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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): May 3, 2022

 

INPOINT COMMERCIAL REAL ESTATE INCOME, INC.
(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

Maryland

(State or other jurisdiction
of incorporation)

001-40833

(Commission File
Number)

32-0506267

(I.R.S. Employer
Identification No.)

 

 

 

2901 Butterfield Road Oak Brook, Illinois

 

60523

(Address of principal executive offices)

 

(Zip Code)

 

(800) 826-8228

(Registrant’s telephone number, including area code)

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act

 

 

☐

Soliciting material pursuant to Rule 14a‑12 under the Exchange Act

 

 

☐

Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act

 

 

☐

Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

6.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share

 

ICR PR A

 

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 (17 CFR

§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☑

 

 


 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:  Certain statements in this Current Report on Form 8-K constitute “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 (the “Exchange Act”). Words such as “may,” “could,” “should,” “expect,” “intend,” “plan,” “goal,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “variables,” “potential,” “continue,” “expand,” “maintain,” “create,” “strategies,” “likely,” “will,” “would” and variations of these terms and similar expressions indicate forward-looking statements.  These forward-looking statements reflect the intent, belief or current expectations of our management based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not factual or guarantees of future performance, and we caution stockholders not to place undue reliance on them. Actual results may differ materially from those expressed or forecasted in forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to risks related to blind pool offerings, best efforts offerings, use of short-term financing, borrower defaults, changing interest rates, the effects of the COVID-19 pandemic, particularly on hospitality and retail properties, including our hotel, and on related mortgage loans and securities, and other risks detailed in the Risk Factors section in our most recent Annual Report on Form 10-K and in subsequent filings on Form 10-Q as filed with the Securities and Exchange Commission and made available on our website.  Forward-looking statements reflect our management’s view only as of the date they are made and may ultimately prove to be incorrect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.

 

 

Item 1.01    Entry into a Material Definitive Agreement.

The information set forth under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On May 3, 2022, InPoint Commercial Real Estate Income, Inc. (the “Company”), through its wholly owned subsidiary, InPoint JPM Loan, LLC (the “Seller”), entered into an agreement extending the maturity date (the “Extension Agreement”) of its Uncommitted Master Repurchase Agreement dated as of May 6, 2019, with JPMorgan Chase Bank, National Association (the “Buyer”), as amended (the “MRA” or the “JPM Repo Facility”). The Extension Agreement extends the maturity date of the MRA to May 6, 2023.  

 

The JPM Repo Facility provides up to $150 million in advances that the Company uses to finance the acquisition or origination of eligible loans and participation interests therein. The JPM Repo Facility acts in the manner of a revolving credit facility that can be repaid as the Company’s assets are paid off and re-drawn as advances against new assets.  

 

In connection with the JPM Repo Facility, the Company entered into a Guarantee Agreement dated May 6, 2019 (the “Guarantee”), under which the Company agreed to guarantee certain obligations of the Seller under the JPM Repo Facility. In connection with the Extension Agreement, the Company as Guarantor acknowledged and confirmed that the Guarantee Agreement remains in full force and effect and reaffirmed its obligations under the Guarantee Agreement.

 

The descriptions set forth above are qualified in their entirety by reference to the disclosures regarding the JPM Repo Facility and Guarantee in the Current Report on Form 8-K filed by the Company on May 7, 2019 and under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Repurchase Agreements – Commercial Mortgage Loans” beginning on p. 59 of the Annual Report on Form 10-K filed by the Company on March 11, 2022, which disclosures are incorporated herein, and by reference to the MRA, the Guarantee and the Extension agreement, copies of which are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, the full text of each of which is incorporated herein.

 

 

Item 9.01    Financial Statements and Exhibits.  

(d)  Exhibits.

 

Exhibit No.

Description

10.1

Uncommitted Master Repurchase Agreement, dated as of May 6, 2019, by and between JPMorgan Chase Bank, National Association and InPoint JPM Loan, LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 7, 2019 and incorporated by reference)

10.2

Guarantee Agreement, dated as of May 6, 2019, by InPoint Commercial Real Estate Income, Inc. in favor JPMorgan Chase Bank, National Association (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 7, 2019 and incorporated by reference)

10.3

Agreement dated May 3, 2022, between InPoint JPM Loan LLC, a Delaware limited liability company, and InPoint Commercial Real Estate Income, Inc. and JPMorgan Chase Bank, National Association, a national banking association, extending the maturity date of the Master Repurchase Agreement and reaffirming the Guarantee of InPoint Commercial Real Estate Income, Inc.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

INPOINT COMMERCIAL REAL ESTATE INCOME, INC.

