UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 1, 2018
Rodin Income Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 333-221814 | 81-1144197 | ||
(State or other jurisdiction of incorporation) | (Commission File Numbers) | (IRS Employer Identification No.) |
110 E. 59th Street, New York, NY 10022
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212)938-5000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 8.01. Other Events.
533 East 12th Street, New York, NY
On November 1, 2018, Rodin Income Trust, Inc. (the “Company”), through an indirect subsidiary, RIT Lending, Inc. (the “Lender”), originated an $8.99 million floating rate, mezzanine loan (the “Loan”) to DS 531 E. 12th Mezz LLC (the “Mezzanine Borrower”), which is owned and controlled by Michael Shah, the principal of Delshah Capital Limited (“Delshah”), for the acquisition of a multifamily property located in Manhattan, NY (the “Property”) for a total acquisition cost of $26.07 million. The acquisition of the Property was further financed by a $17 million mortgage loan provided by Pacific Western Bank (the “Senior Lender”). The fee simple interest in the Property is held by DS 531 E. 12th Owner LLC, a single purpose limited liability company (the “Senior Borrower”) of which Mezzanine Borrower owns 100% of the membership interests. Delshah anticipates that the apartment residences will be converted to condominiums.
The Property is a8-story multifamily building totaling approximately 27,400 square feet, located at 533 E. 12th Street in the Lower East Side neighborhood of Manhattan and has an aggregateas-is appraised value based on a condominiumsell-out scenario of $25.7 million.
The following table provides certain information about the Loan:
Loan Type | Loan Amount | Loan Term | Coupon | Amortization | Loan-to Value | |||||
Mezzanine Loan | $8,990,000 | 3 years, with 21-year extension options | 30-day Libor + 9.25% | Interest only | 84.3%, based on initial funding amounts for both loans to Mezzanine Borrower and Senior Borrower |
The interest rate for the Loan is LIBOR plus 9.25%. The Loan is secured by a pledge of 100% of the equity interests in the Senior Borrower. The Loan may be prepaid in its entirety or in part in connection with sales of condominium units, subject in each case to Lender’s receipt of eighteen months of minimum interest. The term of the Loan is three years, with two1-year options to extend. The mezzanine loan agreement for the Loan (the “Loan Agreement”) contains customary covenants restricting the Borrower’s operation, modification and leasing of the Property without Lender’s consent in certain material circumstances. In addition, the Loan Agreement contains customary events of default (subject to certain materiality thresholds and grace and cure periods). The events of default are standard for agreements of this type and include, for example, payment and covenant breaches, insolvency of the Borrower, and certain dispositions of the collateral or a change in control of the Borrower. The Property will be managed by an affiliate of the Borrower.
$6,830,000 of the Loan was funded at closing. $1,660,000 (the “Interest Holdback”) of the Loan was held back and will be advanced to the extent the Property does not generate sufficient cash flow to fully cover the payment of interest on the Loan. Lender may require the Borrower to contribute funds to an interest reserve if Lender does not believe that the Interest Holdback will be sufficient to pay interest on the Loan through the maturity date. $500,000 (the “CapEx Holdback”) of the Loan was held back and will be advanced to pay for capital expenditure and marketing costs associated with the Property and approved by Lender. Advances of the CapEx Holdback are subject to standard conditions associated with such advances, including evidence that all corresponding contractors have been paid and that there are no liens on the Property.
The Loan Agreement permits the Borrower to convert the Property to a condominium, subject to the satisfaction of certain conditions, including Lender’s review and approval of the applicable condominium documents.
In connection with the origination of the Loan, Lender and Senior Lender entered into an intercreditor agreement (the “Intercreditor Agreement”), dated as of November 1, 2018. The Intercreditor Agreement specifies the time and method by which the various secured parties may enforce their security interests in their respective collateral. In addition, the Intercreditor Agreement contains customary restrictions on modifications to the senior and mezzanine loan documents and restrictions on the ability of the lenders to exercise overlapping consent rights. The Intercreditor Agreement also grants Lender the right to cure events of default under the Senior Loan and the right to purchase the Senior Loan during the continuance of an event of the default under the Senior Loan.
CFI Participation Agreement
On November 1, 2018, in connection with the origination of the Loan, the Lender entered into a participation agreement (the “Participation Agreement”) with Cantor Fitzgerald Investors, LLC (“CFI”). The Company, through the Lender, originated the Loan with (i) cash from the Company’s ongoing initial public offering equivalent to a 20.23% interest in the Loan and (ii) proceeds from the transfer to CFI of a 79.77% participation interest in the Loan. The Company intends, but is not obligated, to purchase the remaining 79.77% of the interest in the Loan from CFI at a purchase price equal to the equity contributed by CFI in exchange for such interests in the Loan. The Participation Agreement provides that participation certificates sold to CFI represent an undivided beneficial ownership interest in the Loan. The Participation Agreement also specifies the parties’ respective rights with respect to the Loan. The transactions with CFI were approved by the Company’s board of directors, including by the majority of its independent directors.
The description above of the Participation Agreement is a summary and is qualified in its entirety by the Participation Agreement, included as Exhibit 99.1 to this Current Report onForm 8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form8-K contains forward-looking statements (including those concerning the Company’s intention regarding the purchase of the remaining 79.77% of the interest in the Loan from CFI and potential condominium conversion of the Property) that are based on the Company’s current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties, including, without limitation, the ability of the Company to purchase the remainder of the interests as well as those risks set forth in the “Risk Factors” section of the Company’s Registration Statement on FormS-11, as amended or supplemented by the Company’s other filings with the Securities and Exchange Commission. Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Variations of assumptions and results may be material. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the ability of the Borrower to effectively manage the Property, the ability of the Borrower to comply with the terms of the Loan, changes in market rates for multifamily properties located in Manhattan, future property values, the impact of any losses on cash flows and returns, property level cash flows, changes in economic conditions generally and the real estate and debt markets specifically, availability of capital, the ability to achieve targeted returns, generally accepted accounting principles, policies and rules applicable to REITs and the factors specified in the Company’s filings with the Securities and Exchange Commission. The foregoing list of factors is not exhaustive. To the extent that the Company’s assumptions differ from actual results, the Company’s ability to meet such forward-looking statements may be significantly and negatively impacted. You are cautioned not to place undue reliance on any forward-looking statements.
Item 9.01
(d) Exhibits
Exhibit No. | Description | |
| 99.1 | Participation Agreement, dated as of November 1, 2018, among RIT Lending, Inc., and Cantor Fitzgerald Investors, LLC. | |
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.
| RODIN INCOME TRUST, INC. | ||||||
| Date: November 7, 2018 | By: | /s/ STEVE BISGAY | ||||
| Name: Steve Bisgay | ||||||
| Title: Chief Financial Officer | ||||||
