Item 1.01 Entry into a Material Definitive Agreement
On
For the sales of Shares through the Placement Agents, as the Company's sales agents, the Company will pay the Placement Agents a commission at a mutually agreed rate, not to exceed 2.0% of the gross sales price per Share. In addition, the Company has agreed to pay certain expenses incurred by the Placement Agents in connection with the offering. The Company may also sell Shares to one or more of the Placement Agents as principal for such Placement Agent's own account at a price agreed upon at the time of sale. If the Company sells Shares to one or more of the Placement Agents as principal, the Company will enter into a separate terms agreement with such Placement Agent. The Company has no obligation to sell any shares under the Equity Distribution Agreements, and may at any time suspend the offering of shares under the Equity Distribution Agreements.
The Equity Distribution Agreements contain customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Placement Agents have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Company expects to use the net proceeds from sales of the Shares under the Equity Distribution Agreements, if any, for general corporate purposes, which may include, without limitation, originating and acquiring investor real estate loans, repayment or refinancing of debt or other corporate obligations, capital expenditures, working capital, acquisitions and repurchases and redemptions of securities, and acquisitions or investments in complementary businesses .
The Shares will be issued pursuant to the Company's shelf registration statement
on Form S-3 (File No. 333-258971). The Company filed a prospectus supplement,
dated
The foregoing description of the Equity Distribution Agreements is not complete and is qualified in its entirety by reference to the full text of the form of such agreements, a form of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of
Item 9.01 Exhibits. Exhibit Number Description 1.1 Form of Equity Distribution Agreement, datedSeptember 3, 2021 5.1 Opinion ofSimpson Thacher & Bartlett LLP 23.1 Consent ofSimpson Thacher & Bartlett LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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