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): September 28, 2019
Rodin Income Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 333-221824 | 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 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
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 September 27, 2019, the board of directors (the “Board”) of Rodin Income Trust, Inc. (the “Company”) approved an amendment (the “First Amendment”), dated September 28, 2019, to the amended and restated advisory agreement, dated September 28, 2018 (the “Advisory Agreement”), by and among the Company, Rodin Income Trust Operating Partnership, L.P., Rodin Income Advisors, LLC (the “Advisor”), and for purposes of certain provisions, Cantor Fitzgerald Investors, LLC and Rodin Income Trust OP Holdings, LLC. The First Amendment (i) amends the monthly Asset Management Fee (as defined in the Advisory Agreement) from one-twelfth of 1.25% of the cost of the Company’s investments at the end of each month, to one-twelfth of 1.20% of the Company’s most recently disclosed NAV and (ii) renews the term of the Advisory Agreement for an additional one-year term commencing on September 28, 2019. Pursuant to the Advisory Agreement, the Advisor will continue to manage the Company’s day-to-day operations and its portfolio of real estate-related assets, subject to the Board’s supervision. Except as set forth in this Current Report on Form 8-K, the material terms of the Advisory Agreement remain unchanged.
The foregoing description of the Advisory Agreement and the First Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the Advisory Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2018, and the First Amendment filed as Exhibit 10.1 hereto, both of which are incorporated by reference into this Item 1.01.
Item 3.03. Material Modification to Rights of Security Holders.
On September 27, 2019, the Board approved the amendment and restatement of the Company’s share repurchase program (the “Amended and Restated Share Repurchase Program”), as described in more detail below. The Amended and Restated Share Repurchase Program will become effective November 1, 2019.
The changes to the Amended and Restated Share Repurchase Program include the following:
| • | removal of the one-year holding requirement for share repurchases; |
| • | adjustment to the availability of the share repurchase program from quarterly to monthly; |
| • | adjustment to the restriction on the availability of the share repurchase program in any calendar year from, 5% of the weighted-average number of shares during the prior calendar year, to shares whose aggregate value is 10% of the combined NAV of all classes of shares as of the last calendar day of the previous calendar year; |
| • | addition of a restriction on the availability of the share repurchase program in any calendar month equal to shares whose aggregate value is 2% of the combined NAV of all classes of shares as of the last calendar day of the previous month; |
| • | removal of the restriction that funds available for repurchase in each period be limited to the funds received from the Company’s distribution reinvestment plan in the prior quarter; and |
| • | adjustment to the discounts to NAV per share of the share class being repurchased by the Company from its shareholders as follows: |
Holding Period | Original Repurchase Price as a Percentage of NAV | Amended and Restated Repurchase Price as a Percentage of NAV | ||
Less than 1 year | No Repurchase Allowed | 96% | ||
1 year | 96% | 97% | ||
2 years | 97% | 98% | ||
3 years | 98% | 99% | ||
4 years | 99% | 100% | ||
5 years and longer | 100% | 100% |
Item 9.01. Financial Statements and Exhibits
| (d) | 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.
RODIN INCOME TRUST, INC. | ||||
Date: September 30, 2019 | By: | /s/ STEVEN BISGAY | ||
Name: Steven Bisgay | ||||
Title: Chief Financial Officer | ||||
