0001172661-19-000388.txt : 20190211 0001172661-19-000388.hdr.sgml : 20190211 20190211171808 ACCESSION NUMBER: 0001172661-19-000388 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190211 DATE AS OF CHANGE: 20190211 GROUP MEMBERS: GRIZZLYROCK CAPITAL, LLC GROUP MEMBERS: GRIZZLYROCK GP, LLC GROUP MEMBERS: GRIZZLYROCK INSTITUTIONAL VALUE PARTNERS, L.P. GROUP MEMBERS: KYLE MOWERY GROUP MEMBERS: VIVALDI ASSET MANAGEMENT, LLC GROUP MEMBERS: VIVALDI HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Exantas Capital Corp. CENTRAL INDEX KEY: 0001332551 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 202287134 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81623 FILM NUMBER: 19586542 BUSINESS ADDRESS: STREET 1: C/O RESOURCE AMERICA, INC. STREET 2: 717 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-621-3210 MAIL ADDRESS: STREET 1: C/O RESOURCE AMERICA, INC. STREET 2: 717 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Resource Capital Corp. DATE OF NAME CHANGE: 20050708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GrizzlyRock Institutional Value Partners, LP CENTRAL INDEX KEY: 0001687931 IRS NUMBER: 273731559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1216 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O GRIZZLYROCK CAPITAL,191 N.WACKER DR. STREET 2: SUITE 1500 CITY: CHICAGO STATE: IN ZIP: 60606 BUSINESS PHONE: 312-300-4983 MAIL ADDRESS: STREET 1: C/O GRIZZLYROCK CAPITAL,191 N.WACKER DR. STREET 2: SUITE 1500 CITY: CHICAGO STATE: IN ZIP: 60606 SC 13G/A 1 xan123118a1.htm



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*



Exantas Capital Corp.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

30068N105

(CUSIP Number)

 

 

December 31, 2018
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.  30068N105
 SCHEDULE 13G/A
Page 2 of 12 Pages

 

         
1
NAME OF REPORTING PERSONS
 
GrizzlyRock Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
416,034
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
416,034
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
416,034
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.3%
12
TYPE OF REPORTING PERSON
 
OO

 


 

CUSIP No.  30068N105
 SCHEDULE 13G/A
Page 3 of 12 Pages

 

         
1
NAME OF REPORTING PERSONS
 
GrizzlyRock GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
416,034
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
416,034
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
416,034
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.3%
12
TYPE OF REPORTING PERSON
 
OO

 


 

CUSIP No.  30068N105
 SCHEDULE 13G/A
Page 4 of 12 Pages

 

         
1
NAME OF REPORTING PERSONS
 
GrizzlyRock Institutional Value Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
416,034
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
416,034
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
416,034
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.3%
12
TYPE OF REPORTING PERSON
 
PN
 


 

CUSIP No.  30068N105
 SCHEDULE 13G/A
Page 5 of 12 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Kyle Mowery
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
930,261
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
930,261
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
930,261
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.9%
12
TYPE OF REPORTING PERSON
 
IN

 

 


 

CUSIP No.  30068N105
 SCHEDULE 13G/A
Page 6 of 12 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Vivaldi Asset Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
514,227
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
514,227
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
514,227
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.6%
12
TYPE OF REPORTING PERSON
 
IA
 


 

CUSIP No.  30068N105
 SCHEDULE 13G/A
Page 7 of 12 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Vivaldi Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
514,227
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
514,227
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
514,227
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.6%
12
TYPE OF REPORTING PERSON
 
HC
 


 

 

CUSIP No. 30068N105
 SCHEDULE 13G/A
Page 8 of  12 Pages

 

Item 1.(a) Name of Issuer

Exantas Capital Corp. (the “Issuer”)

Item 1.(b) Address of Issuer’s Principal Executive Offices

717 Fifth Avenue, New York, New York 10022

Item 2.(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:

(a) This Schedule 13G/A is being filed jointly by the GrizzlyRock Group (defined below), Mr. Mowery and the Vivaldi Group (defined below).

