UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On December 2, 2021, Claros Mortgage Trust, Inc. (the “Company”), the subsidiary guarantors named therein, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent, entered into an Amendment No. 3 to Term Loan Credit Agreement (“Amendment No. 3”) to the Company’s Term Loan Credit Agreement, dated as of August 9, 2019, as amended by Amendment No. 1 to Term Loan Credit Agreement, dated as of December 1, 2020, and Amendment No. 2 to Term Loan Credit Agreement, dated as of November 15, 2021 (the “Existing Term Loan Agreement”).
Amendment No. 3 provides for, among other things, (i) a reduction of the applicable margin by 0.50% and (ii) a reduction of the interest rate floor by 0.50%, for a current total reduction of the interest rate of 1.0%, pursuant to which advances under the Existing Term Loan Agreement bear interest. From and after the Amendment No. 3, the applicable margin for advances accruing interest at the secured overnight financing rate (SOFR) will be 4.50% per annum (with an interest rate floor of 0.50%) and the applicable margin for advances accruing interest at the base rate will be 3.50% per annum (with an interest rate floor of 1.50%). Previously, advances outstanding under the Existing Term Loan Agreement accrued interest at either LIBOR plus 5.0% per annum (with an interest rate floor of 1.0%) or the base rate plus 4.0% per annum (with an interest rate floor of 2.0%).
In addition, Amendment No. 3 reduced the twelve-month soft call protection period under the Existing Term Loan Agreement to six months, which would require the payment of a 1.0% premium to repay the borrowings thereunder in connection with a repricing or refinancing transaction after the effective date of Amendment No. 3.
The foregoing summary of Amendment No. 3 does not purport to be complete and is qualified in its entirety by references to Amendment No. 3, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 3, 2021, the Company issued a press release announcing the entry into Amendment No. 3. A copy of that press release is furnished as Exhibit 99.1 to this report. The press release has also been posted in the investor relations/presentations section of the Company’s website at www.clarosmortgage.com.
The information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Amendment No. 3 to Term Loan Credit Agreement by and among the Company, the subsidiary guarantors named therein, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent, dated as of December 2, 2021. | |
| 99.1 | Press Release dated December 3, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| CLAROS MORTGAGE TRUST, INC. | ||||||
| Date: December 3, 2021 | By: | /s/ J. Michael McGillis | ||||
| J. Michael McGillis | ||||||
| President and Chief Financial Officer | ||||||