Item 1.01. Entry into a Material Definitive Agreement.
On
A fund managed by Oaktree has a minority interest in ACRES.
Amendment of the Existing Management Agreement
On
• Term. The term of the Fourth Agreement is extended toJuly 21, 2023 ; • Board Designation Rights. During the term of the Fourth Agreement, ACRES will have the right to designate not less than two nominees for election to the Board of the Directors of the Company, each of whom shall be required to resign in certain circumstances; • Termination Fee. A Termination Fee (as defined in the Fourth Agreement) is payable to ACRES upon ACRES's termination of the Fourth Agreement due to default by the Company; • Compensation. A minimum monthly amount was included in the Base Management Fee (as defined in the Fourth Agreement) payable by the Company to ACRES covering the period throughJuly 31, 2022 ; and • Definition of "Incentive Compensation." A revised calculation of "Incentive Compensation," with respect to each fiscal quarter commencing with the quarter endingDecember 31, 2022 , is added to the Fourth Agreement. Generally, it provides that the incentive compensation fees are calculated based on 20% of the amount of the Company's Core Earnings (as defined in the Fourth Agreement) in excess of a 7% return on the Company's Book Value Equity (as defined in the Fourth Agreement); provided, however, that in no event will an incentive compensation fee be paid unless Core Earnings for the 12 most recently completed calendar quarters (or such lesser number of completed calendar quarters fromSeptember 30, 2022 ) in the aggregate is greater than zero.
The foregoing description of the Fourth Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Senior Secured Financing Facility
On
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Pursuant to the Loan Agreement, the Borrower's obligations under the Loan . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth under Item 1.01 is incorporated herein by reference. The Warrants were sold to Oaktree and MassMutual pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), afforded by Section 4(a)(2) of the Act and Rule 506 promulgated thereunder. The Company agreed to register the resale of the shares of common stock issuable upon exercise of the Warrants.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
In connection with ACRES becoming the Company's external manager, on
The resignation of each of Messrs. Cohen, Farkas, Lieber and Stern was not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Effective
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Item 7.01 Regulation FD Disclosure.
On
Additionally, the Company is furnishing an investor presentation, dated
This Current Report on Form 8-K, including the Press Release and the Investor
Presentation, contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are made on
the basis of management's views and assumptions regarding future events and
business performance as of the time the statements are made. Actual results may
differ materially from those expressed or implied. Information concerning
factors that could cause actual results to differ materially from those in
forward-looking statements is contained from time to time in the Company's
filings with the
In accordance with General Instruction B.2 of Form 8-K, the information included in Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto), shall not be deemed "filed" for the 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, nor shall it be deemed incorporated by reference into any registration statement or any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information should not be deemed an admission as to the materiality of any such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Fourth Amended and Restated Management Agreement, dated as ofJuly 31, 2020 , by and amongExantas Capital Corp. ,ACRES Capital, LLC andACRES Capital Corp. 10.2 Loan and Servicing Agreement, dated as ofJuly 31, 2020 , among RCCReal Estate SPE Holdings LLC , as Holdings, RCC Real Estate SPE 9 LLC, as the Borrower,Massachusetts Mutual Life Insurance Company and the other Lenders from time to time party thereto,Wells Fargo Bank, National Association , as the Administrative Agent,Massachusetts Mutual Life Insurance Company , as the Facility Servicer,ACRES Capital Servicing LLC , as the Portfolio Asset Servicer, andWells Fargo Bank, National Association , as the Collateral Custodian. 10.3 Guaranty, dated as ofJuly 31, 2020 , byExantas Capital Corp. , and each of Exantas Real Estate Funding 2018-RSO6 Investor, LLC , ExantasReal Estate Funding 2019-RSO7 Investor, LLC , andExantas Real Estate Funding 2020-RSO8 Investor, LLC , in favor of the Secured Parties. 10.4 Note and Warrant Purchase Agreement, dated as ofJuly 31, 2020 , by and amongExantas Capital Corp. and the Purchasers signatory thereto. 10.5 Promissory Note, dated as ofJuly 31, 2020 , issued byACRES Capital Corp. toRCC Real Estate, Inc. 99.1 Press Release, datedAugust 3, 2020 . 99.2 Investor Presentation, datedAugust 3, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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