CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “may,” “could,” “should,” “expect,” “intend,” “plan,” “goal,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “variables,” “potential,” “continue,” “expand,” “maintain,” “create,” “strategies,” “likely,” “will,” “would” and variations of these terms and similar expressions indicate forward-looking statements. These forward-looking statements reflect the intent, belief or current expectations of our management based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not factual or guarantees of future performance, and we caution stockholders not to place undue reliance on them. Actual results may differ materially from those expressed or forecasted in forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to risks related to expected closing the Preferred Stock Offering (as defined below) and the anticipated use of proceeds thereof, blind pool offerings, best efforts offerings, use of short-term financing, borrower defaults, changing interest rates, the effects of the COVID-19 pandemic, particularly on hospitality and retail properties, including our hotel, and on related mortgage loans and securities, and other risks detailed in the Risk Factors section in our most recent Annual Report on Form 10-K and in subsequent filings on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”) and made available on our website. Forward-looking statements reflect our management’s view only as of the date they are made and may ultimately prove to be incorrect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 15, 2021, InPoint Commercial Real Estate Income, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company, Inland InPoint Advisor, LLC, a Delaware limited liability company (the “Advisor”), InPoint REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Raymond James & Associates, Inc., as representative of the underwriters (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Company 3,500,000 shares of the Company’s 6.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) at a price of $24.2125 per share (the “Preferred Stock Offering”). The Series A Preferred Stock was offered to the public at a price of $25.00 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 525,000 shares of Series A Preferred Stock to cover over-allotments, if any. The Series A Preferred Stock will have a $25.00 per share liquidation preference. The Company will receive gross proceeds of $87.5 million (or approximately $100.6 million if the underwriters exercise their over-allotment option in full) from the sale of the Series A Preferred Stock, before deducting the underwriting discounts and other estimated offering expenses. The Preferred Stock Offering is expected to close on September 22, 2021, subject to customary closing conditions.
The Company intends to contribute the net proceeds from the Preferred Stock Offering to the Operating Partnership, which in turn intends to use the net proceeds to acquire its targeted assets in a manner consistent with its investment strategies and investment guidelines and for general corporate purposes. The Series A Preferred Stock is expected to be listed on the New York Stock Exchange under the symbol “ICR PR A” and to trade thereon within 30 days of the original issue date.
The Series A Preferred Stock was registered with the SEC pursuant to the Company’s registration statement on Form S-11 (File No. 333-258802) (as the same may be amended or supplemented, the “Registration Statement”) under the Securities Act.
The Company made certain customary representations, warranties and covenants concerning the Company and the Registration Statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. The representations, warranties and covenants set forth in the Underwriting Agreement were made only for purposes of the Underwriting Agreement, and only as of