 

The parties identified in the list below constitute the GrizzlyRock Group:

 

• GrizzlyRock Capital, LLC (“GrizzlyRock Capital”), a Delaware limited liability company and investment adviser to GrizzlyRock Institutional Value Partners, LP.

 

• GrizzlyRock GP, LLC (“GrizzlyRock GP”), a Delaware limited liability company and general partner of GrizzlyRock Institutional Value Partners, LP.

 

• GrizzlyRock Institutional Value Partners, LP. (the “GrizzlyRock Fund”), a Delaware limited partnership.

 

• Kyle Mowery as the Managing Member of GrizzlyRock Capital and GrizzlyRock GP, and as a portfolio manager of the WV Concentrated Equities Fund, the Vivaldi Multi-Strategy Fund, The Relative Value Fund and the Vivaldi Opportunities Fund (each as described below).

 

The parties identified in the list below constitute the Vivaldi Group:

 

• Vivaldi Asset Management, LLC (“Vivaldi”), an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) certain series of Investment Managers Series Trust II, a registered investment company, specifically the WV Concentrated Equities Fund and the Vivaldi Multi-Strategy Fund, and (ii) the Vivaldi Opportunities Fund, a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (collectively, the “Client Accounts”).

 

• Vivaldi Holdings, LLC (“Vivaldi Holdings”), a Delaware limited liability company and control person of Vivaldi ..

 

Each of the persons identified herein is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto. The Reporting Persons are filing this Schedule 13G/A jointly, as they may be considered a “group” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended to date (the “Exchange Act”). However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. Each of these parties expressly disclaims beneficial ownership of securities held by the other parties, except as otherwise provided herein.

 

This statement is filed by Mr. Mowery, with respect to the shares of Common Stock beneficially owned by him, as follows: (1) shares of Common Stock held in the name of the GrizzlyRock Fund by virtue of Mr. Mowery’s capacity as Managing Member of GrizzlyRock Capital and GrizzlyRock GP; and (2) shares of Common Stock held in the name of the Client Accounts by virtue of Mr. Mowery’s capacity as Portfolio Manager of those accounts.

 

(b) – (c) The principal business address of each of GrizzlyRock Capital, GrizzlyRock GP, the GrizzlyRock Fund and Mr. Mowery is 191 N. Wacker Drive, Suite 1500, Chicago, IL 60606. The principal business address of each of Vivaldi and Vivaldi Holdings is 225 W. Wacker Drive, Suite 2100, Chicago, IL 60606.

 

Item 2.(d) Title of Class of Securities

Common Stock, par value $0.001 per share (the “Common Stock”)

 

Item 2.(e) CUSIP No.:

30068N105

 

CUSIP No.  30068N105
 SCHEDULE 13G/A
Page 9 of 12 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 30068N105
 SCHEDULE 13G/A
Page 10 of 12 Pages

 

 

Item 4. Ownership

(a) Amount beneficially owned:

The GrizzlyRock Fund may direct the vote and disposition of the 416,034 shares of Common Stock it holds directly. GrizzlyRock Capital and GrizzlyRock GP serve as the investment adviser to and the general partner of the GrizzlyRock Fund, respectively, and may direct the vote and disposition of the 416,034 shares of Common Stock held by the GrizzlyRock Fund. Kyle Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP and may direct GrizzlyRock Capital to direct the vote and disposition of the 416,034 shares of Common Stock held by the GrizzlyRock Fund. Mr. Mowery specifically disclaims beneficial ownership of such shares. The securities reported herein as being beneficially owned by the GrizzlyRock Group do not include any securities held by the Vivaldi Group, except as provided below.

As investment adviser to the Client Accounts, Vivaldi has the authority to invest the funds of the Client Accounts in securities (including shares of Common Stock of the Issuer) as well as the authority to purchase, vote and dispose of securities (including the 514,227 shares of Common Stock of the Issuer held by the Client Accounts), and may thus be deemed the beneficial owner of the shares of the Issuer’s Common Stock held in the Client Accounts. Vivaldi does not own any Common Stock for its own account and disclaims beneficial ownership of the shares of Common Stock reported herein. The securities reported herein as being beneficially owned by Vivaldi do not include any securities held by the GrizzlyRock Group.

