Maryland
(State or Other Jurisdiction of Incorporation)
|
001-36892
(Commission File Number)
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47-1978772
(IRS Employer Identification No.)
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6410 Poplar Avenue, Suite 650
Memphis, Tennessee
(Address of Principal Executive Offices)
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38119
(Zip Code)
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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))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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JCAP
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New York Stock Exchange
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7.00% Series B cumulative redeemable perpetual preferred stock, $0.01 par value per share
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JCAP PR B
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New York Stock Exchange
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☒ |
Emerging growth company.
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☒ |
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.
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Exhibit No.
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Description
|
|
First Amendment to the Agreement and Plan of Merger, dated as of September 21, 2020, by and among Jernigan Capital, Inc., Jernigan Capital Operating Company, LLC, NexPoint RE Merger, Inc. and NexPoint RE Merger OP, LLC
|
||
First Amendment to Second Amended and Restated Credit Agreement, dated September 21, 2020, by and among Jernigan Capital Operating Company, LLC, Jernigan Capital, Inc., certain subsidiaries of Jernigan Capital, Inc. party thereto, the other
lenders party thereto and KeyBank National Association, as administrative agent for itself and the other lenders party thereto.
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Jernigan Capital, Inc.
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By: /s/ John A. Good
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Name: John A. Good
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Title: Chief Executive Officer
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JERNIGAN CAPITAL, INC.
|
|||
By:
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/s/ John A. Good
|
||
Name:
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John A. Good
|
||
Title:
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Chief Executive Officer
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JERNIGAN CAPITAL OPERATING COMPANY, LLC
By: JERNIGAN CAPITAL, INC., its sole managing
member
|
|||
By:
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/s/ John A. Good
|
||
Name:
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John A. Good
|
||
Title:
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Chief Executive Officer
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NEXPOINT RE MERGER, INC.
|
|||
By:
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/s/ Brian Mitts
|
||
Name:
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Brian Mitts
|
||
Title:
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President
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NEXPOINT RE MERGER OP, LLC
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|||
By:
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/s/ Brian Mitts
|
||
Name:
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Brian Mitts
|
||
Title:
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President
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BORROWER:
|
|||
JERNIGAN CAPITAL OPERATING
|
|||
COMPANY, LLC, a Delaware limited liability
|
|||
company
|
|||
By:
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Jernigan Capital, Inc., a Maryland limited
|
||
liability company, its managing member
|
|||
By:
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/s/ Kelly P. Luttrell
|
||
Name:
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Kelly P. Luttrell
|
||
Title:
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Senior Vice President, Chief
|
||
Financial Officer and Treasurer
|
|||
(SEAL)
|
REIT:
|
||
JERNIGAN CAPITAL, INC., a Maryland
|
||
corporation
|
||
By:
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/s/ Kelly P. Luttrell
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Name:
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Kelly P. Luttrell
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Title:
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Senior Vice President, Chief
|
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Financial Officer and Treasurer
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||
(SEAL)
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SUBSIDIARY GUARANTORS:
|
|||||
MIAMI CITY SELF STORAGE 3RD AVE, LLC,
