UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2020
Exantas Capital Corp.
(Exact name of registrant as specified in its charter)
Maryland | | 1-32733 | | 20-2287134 |
(State or other jurisdiction of | | (Commission File Number) | | (IRS Employer Identification No.) |
incorporation) | | | | |
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717 Fifth Avenue | | | | |
New York, NY | | | | 10022 |
(Address of principal executive offices) | | | | (Zip Code) |
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Registrant’s telephone number, including area code: 212-621-3210 |
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N/A |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.001 par value | | XAN | | New York Stock Exchange |
8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock | | XANPrC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On February 20, 2020, Exantas Capital Corp. (the “Company”) entered into an amendment (the “Amendment”) to its Third Amended and Restated Management Agreement dated as of December 14, 2017, by and among the Company, Exantas Capital Manager Inc. (the “Manager”) and Resource America, Inc.
The Amendment (a) updated the Company’s and Manager’s names in accordance with name changes that the companies completed since entering into the Original Agreement, and (b) added a reimbursement requirement by the Company for expenses of the Manager or its affiliates in connection with the making of fixed-rate commercial real estate loans in the amount of 1% of the principal amount of each such loan.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01Regulation FD Disclosure.
On February 24, 2020, in connection with the transaction described above, the Company issued a press release, a copy of which is attached as Exhibit 99.1 hereto and is being “furnished” pursuant to Item 7.01 of Form 8-K.
Information furnished pursuant to Item 7.01 shall not be deemed “filed” for 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. This information shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | EXANTAS CAPITAL CORP. |
| | | | |
Date: | February 24, 2020 | | | |
| | | By: | /s/ David J. Bryant |
| | | | David J. Bryant |
| | | | Chief Financial Officer |
