Item 1.01Entry into a Material Definitive Agreement.
Senior Secured Financing Facility
As previously reported, on July 31, 2020, RCC Real Estate SPE Holdings LLC
("Holdings"), an indirect, wholly owned subsidiary of Exantas Capital Corp., and
RCC Real Estate SPE 9 LLC (the "Borrower"), a direct, wholly owned subsidiary of
Holdings, entered into a $250 million Loan and Servicing Agreement (the "Loan
Agreement") with Massachusetts Mutual Life Insurance Company ("MassMutual"), the
other lenders party thereto (the "Lenders"), Wells Fargo Bank, National
Association, as the administrative agent and collateral custodian, MassMutual,
as the facility servicer, and ACRES Capital Servicing LLC, an affiliate of ACRES
Capital, LLC, as the portfolio servicer. Capitalized terms used but not defined
herein have the same meanings as in the Loan Agreement, a copy of which was
included as Exhibit 10.2 to our current report on Form 8-K filed on August 3,
2020 and is incorporated herein by reference.
On September 16, 2020, Holdings, the Borrower and the Lenders entered into a
first amendment to the Loan Agreement (the "Amendment") pursuant to which (i)
the portfolio of Initial Portfolio Assets was revised and an agreed advance rate
for each Initial Portfolio Asset (each, an "Initial Portfolio Asset Advance
Rate") was set, and (ii) the revolving loan facility under the Loan Agreement
was amended to require the Initial Lender (currently MassMutual) to provide a
specific advance rate for any future Eligible Portfolio Assets and to limit the
aggregate total amount of Advances outstanding at any time to both the Total
Facility Amount and, in lieu of a 55% LTV, a Borrowing Base as of any required
date of determination equal to the sum of, in each case, the product of the
advance rate for such Eligible Portfolio Asset (including in respect of the
Initial Portfolio Assets, the applicable Initial Portfolio Advance Rate
therefor) and the then determined Value of such Eligible Portfolio Asset.
The Initial Portfolio Asset Advance Rates range between approximately 27% and
70%.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment,
which is filed as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 First Amendment to Loan and Servicing Agreement, dated as of
September 16, 2020, among RCC Real Estate SPE Holdings LLC, RCC Real
Estate SPE 9 LLC, Massachusetts Mutual Life Insurance Company and
Wells Fargo Bank, National Association, as the Administrative
Agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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