Item 1.01. Entry into a Material Definitive Agreement.
On June 21, 2019, Sachem Capital Corp. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Ladenburg Thalmann &
Co. Inc., as representatives of the several underwriters named therein (the
"Underwriters"), pursuant to which the Company agreed to sell to the
Underwriters $23,000,000 aggregate principal amount of 7.125% Notes due 2024
(the "Firm Notes") plus an additional $3,450,000 aggregate principal amount of
7.125% Notes due 2024 to cover underwriter overallotments (the "Additional
Notes" and together with the Firm Notes, the "Notes"). The Notes were offered to
the public at a purchase price equal to 100% of their principal amount. The
Underwriters have agreed to purchase the Notes at a 4.00% discount to such
purchase price. The Notes were offered pursuant a prospectus supplement, dated
June 21, 2019 (the "Prospectus Supplement", to the Company's shelf registration
statement on Form S-3 (Registration No. 333-227906) (the "Registration
Statement") declared effective by the Securities and Exchange Commission (the
"Commission") on November 9, 2018 (the "Offering"). The Underwriting Agreement
contains customary representations, warranties and covenants of the Company,
customary conditions to closing, customary indemnification obligations of the
Company and the Underwriters, including for liabilities under the Securities Act
of 1933, as amended, and customary termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the
benefit of the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties.
The Notes are unsecured, unsubordinated obligations of the Company and rank
equally in right of payment with all of the Company's existing and future senior
unsecured and unsubordinated indebtedness. The Notes are effectively
subordinated in right of payment to all of the Company's existing and future
secured indebtedness (including indebtedness that is initially unsecured to
which the Company subsequently grants a security interest) and structurally
subordinated to all existing and future indebtedness of the Company's
subsidiaries. The Notes bear interest at the rate of 7.125% per annum beginning
on the original issuance date, June 25, 2019, payable quarterly in arrears on
March 30, June 30, September 30 and December 30 of each year, commencing on
September 30, 2019, and at maturity. The Notes mature on June 30, 2024.
The Company may, at its option, at any time and from time to time, on or after
June 30, 2021, redeem the Notes, in whole or in part, at a redemption price
equal to 100% of the outstanding principal amount thereof plus accrued and
unpaid interest to, but excluding, the date fixed for redemption. On and after
any redemption date, interest will cease to accrue on the redeemed Notes.
In connection with the Offering, the Company and U.S. Bank National Association,
as trustee (the "Trustee") entered into an Indenture, dated as of June 21, 2019,
and a First Supplemental Indenture, dated June 25, 2019 (collectively, such
Indenture and First Supplemental Indenture, and referred to herein as the
"Indenture"). The Indenture provides for the form of, and terms of, the Notes
and the issuance of the Notes as a new series of securities of the Company. The
Indenture also contains events of default and cure provisions.
The foregoing descriptions of the Underwriting Agreement, the Indenture and the
Notes do not purport to be complete and are qualified in their entirety by
reference to the full text of such documents, copies of which are attached to
this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively,
and incorporated herein by reference and into the Company's Prospectus
Supplement and accompanying base prospectus, which forms a part of the
The sale of the Notes and their actual issuance was consummated on June 25,
2019. The Company realized net proceeds of approximately $22.1 million from the
sale of the Notes after deducting underwriting discounts and commissions of
approximately $920,000, but before expenses.
Attached as Exhibit 5.1 to this Current Report on Form 8-K and incorporated
herein by reference is a copy of the opinion of Kurzman Eisenberg Corbin &
Lever, LLP relating to the validity of the Notes (the "Legal Opinion"). The
Legal Opinion is also filed with reference to, and is hereby incorporated by
reference into, the Prospectus.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Notes and the Indenture set forth in Item 1.01 is
incorporated herein by reference.
Item 8.01. Other Events.
The Company, on June 21, 2019, issued a press release announcing the pricing
(the "Pricing Press Release"), and on June 25, 2019, issued a press release
announcing the Closing (the "Closing Press Release"), of the Offering. Copies of
the Pricing Press Release and the Closing Press Release are attached as Exhibits
99.1 and 99.2, respectively, to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated as of June 21, 2019, by and between
the Company and Ladenburg Thalmann & Co. Inc., as representative of
the several underwriters named therein.
4.1 Indenture, dated as of June 21, 2019, between the Company and U.S.
Bank National Association, as Trustee.
4.2 First Supplemental Indenture, dated as of June 25, 2019, between the
Company and U.S. Bank National Association, as Trustee.
4.3 Form of 7.125% Note due 2024.
5.1 Opinion of Kurzman Eisenberg Corbin & Lever LLP.
23.1 Consent of Kurzman Eisenberg Corbin & Lever LLP to the filing of
Exhibit 5.1 herewith (included in Exhibit 5.1).
99.1 Pricing Press Release, dated June 21, 2019.
99.2 Closing Press Release, dated June 25, 2019.
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