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6. Miscellaneous . This Agreement constitutes the complete agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended except in a writing signed by both parties. Employee may not assign its rights or obligations under this Agreement. This Agreement may be executed in multiple counterparts, which, taken together, shall constitute one and the same instrument. This Agreement may be executed and delivered by PDF, telecopy, or other electronic means, with the same force and effect as the execution and delivery of original signature pages. |
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7. Opportunity to Consult . Employee acknowledges that Employee has been granted the opportunity to consult with counsel prior to the execution and delivery of this Agreement. |
IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the date and year first above written.
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EMPLOYER: |
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MMA CAPITAL MANAGEMENT, LLC |
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By: |
/s/ Michael Falcone |
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Name: |
Michael Falcone |
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Title: |
President & CEO |
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EMPLOYEE: |
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/s/ David Bjarnason |
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Name: |
David Bjarnason |
EMPLOYEE SHARE PURCHASE AGREEMENT
THIS EMPLOYEE SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of February, 2017, by and between MMA Capital Management, LLC ( “Employer”) and Gary Mentesana (“Employee”).
WHEREAS, Employee is employed by Employer or one of its affiliates and is a member of Employer’s senior management team;
WHEREAS, in consideration of Employee’s bonus opportunity, Employer requires that Employee spend at least 30% of Employee’s annual pre-tax bonus for calendar year 2016 on the purchase of Employer’s publicly traded stock (NASDAQ: MMAC); and
WHEREAS, Employee desires to purchase such stock;
NOW THEREFORE, in consideration of the foregoing, and other good and value consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
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1. Agreement to Purchase Stock . Employee hereby agrees to spend at least 30% of Employee’s pre-tax bonus received from Employer (or one of its affiliates) for calendar year 2016 to purchase shares of Employer in the public market. Because Employee’s ability to purchase Employer’s shares is restricted from time to time due to the application of United States securities laws, Employer agrees that Employee shall be deemed to have fulfilled its obligations under this Agreement if Employee makes the required share purchases on or before September 30, 2017. |
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2. Holding Period . Employee agrees to hold all of the shares purchased under this Agreement for a period of not less than three years from the date of purchase. In the event that, because of financial hardship, Employee desires to sell some or all of the shares, Employee shall request permission for such sales from Employer’s Compensation Committee. Prior to the end of the three year holding period, employee may sell shares only to the extent approved by the Compensation Committee. |
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3. Default . If Employee fails to comply with the provisions of Sections 1 and 2, Employee may be subject to disciplinary action up to and including reduction of compensation and termination of service. |
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4. Relationship to Employment Agreement . If Employee has an employment agreement with Employer, Employee agrees that this Agreement shall be deemed, and treated as, an amendment to such employment agreement. In the event of any conflict with Employee's employment agreement, this Agreement shall control. |
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5. Acknowledgment of Restrictions . Employee acknowledges that Employee is frequently in the possession of material nonpublic information. Employee also acknowledges that the Company imposes a ban on trading by senior management during the period from the close of each calendar quarter through the release of the Company’s financial results for that quarter. Employee further acknowledges that the Company imposes trading bans at other times due to the Company’s consideration, negotiation, or execution of material transactions. Accordingly, Employee agrees not to buy or sell Employer’s stock during any period when Employer imposes a ban on such trades or when the Employee is for any reason in the possession of material nonpublic information. Employee agrees to abide by the Company’s insider trading policy and the United States securities laws in buying and selling shares. |
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6. Miscellaneous . This Agreement constitutes the complete agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended except in a writing signed by both parties. Employee may not assign its rights or obligations under this Agreement. This Agreement may be executed in multiple counterparts, which, taken together, shall constitute one and the same instrument. This Agreement may be executed and delivered by PDF, telecopy, or other electronic means, with the same force and effect as the execution and delivery of original signature pages. |
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7. Opportunity to Consult . Employee acknowledges that Employee has been granted the opportunity to consult with counsel prior to the execution and delivery of this Agreement. |
IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the date and year first above written.
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EMPLOYER: |
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MMA CAPITAL MANAGEMENT, LLC |
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By: |
/s/ Michael Falcone |
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Name: |
Michael Falcone |
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Title: |
President & CEO |
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EMPLOYEE: |
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/s/Gary Mentesana |
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Name: |
Gary Mentesana |