Vivaldi Holdings controls Vivaldi. By virtue of its control of Vivaldi, Vivaldi Holdings may be deemed to have a beneficial interest in the 514,227 shares of the Issuer’s Common Stock held by Vivaldi on behalf of the Client Accounts. Vivaldi Holdings does not own any Common Stock for its own account and disclaims beneficial ownership of the shares of Common Stock reported herein. The securities reported herein as being beneficially owned by Vivaldi Holdings do not include any securities held by the GrizzlyRock Group.

As a portfolio manager of the Client Accounts, Mr. Mowery may direct the vote and disposition of the 514,227 shares of Common Stock that the Client Accounts hold.

(b) Percent of class:

2.9%, based on 31,660,622 shares outstanding as of November 2, 2018, according to the Issuer's quarterly report on Form 10-Q filed on November 7, 2018.

(c) Number of shares as to which the filing person has:

(i) Sole power to vote or to direct the vote:

Not applicable

(ii) Shared power to vote or to direct the vote:

Each of GrizzlyRock Capital, GrizzlyRock GP and the GrizzlyRock Fund may be deemed to have the shared power to vote or direct the vote of 416,034 shares. Mr. Mowery may be deemed to have the shared power to vote or direct the vote of 930,261 shares. Vivaldi and Vivaldi Holdings may be deemed to have the shared power to vote or direct the vote of 514,227 shares.

(iii) Sole power to dispose or to direct the disposition of:

Not applicable

(iv) Shared power to dispose or to direct the disposition of:

Each of GrizzlyRock Capital, GrizzlyRock GP and the GrizzlyRock Fund may be deemed to have the shared power to dispose or direct the disposition of 416,034 shares. Mr. Mowery may be deemed to have the shared power to dispose or direct the disposition of 930,261 shares. Vivaldi and Vivaldi Holdings may be deemed to have the shared power to dispute or direct the disposition of 514,227 shares.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.

Item 9. Notice of Dissolution of Group 

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 30068N105
 SCHEDULE 13G/A
Page 11 of 12 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2019

 

 

 

 

GrizzlyRock Capital, LLC

       
  By:  /s/ Kyle Mowery
    Kyle Mowery, Managing Member
       
 

GrizzlyRock GP, LLC

       
  By:  /s/ Kyle Mowery
    Kyle Mowery, Managing Member
       
 

GrizzlyRock Institutional Value Partners, L.P.

By:  GrizzlyRock GP, LLC, its general partner

       
  By:  /s/ Kyle Mowery
    Kyle Mowery, Managing Member
       
 

Kyle Mowery

       
  By:  /s/ Kyle Mowery
       
 

Vivaldi Asset Management, LLC

       
  By:  /s/ Chad Eisenberg
    Chad Eisenberg, Chief Operating Officer
       
 

Vivaldi Holdings, LLC

       
  By:  /s/ Chad Eisenberg
    Chad Eisenberg, Chief Operating Officer
       

 

 
CUSIP No. 30068N105
 SCHEDULE 13G/A
Page 12 of 12 Pages

 

Exhibit I

 

JOINT FILING STATEMENT

 

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated: February 14, 2019

 

 

GrizzlyRock Capital, LLC

       
  By:  /s/ Kyle Mowery
    Kyle Mowery, Managing Member
       
 

GrizzlyRock GP, LLC

       
  By:  /s/ Kyle Mowery
    Kyle Mowery, Managing Member
       
 

GrizzlyRock Institutional Value Partners, L.P.

By:  GrizzlyRock GP, LLC, its general partner

       
  By:  /s/ Kyle Mowery
    Kyle Mowery, Managing Member
       
 

Kyle Mowery

       
  By:  /s/ Kyle Mowery
       
 

Vivaldi Asset Management, LLC

       
  By:  /s/ Chad Eisenberg
    Chad Eisenberg, Chief Operating Officer
       
 

Vivaldi Holdings, LLC

       
  By:  /s/ Chad Eisenberg
    Chad Eisenberg, Chief Operating Officer