Item 1.01 Entry into a Material Definitive Agreement.





Term Loan Credit Agreement

On September 25, 2020 (the "Effective Date"), Granite Point Mortgage Trust Inc. (the "Company"), as a guarantor, Granite Point Operating Company LLC, as a borrower, GP Commercial Investment Corp., as a borrower, GPMT CLO REIT LLC, as a borrower (such borrowers, each a subsidiary of the Company, collectively, the "Borrowers"), entered into a Term Loan Credit Agreement (the "Credit Agreement") with certain investment vehicles managed by Pacific Investment Management Company LLC, as initial lenders (the "Initial Lenders"), other lenders party thereto from time to time and Wilmington Trust, National Association, as administrative and collateral agent, providing for $300 million of new senior secured term loan facilities (the "Term Loan Facilities"), of which $225 million will be borrowed under the initial term loan facility. The remaining $75 million of commitments under the Term Loan Facilities will be available to be borrowed on a delayed draw basis (the "Delayed Draw Term Loan Facility") during the sixth-month period after the Effective Date (which period may be extended for an additional six (6) months upon payment of an extension fee). Proceeds of the Term Loan Facilities may be used to (i) repay a portion of the outstanding repurchase agreement financing obligations of the Company's subsidiaries, (ii) fund new mortgage loan originations, (iii) fund future funding obligations under existing and new mortgage loans, (iv) pay costs (including the potential arbitral award) in connection with the internalization of the management of the Company, (v) purchase assets from CLOs, (vi) pay any fees and reimburse expenses in connection with the Credit Agreement and related transactions, (vii) make open market discounted purchases of the Company's convertible notes, and (viii) fund working capital needs and other general corporate purposes of the Company and its subsidiaries. The maturity date for the Term Loan Facilities is the fifth anniversary of the Effective Date.

Each Borrower's obligations under the Term Loan Facilities are guaranteed by each other Borrower, the Company, and certain of its subsidiaries (collectively, the "Loan Parties"). The obligations of the Loan Parties under the Term Loan Facilities are secured by liens on certain assets of the Loan Parties, including pledges of the equity interests in certain subsidiaries of the Company.

Interest on the outstanding loans under the Term Loan Facilities is payable quarterly in arrears and accrues at the rate of (i) 8.00% per annum for any period for which accrued interest is paid in cash or (ii) 9.00% per annum for any period for which the Borrowers elect to pay up to 50% of accrued interest in kind by adding such interest to the principal amount of the loans. If any amount under the Term Loan Facilities is not paid when due, then such overdue amount would thereafter bear interest at a rate that is 4.00% per annum in excess of the interest rate otherwise payable on the Term Loan Facilities. The loans are subject to a funding fee of 1.00%, payable by the Borrowers on the funding date of such loans pursuant to the Credit Agreement.

Loans under the Term Loan Facilities are non-amortizing and may be voluntarily prepaid, in whole or in part, at any time. Subject to certain exceptions set forth in the Credit Agreement, the Borrowers are required to prepay the loans with 100% of the net cash proceeds received by the Company and its subsidiaries from (a) any incurrence or issuance of indebtedness that is not permitted by the Credit Agreement, and (b) certain asset sales and casualty events, subject to reinvestment rights. Any voluntary or mandatory prepayment of loans made prior to the third anniversary of the Effective Date shall be subject to the following prepayment premium: (i) 13.00% during the first year after the Effective Date (subject to (x) certain deductions for cash interest payments and (y) certain discounts for prepayments from proceeds of a CLO execution or certain asset sales), (ii) 5.00% during the second year after the Effective Date, and (iii) 2.50% during the third year after the Effective Date.

The Credit Agreement contains various affirmative and negative covenants, which are applicable to the Company, the Borrowers and their respective subsidiaries, including limitations (subject to exceptions) on their ability to: (i) incur indebtedness; (ii) incur liens on their assets; (iii) consummate certain fundamental changes; (iv) dispose of all or any part of their assets; (v) pay dividends or other distributions with respect to their equity interests; (vi) make investments; (vii) enter into transactions with their affiliates; (viii) modify the terms of the Company's existing convertible notes, any refinancings . . .

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

The information contained in Item 1.01 of this report with regards to the Credit Agreement and the Amendments to Repurchase Facilities and Limited Guaranties is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this report with regards to the Warrants and the shares of Common Stock issuable upon exercise thereof is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 1.01 of this report with regards to the Warrants and the Investor Rights Agreement is incorporated by reference into this Item 3.03.




Item 8.01 Other Events.

In connection with the foregoing transactions, the Company also granted the Initial Lenders a right of first offer to provide certain additional financing for a period of six months after any settlement or judgment related to the internalization of the management of the Company, pursuant to a Letter Agreement, dated the Effective Date, by and among the Company and the Initial Lenders.

On September 28, 2020, the Company issued a press release (the "Press Release") announcing that it entered into a term loan credit agreement for $300 million of new senior secured term loan facilities and issued warrants to subscribe for and purchase the Common Stock, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.









Exhibit No. Description


  4.1*     Form of Warrant, dated September 25, 2020.


  4.2      Investor Rights Agreement, dated September 25, 2020, by and among the
         Company, the Initial Investors and the other investors party thereto
         from time to time.


  10.1*     Term Loan Credit Agreement, dated as of September 25, 2020, among the
          Company, as a guarantor, Granite Point Operating Company LLC, as a
          borrower, GP Commercial Investment Corp., as a borrower, GPMT CLO REIT
          LLC, as a borrower, the financial institutions party thereto, as
          lenders, and Wilmington Trust, National Association, as administrative
          agent.


  10.2     Seventh Amendment to Master Repurchase and Securities Contract
         Agreement and Second Amendment to Guaranty, dated as of September 25,
         2020, among Morgan Stanley Bank, N.A., as buyer, the Company, as
         guarantor, and GP Commercial MS LLC, as seller.


  10.3     Amendment No. 6 to Master Repurchase Agreement and Amendment No. 3 to
         Amended and Restated Guarantee Agreement, dated as of September 25,
         2020, among JPMorgan Chase Bank, National Association, as buyer, the
         Company, as guarantor, and GP Commercial JPM LLC, as seller.


  10.4     Sixth Amendment to Master Repurchase and Securities Contract Agreement
         and Second Amendment to Guarantee Agreement, dated as of September 25,
         2020, among Goldman Sachs Bank USA, as buyer, the Company, as guarantor,
         and GP Commercial GS LLC, as seller.


  10.5     Fourth Amendment to Master Repurchase Agreement and Second Amendment
         to Guaranty, dated as of September 25, 2020, among Citibank, N.A., as
         purchaser, the Company, as guarantor, and GP Commercial CB LLC, as
         seller.


  10.6     Amendment Number Two to Amended and Restated Master Repurchase
         Agreement and Securities Contract and Second Amendment to Guarantee
         Agreement, dated as of September 25, 2020, among Wells Fargo Bank,
         National Association, as buyer, the Company, as guarantor, and GP
         Commercial WF LLC, as seller.


  99.1     Press Release, dated September 28, 2020.

104 Cover Page Interactive Data File, formatted in Inline XBRL.

*Certain schedules and similar attachments have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.

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