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): June 29, 2020
TREMONT MORTGAGE TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-38199 | | 82-1719041 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts | | 02458-1634 |
| (Address of Principal Executive Offices) | | (Zip Code) |
617-796-8317
(Registrant’s Telephone Number, Including Area Code)
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:
| ¨ | 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 |
| Common Shares of Beneficial Interest | | TRMT | | The Nasdaq Stock Market LLC |
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 x
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.
In this Current Report on Form 8-K, the terms “we”, “us”, and “our” refer to Tremont Mortgage Trust.
Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2020, our manager, Tremont Realty Advisors LLC, agreed to waive our payment of the management fee, as defined, under our management agreement for the period beginning July 1, 2020 and ending December 31, 2020. In addition, no incentive fee, as defined, under our management agreement will be paid or payable by us through the period ending December 31, 2020. These fee waivers are subject to conditions, including that our management agreement remains in effect.
The foregoing references to our management agreement and the waiver are qualified in their entirety by reference to the full text of those documents, copies of which are incorporated by reference or attached as Exhibits 10.1 and 99.1 to this Current Report on Form 8-K.
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.
| | TREMONT MORTGAGE TRUST |
| | | |
| | | |
| | By: | /s/ G. Douglas Lanois |
| | Name: | G. Douglas Lanois |
| | Title: | Chief Financial Officer and Treasurer |
Dated: June 29, 2020
