UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 7, 2019
HUNT COMPANIES FINANCE TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-35845 | 45-4966519 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
230 Park Avenue, 19th Floor
New York, New York 10169
(Address of principal executive offices)
(212) 521-6323
(Registrant’s telephone number, including area code)
Not applicable
(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) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class Common Stock, $0.01 par value | Trading Symbol(s) HCFT | Name of each exchange on which registered New York Stock Exchange |
| Item 2.02 | Results of Operations and Financial Condition. |
On November 7, 2019, Hunt Companies Finance Trust, Inc. (the “Company”) issued a press release and supplemental financial information announcing its financial results for the fiscal quarter ended September 30, 2019. The press release and supplemental financial information are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
The information disclosed in “Item 2.02 Results of Operations and Financial Condition,” including Exhibits 99.1 and 99.2 hereto, is being furnished and 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 such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
The independent members of the Company’s board of directors (the “Independent Directors”) are aware of the previously announced transaction involving Hunt Real Estate Capital and ORIX Corporation (the “HREC-ORIX Transaction”). The Independent Directors are evaluating the effect of the HREC-ORIX Transaction on the Company.
The Company does not intend to comment further or publicly discuss the potential of alternate developments unless and until the Independent Directors have approved a definitive transaction associated with the HREC-ORIX Transaction, or it is otherwise determined that further disclosure is appropriate or required by law.
| Item 9.01 | Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release of Hunt Companies Finance Trust, Inc., dated November 7, 2019. |
| 99.2 | Supplemental Financial Information for the quarter ended September 30, 2019. |
SIGNATURE
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.
| Hunt Companies Finance Trust, Inc. | |||
| Date: November 7, 2019 | By: | /s/ James A. Briggs | |
| James A. Briggs | |||
| Interim Chief Financial Officer | |||