Exantas Capital Corp. (Form: 8-K, Received: 02/24/2020 17:04:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 20, 2020

Exantas Capital Corp.

(Exact name of registrant as specified in its charter)

Maryland	1-32733	20-2287134
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

717 Fifth Avenue
New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-621-3210

N/A
(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):

☐	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 Stock, $0.001 par value	XAN	New York Stock Exchange
8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock	XANPrC	New York Stock Exchange

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 February 20, 2020, Exantas Capital Corp. (the “Company”) entered into an amendment (the “Amendment”) to its Third Amended and Restated Management Agreement dated as of December 14, 2017, by and among the Company, Exantas Capital Manager Inc. (the “Manager”) and Resource America, Inc.

The Amendment (a) updated the Company’s and Manager’s names in accordance with name changes that the companies completed since entering into the Original Agreement, and (b) added a reimbursement requirement by the Company for expenses of the Manager or its affiliates in connection with the making of fixed-rate commercial real estate loans in the amount of 1% of the principal amount of each such loan.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01Regulation FD Disclosure.

On February 24, 2020, in connection with the transaction described above, the Company issued a press release, a copy of which is attached as Exhibit 99.1 hereto and is being “furnished” pursuant to Item 7.01 of Form 8-K.

Information furnished pursuant to Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
99.1		Press Release issued on February 24, 2020.
10.1		Amendment No. 1 to the Third Amended and Restated Management Agreement dated February 20, 2020.

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.

		EXANTAS CAPITAL CORP.

Date:	February 24, 2020
		By:	/s/ David J. Bryant
			David J. Bryant
			Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 1

THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT

This Amendment No. 1 to Third Amended and Restated Management Agreement, dated February 20, 2020 (this “Amendment”), is made by and among Exantas Capital Corp., a Maryland corporation (formerly known as Resource Capital Corp.) (the “Company”), Exantas Capital Manager Inc., a Delaware corporation (formerly known as Resource Capital Manager, Inc.) (the “Manager”), and Resource America, Inc., a Delaware corporation (“Resource America”).

W I T N E S S E T H:

WHEREAS, the Company, the Manager and Resource America are parties to that certain Third Amended and Restated Management Agreement dated as of December 14, 2017 (the “Agreement”);

WHEREAS, prior to the date hereof the Company has primarily originated floating-rate commercial real estate loans, and it now desires to expand its mortgage lending business to offer its customers fixed-rate commercial real estate loans;

WHEREAS, the origination of fixed-rate commercial real estate loans requires substantial additional personnel and efforts beyond those currently required for the Company’s business of originating primarily floating-rate commercial real estate loans; and

WHEREAS, Section 21 of the Agreement provides that the Agreement may only be amended by an agreement in writing signed by the parties to the Agreement;

Now, Therefore, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement.

Section 1.Name Change Amendment

(a)All references in the Agreement to “Resource Capital Corp.” shall be to “Exantas Capital Corp.”

(b)All references in the Agreement to “Resource Capital Manager, Inc.” shall be to “Exantas Capital Manager Inc.”

Section 2.Amendment to Section 9 of the Agreement

Section 9 of the Agreement is hereby amended to relabel the current clause (t) as clause (u), and to add the following new clause (t):

“(t) expenses for personnel of the Manager or its Affiliates for their services in connection with the making of fixed-rate commercial real estate loans by the Company or a Subsidiary, in an amount equal to one percent (1%) of the principal amount of each such loan made; and”

Section 3.Execution in Counterparts

This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

EXANTAS CAPITAL CORP.


By:	/s/ Matthew J. Stern
	Name:	Matthew J. Stern
	Title:	President



EXANTAS CAPITAL MANAGER INC.


By:	/s/ Robert C. Lieber
	Name:	Robert C. Lieber
	Title:	Chief Executive Officer



RESOURCE AMERICA, INC.


By:	/s/ Thomas C. Elliott
	Name:	Thomas C. Elliott
	Title:	Executive Vice President

Exhibit 99.1

Exantas Capital Corp. Expands Its Lending Platform To Include Fixed-Rate Commercial Real Estate Loans,

Enhancing Options for its Borrowers

NEW YORK, NY, February 24, 2020 -- Exantas Capital Corp. (NYSE:XAN) (the “Company” or “Exantas”) announced that it has expanded its commercial real estate debt platform to include fixed-rate commercial real estate loans through the integration of C-III Commercial Mortgage with its affiliate and external manager, Exantas Capital Manager. The integration enhances the Company’s commercial real estate market presence and provides its borrowers a comprehensive offering of transitional to permanent financing solutions. Since 2010 C-III Commercial Mortgage, a leading originator of commercial real estate loans, has originated $3.2 billion of fixed-rate loans and $2.1 billion of floating-rate loans.

Paul Hughson, Exantas’s Head of Commercial Real Estate Lending, commented: “We are pleased with the opportunities created for Exantas today through our integration of C-III Commercial Mortgage’s well-established fixed-rate origination business. Exantas is now able to provide its customer base with the full suite of products available in the real estate capital markets, including short term floating-rate loans, longer term fixed-rate loans as well as preferred equity and mezzanine debt. This will allow Exantas to retain the lending business of a portion of our floating-rate borrowers who are executing on their business plan and are seeking longer-term, fixed-rate financing.”

Andrew L. Farkas, Chairman of Exantas, commented: “We are proud to take the next step in our multi-year strategic transformation by scaling Exantas’s commercial real estate presence and deployment capacity to the benefit of our borrowers and the Company’s shareholders. Our expanded platform will accelerate our deployment, which in turn will drive Core Earnings and support our dividend without diminishing our credit standards at a time when spread compression is being felt throughout the industry.”

About Exantas Capital Corp.

Exantas Capital Corp. is a real estate investment trust that is primarily focused on originating, holding and managing commercial real estate mortgage loans and other commercial real estate-related debt investments. The Company is externally managed by Exantas Capital Manager Inc., which is an indirect wholly-owned subsidiary of C-III Capital Partners LLC, a leading commercial real estate investment management and services company engaged in a broad range of activities. For more information, please visit the Company’s website at www.exantas.com or contact investor relations at IR@exantas.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “trend,” “will,” “continue,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “look forward” or other similar words or terms. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Factors that can affect future results are discussed in the documents filed by the Company from time to time with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement to reflect new or changing information or events after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.