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): September 28, 2019
Rodin Global Property Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 000-56043 | 81-1310268 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Numbers) |
(IRS Employer Identification No.) |
110 E. 59th Street, New York, NY 10022
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 938-5000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| None | N/A | N/A |
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 1.01. Entry into a Material Definitive Agreement.
On September 27, 2019, the board of directors (the “Board”) of Rodin Global Property Trust, Inc. (the “Company”) approved an amendment (the “First Amendment”), dated September 28, 2019, to the amended and restated advisory agreement, dated June 29, 2018 (the “Advisory Agreement”), by and among the Company, Rodin Global Property Trust Operating Partnership, L.P., Rodin Global Property Advisors, LLC (the “Advisor”), and for purposes of certain provisions, Cantor Fitzgerald Investors, LLC and Rodin Global Property Trust OP Holdings, LLC. The First Amendment amends the monthly Asset Management Fee (as defined in the Advisory Agreement) from one-twelfth of 1.25% of the cost of the Company’s investments at the end of each month, to one-twelfth of 1.20% of the Company’s most recently disclosed NAV. Pursuant to the Advisory Agreement, the Advisor will continue to manage the Company’s day-to-day operations and its portfolio of income-producing commercial properties and other real estate-related assets, subject to the Board’s supervision. Except as set forth in this Current Report on Form 8-K, the material terms of the Advisory Agreement remain unchanged.
The foregoing description of the Advisory Agreement and the First Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the Advisory Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2018, and the First Amendment filed as Exhibit 10.1 hereto, both of which are incorporated by reference into this Item 1.01.
Item 3.03. Material Modification to Rights of Security Holders.
On September 27, 2019, the Board approved the amendment and restatement of the Company’s share repurchase program (the “Amended and Restated Share Repurchase Program”), as described in more detail below. The Amended and Restated Share Repurchase Program will become effective November 1, 2019.
The changes to the Amended and Restated Share Repurchase Program include the following:
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removal of the one-year holding requirement for share repurchases; |
| • |
adjustment to the availability of the share repurchase program from quarterly to monthly; |
| • |
adjustment to the restriction on the availability of the share repurchase program in any calendar year from, 5% of the weighted-average number of shares during the prior calendar year, to shares whose aggregate value is 10% of the combined NAV of all classes of shares as of the last calendar day of the previous calendar year; |
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addition of a restriction on the availability of the share repurchase program in any calendar month equal to shares whose aggregate value is 2% of the combined NAV of all classes of shares as of the last calendar day of the previous month; |
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removal of the restriction that funds available for repurchase in each period be limited to the funds received from the Company’s distribution reinvestment plan in the prior quarter; and |
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adjustment to the discounts to NAV per share of the share class being repurchased by the Company from its shareholders as follows: |
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Holding Period |
Original Repurchase Price as a Percentage of NAV |
Amended and Restated Repurchase Price as a Percentage of NAV |
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Less than 1 year |
No Repurchase Allowed | 96% | ||
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1 year |
96% | 97% | ||
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2 years |
97% | 98% | ||
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3 years |
98% | 99% | ||
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4 years |
99% | 100% | ||
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5 years and longer |
100% | 100% |
Item 9.01. Financial Statements and Exhibits
| (d) |
Exhibits |
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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RODIN GLOBAL PROPERTY TRUST, INC. |
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Date: September 30, 2019 |
By: |
/s/ KENNETH CARPENTER |
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Name: Kenneth Carpenter |
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Title: President |
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Exhibit 10.1
Amendment No. 1 to Amended and Restated Advisory Agreement
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”), dated and effective as of Sept. 28, 2019, is entered into by and among Rodin Global Property Trust, Inc., a Maryland corporation (the “Company”), Rodin Global Property Trust Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Rodin Global Property Advisors, LLC, a Delaware limited liability company (the “Advisor”) and, solely with respect to Article 13 and Section 9.03 of the Advisory Agreement (as defined below), Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the “Sponsor”), and, solely with respect to Section 9.03 Advisory Agreement, Rodin Global Property Trust OP Holdings, LLC, a Delaware limited liability company (the “Special Unit Holder”). The Company, the Operating Partnership, the Advisor, the Sponsor and the Special Unit Holder are collectively referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Advisory Agreement.
WHEREAS, the Parties entered into that certain Amended and Restated Advisory Agreement (the “Advisory Agreement”), dated as of June 29, 2018, pursuant to which the Advisor agreed to provide certain services to the Company;
WHEREAS, the parties desire to enter into this Amendment to reduce the amount of Asset Management Fees payable by the Company to the Advisor, upon the terms and subject to the conditions hereinafter set forth; and
WHEREAS, all of the independent directors of the Company (also being all of the members of the Audit Committee of the Board of Directors of the Company) desire to amend the Advisory Agreement to reduce the amount of Asset Management Fees payable by the Company to the Advisor.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Section 8.01 of the Advisory Agreement is hereby superseded and replaced in its entirety with the following:
“8.01 Asset Management Fees. The Company shall pay the Advisor or its Affiliates as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 1.20% of the Company’s most recently disclosed NAV as of the end of each month. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable month. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the month in which such Asset Management Fee was earned, or the first business day following the last day of such month. However, payment of the Asset Management Fee may be deferred or waived, in whole or in part (or received in Shares) in the sole discretion of the Advisor. Any such deferred or waived Asset Management Fees shall be paid to the Advisor or its Affiliates without interest at such subsequent date as the Advisor shall request.”
2. This Amendment constitutes an amendment to the Advisory Agreement. Except as set forth in this Amendment, all of the provisions of the Advisory Agreement shall continue in full force and effect in accordance with their terms. In the event of any conflict between the provisions of the Advisory Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.
3. This Amendment (a) shall be binding upon the Parties and their respective successors and assigns, (b) may be executed in several counterparts, each of which counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement, and (c) together with the Advisory Agreement, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.
| RODIN GLOBAL PROPERTY TRUST, INC. | ||
| By: | /s/ Kenneth Carpenter | |
| Name: | Kenneth Carpenter | |
| Title: | President | |
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RODIN GLOBAL PROPERTY TRUST OPERATING PARTNERSHIP, L.P., |
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| By: |
Rodin Income Trust, Inc., its General Partner |
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| By: | /s/ Kenneth Carpenter | |
| Name: | Kenneth Carpenter | |
| Title | President | |
| RODIN GLOBAL PROPERTY ADVISORS, LLC | ||
| By: | /s/ Kenneth Carpenter | |
| Name: | Kenneth Carpenter | |
| Title: | President | |
| Solely with respect to Article 13 and Section 9.03 of the Advisory Agreement: | ||
| CANTOR FITZGERALD INVESTORS, LLC | ||
| By: | /s/ Steven Bisgay | |
| Name: | Steven Bisgay | |
| Title: | Chief Financial Officer | |
| Solely with respect to Section 9.03 of the Advisory Agreement: | ||
| RODIN GLOBAL PROPERTY TRUST OP HOLDINGS, LLC | ||
| By: | /s/ Steven Bisgay | |
| Name: | Steven Bisgay | |
| Title: | Chief Financial Officer | |
[Signature page to Amendment No. 1 to Amended and Restated Advisory Agreement
Rodin Global Property Trust, Inc.]