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): August 22, 2024
J.P. Morgan Real Estate Income Trust, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Maryland | 333-265588 | 87-3439916 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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277 Park Avenue 9th Floor New York, New York | | 10172 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (212) 270-6000
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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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: None
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Title of each class |
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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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On August 22, 2024, certain indirect subsidiaries (the “Sellers”) of J.P. Morgan Real Estate Income Trust, Inc. (the “Company”) entered into a Master Repurchase Agreement (the “Agreement”) with U.S. Bank National Association (the “Buyer”). The Agreement provides for a maximum aggregate purchase price of $150 million and has a three-year term plus two, one-year extension options. Subject to the terms and conditions thereof, the Agreement provides for the purchase, sale and repurchase of senior mortgage loans and participation interests in performing senior mortgage loans satisfying certain conditions set forth in the Agreement.
Advances under the Agreement accrue interest at a per annum rate equal to the Term SOFR Base Rate (as defined in the Agreement) for a one-month period plus a margin as agreed upon by the Buyer and Seller for each transaction. The Agreement contains affirmative and negative covenants and provisions regarding events of default that are normal and customary for similar repurchase facilities. The Company’s operating partnership, J.P. Morgan REIT Operating Partnership L.P., has agreed to provide a limited guarantee of the obligations of the Sellers under the Agreement. As of the date hereof, there are no outstanding borrowings under the Agreement.
Item 7.01 Regulation FD Disclosure.
On August 28, 2024, the Company issued a press release regarding its closing of a $62.4 million mortgage loan to finance the acquisition of Satori West Ashley, a 297-unit multifamily property located in Charleston, SC.
The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 in this Current Report is furnished and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
*Furnished herewith
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.
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| | | J.P. Morgan Real Estate Income Trust, Inc. |
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Date: | August 28, 2024 | By: | /s/ Lawrence A. Goodfield, Jr. |
| | | Lawrence A. Goodfield, Jr.
Chief Financial Officer and Treasurer |