Date:

May 9, 2022

By:

/s/ Catherine L. Lynch

 

 

Catherine L. Lynch

 

 

Chief Financial Officer

 

 

Exhibit 10.3

 

 

EXECUTION VERSION

 

 

 

May 3, 2022

 

INPOINT JPM LOAN, LLC

375 Park Avenue, 33rd Floor New York, NY 10152 Attention: Jason Fruchtman & Marc Tolchin

 

 

Re:Maturity Date Extension Request

 

Ladies and Gentlemen:

 

Reference is made to that certain Uncommitted Master Repurchase Agreement, dated as of May 6, 2019, between INPOINT JPM LOAN LLC, a Delaware limited liability company (“Seller”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”) (as amended by that certain Amendment No. 1 to Master Repurchase Agreement, dated as of April 14, 2021, and as further amended by that certain SOFR Conforming Changes Amendment, dated as of December 31, 2021, the “Agreement”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.

 

 

1.

Maturity Date Extension Confirmation.

 

On May 6, 2021, Seller requested and Buyer agreed to Seller’s request to exercise the first extension option, and thereby the Maturity Date under the Agreement was extended to May 6, 2022. This letter shall serve as confirmation that (i) Seller has requested that Buyer extend the Maturity Date for second one year Extension Period pursuant to Article 3(n) of the Agreement, (ii) Buyer has agreed to grant a one year Extension Period pursuant to Article 3(n) of the Agreement, subject to Seller paying to Buyer an Extension Fee of $375,000, and Seller and Guarantor countersigning this letter, and (iii) from and after the date of this letter, the Maturity Date under the Agreement shall be, and is hereby, extended from the first extended Maturity Date of May 6, 2022 to the second extended Maturity Date of May 6, 2023. By signing this letter below, Seller hereby represents and warrants that, as of the date hereof, the Maturity Date Extension Conditions set forth in Article 3(n)(ii) of the Agreement have been satisfied. The extension granted pursuant to this letter shall be conditional on Buyer’s receipt of an Extension Fee in the amount of $375,000.

 

 

2.

Miscellaneous.

 

A.This letter is a Transaction Document executed pursuant to the Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof. Guarantor hereby acknowledges and confirms that the Guarantee Agreement remains in full force and effect and reaffirms its obligations under the Guarantee Agreement.

 

B.All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. THIS LETTER AND ANY CLAIM, CONTROVERSY OR

 

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DISPUTE ARISING UNDER OR RELATED TO THIS LETTER, THE RELATIONSHIP OF THE PARTIES TO THIS LETTER, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS LETTER.

 

 

C.Each party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this letter or relating in any way to this letter and (ii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this letter or relating in any way to this letter. The parties hereby irrevocably waive, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consent to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified in the Agreement. The parties hereby agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 2(C) shall affect the right of Buyer to serve legal process in any other manner permitted by law or affect the right of Buyer to bring any action or proceeding against Seller or its property in the courts of other jurisdictions.

 

D.This letter may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument, and the words “executed,” signed,” “signature,” and words of like import as used above and elsewhere in this letter or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record- keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

 

Please indicate your acknowledgment of, and agreement to, the terms of this letter by executing and returning a counterpart of this letter to Buyer.

 

 

[SIGNATURE PAGES FOLLOW]

 

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Very truly yours,

 

 

 

JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, a national banking association organized under the laws of the United States

 

 

By: /s/ Tom Cassino

Name: Tom Cassino

Title:  Managing Director

 

 

 

 

 

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SELLER:

 

INPOINT JPM LOAN LLC,

a Delaware limited liability company

 

 

By: /s/ Jason Fruchtman

Name: Jason Fruchtman

Title:  Authorized Signatory

 

 

ACKNOWLEDGED AND AGREED WITH RESPECT TO SECTION 2.A

 

 

 

GUARANTOR:

 

 

INPOINT COMMERCIAL REAL ESTATE INCOME, INC. a Maryland corporation

 

By: /s/ Jason Fruchtman

Name:  Jason Fruchtman

Title:  Authorized Signatory

 

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