MIAMI CITY SELF STORAGE DORAL 77TH OWNER, LLC;
MIAMI CITY SELF STORAGE 6TH AVE, LLC;
MIAMI CITY SELF STORAGE 28TH LANE, LLC;
MIAMI CITY SELF STORAGE PEMBROKE PINES BLVD OWNER, LLC, each a Florida limited liability company
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|||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, their sole member
|
||||
By:
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Jernigan Capital, Inc., a Maryland corporation, its managing member
|
||||
By:
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/s/ Kelly P. Luttrell
|
||||
Name: Kelly P. Luttrell
|
|||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|||||
(SEAL)
|
|||||
BAKERY SQUARE SELF STORAGE, LLC, a Florida limited liability company
|
|||||
By:
|
Bakery Square Self Storage Parent, LLC, a Florida limited liability company, its manager
|
||||
By:
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Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its manager
|
||||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
||||
By:
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/s/ Kelly P. Luttrell
|
||||
Name: Kelly P. Luttrell
|
|||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|||||
(SEAL)
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BAKERY SQUARE SELF STORAGE PARENT, LLC, a Florida limited liability company
|
||||
By:
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Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its manager
|
|||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
|||
By:
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/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
BAKERY SQUARE OPERATIONS, LLC, a Delaware limited liability company
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
|||
By:
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/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
PLG JACKSONVILLE STORAGE, LLC, a Delaware limited liability company
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
LR-BAYSHORE 1, LLC, a Delaware limited liability company
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its managing member
|
|||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
FLEMING ISLAND SS, LLC, a Florida limited liability company
|
||||||
By:
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Fleming Island SS Holding, LLC, a Florida limited liability company, its sole member
|
|||||
By:
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JCAP FI Holdings, LLC, a Delaware limited liability company, its sole member
|
|||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
|||||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
|||||
By:
|
/s/ Kelly P. Luttrell
|
|||||
Name: Kelly P. Luttrell
|
||||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||||
(SEAL)
|
FLEMING ISLAND SS HOLDING, LLC, a Florida limited liability company,
|
|||||
By:
|
JCAP FI Holdings, LLC, a Delaware limited liability company, its sole member
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
||||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
||||
By:
|
/s/ Kelly P. Luttrell
|
||||
Name: Kelly P. Luttrell
|
|||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|||||
(SEAL)
|
JCAP FI HOLDINGS, LLC, a Delaware limited liability company
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
EDISON CAPITAL JACKSONVILLE LLC,
a Delaware limited liability company
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
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FIVE POINTS STORAGE OWNER, LLC,
a North Carolina limited liability company
|
|||||
By:
|
Five Points Storage Member, LLC, a
North Carolina limited liability company, its sole member
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
||||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
||||
By:
|
/s/ Kelly P. Luttrell
|
||||
Name: Kelly P. Luttrell
|
|||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|||||
(SEAL)
|
FIVE POINTS STORAGE MEMBER, LLC,
a North Carolina limited liability company
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
10TH & SEIGLE AVE., LLC,
a Delaware limited liability company
|
|||||
By:
|
10th & Seigle Ave. Holdings, LLC, a Delaware limited liability company, its sole member
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
||||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
||||
By:
|
/s/ Kelly P. Luttrell
|
||||
Name: Kelly P. Luttrell
|
|||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|||||
(SEAL)
|
NORTHSIDE ATLANTA OWNER, LLC, a Delaware limited liability company
|
|||||
By:
|
Northside Atlanta VFS, LLC, a Delaware limited liability company, its managing member
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
||||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
||||
By:
|
/s/ Kelly P. Luttrell
|
||||
Name: Kelly P. Luttrell
|
|||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|||||
(SEAL)
|
