Item 1.01 Entry into a Material Definitive Agreement.
On October 10, 2020, Granite Point Mortgage Trust Inc. (the "Company") entered
into an Internalization Agreement (the "Internalization Agreement") with its
external manager, Pine River Capital Management L.P. (the "Manager"), pursuant
to which the Company will internalize its management function (the
"Internalization") effective as of 11:59 p.m. on December 31, 2020. Prior to the
Internalization, the Manager will continue to provide services to the Company
pursuant to the Management Agreement, dated June 28, 2017, between the Company
and the Manager (as amended, the "Management Agreement"). Upon consummation of
the Internalization, among other things, (i) the Management Agreement will be
terminated, (ii) the Company will no longer pay management or incentive fees to
the Manager for any period following the Internalization and (iii) the Company
will become an internally managed real estate investment trust. In connection
with the Internalization, the Company will make a one-time cash payment of $44.5
million to the Manager. As previously disclosed, the Company has entered into
employment agreements with the Company's senior management team. In accordance
with the terms of the Internalization Agreement, the Company also intends to
extend offers of employment to other employees of the Manager or its affiliates
across a variety of functions who support the Company's business.
The terms of the Internalization were negotiated and unanimously approved by a
committee of independent members of the Company's board of directors, and the
amount payable by the Company to the Manager in connection with the
Internalization was determined by an arbitral panel at the conclusion of the
Company's previously disclosed arbitration process with the Manager.
The information set forth herein with respect to the Internalization Agreement
is qualified in its entirety by the full text of the Internalization Agreement,
which is filed as Exhibit 10.1 hereto and incorporated into this Item 1.01 by
reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 with respect to the termination of the
Management Agreement is incorporated by reference into this Item 1.02.
Item 8.01 Other Events.
On October 7, 2020, the Company issued a press release providing an update on
the arbitration process with the Manager and, on October 12, 2020, the Company
issued a press release describing the Internalization and related matters.
Copies of the press releases are included as Exhibits 99.1 and 99.2 to this
report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1* Internalization Agreement, October 10, 2020, by and between Granite
Point Mortgage Trust Inc. and Pine River Capital Management L.P.
99.1 Press Release, dated October 7, 2020.
99.2 Press Release, dated October 12, 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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