MONROE ATLANTA OWNER, LLC, a Delaware limited liability company
|
|||||
By:
|
Monroe Atlanta VFS, LLC, a Delaware limited liability company, its managing member
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
||||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
||||
By:
|
/s/ Kelly P. Luttrell
|
||||
Name: Kelly P. Luttrell
|
|||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|||||
(SEAL)
|
STORAGE PARTNERS OF MIAMI I, LLC, a Delaware limited liability company
|
|||||
By:
|
SPMI Holding, LLC, a Delaware limited liability company, its sole member
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, its sole member
|
||||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
||||
By:
|
/s/ Kelly P. Luttrell
|
||||
Name: Kelly P. Luttrell
|
|||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|||||
(SEAL)
|
SPMI HOLDING, LLC;
|
||||
10 HAMPSHIRE PROPERTY LLC;
|
||||
7807 KINGSTON PIKE, LLC;
|
||||
MONROE ATLANTA VFS, LLC;
|
||||
NORTHSIDE ATLANTA VFS, LLC;
|
||||
PVR STORAGE, LLC;
|
||||
MEQUITY VININGS, LLC;
|
||||
LAUDERDALE STORAGE BUILDERS, LLC;
|
||||
HURTSBOURNE STORAGE, LLC;
|
||||
10TH & SEIGLE AVE. HOLDINGS, LLC, each a Delaware limited liability company
|
||||
By:
|
Jernigan Capital Operating Company, LLC, a Delaware limited liability company, their sole member
|
|||
By:
|
Jernigan Capital, Inc., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
1835 WASHINGTON SELF STORAGE LLC,
a Delaware limited liability company
|
||||
By:
|
JERNIGAN CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
JERNIGAN CAPITAL, INC., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
101 AMERICAN BLVD. W., LLC,
a Delaware limited liability company
|
||||
By:
|
JERNIGAN CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
JERNIGAN CAPITAL, INC., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
631 TRANSFER RD., LLC,
a Delaware limited liability company
|
||||
By:
|
JERNIGAN CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
JERNIGAN CAPITAL, INC., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
3216 WINNETKA AVE. N., LLC,
a Delaware limited liability company
|
||||
By:
|
JERNIGAN CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
JERNIGAN CAPITAL, INC., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
EAST COLONIAL CAPITAL ORLANDO LLC,
a Delaware limited liability company
|
||||
By:
|
JERNIGAN CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
JERNIGAN CAPITAL, INC., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
ALAMEDA CAPITAL, LLC,
a Delaware limited liability company
|
||||
By:
|
JERNIGAN CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
JERNIGAN CAPITAL, INC., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
MEQUITY 150TH STREET, LLC,
a Delaware limited liability company
|
||||
By:
|
JERNIGAN CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
JERNIGAN CAPITAL, INC., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
BT STORAGE INVESTMENTS, LLC,
a Delaware limited liability company
|
|||||
By:
|
VALBARD INVESTMENTS, LLC, a
Delaware limited liability company, its managing member
|
||||
By:
|
JERNIGAN CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company, its sole member
|
||||
By:
|
JERNIGAN CAPITAL, INC., a Maryland corporation, its managing member
|
||||
By:
|
/s/ Kelly P. Luttrell
|
||||
Name: Kelly P. Luttrell
|
|||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
|||||
(SEAL)
|
VALBARD INVESTMENTS, LLC,
a Delaware limited liability company
|
||||
By:
|
JERNIGAN CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company, its sole member
|
|||
By:
|
JERNIGAN CAPITAL, INC., a Maryland corporation, its managing member
|
|||
By:
|
/s/ Kelly P. Luttrell
|
|||
Name: Kelly P. Luttrell
|
||||
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
||||
(SEAL)
|
LENDERS:
|
||
KEYBANK NATIONAL ASSOCIATION, individually and as Agent
|
||
By:
|
/s/ Sara Jo Smith
|
|
Name: Sara Jo Smith
|
||
Title: Vice President
|
||
RAYMOND JAMES BANK, N.A.
|
||
By:
|
/s/ Matt Stein
|
|
Name: Matt Stein
|
||
Title: Senior Vice President
|
||
BMO HARRIS BANK N.A.
|
||
By:
|
/s/ Jonas L. Robinson
|
|
Name: Jonas L. Robinson
|
||
Title: Senior Vice President
|
||
TRUSTMARK NATIONAL BANK
|
||
By:
|
/s/ Michael Peeler
|
|
Name: Michael Peeler
|
||
Title: Senior Vice President
|
||
FIRSTBANK
|
||
By:
|
/s/ Bill Harter
|
|
Name: Bill Harter
|
||
Title: Senior Vice President
|
||
TRIUMPH BANK
|
||
By:
|
||
Name:
|
||
Title:
|
RENASANT BANK
|
||
By:
|
/s/ David Bowman
|
|
Name: David Bowman
|
||
Title: Managing Director
|
||
PINNACLE BANK
|
||
By:
|
/s/ Joelle Rogin
|
|
Name: Joelle Rogin
|
||
Title: Senior Vice President
|
||
SYNOVUS BANK
|
||
By:
|
/s/ Zachary Braun
|
|
Name: Zachary Braun
|
||
Title: Relationship Manager
|
||
TRUIST BANK
|
||
By:
|
||
Name:
|
||
Title:
|
||
IBERIABANK, a division of First Horizon Bank
|
||
By:
|
/s/ Luke Yancy
|
|
Name: Luke Yancy
|
||
Title: Senior Vice President
|