DEFM14A 1 nt10005352x1_defm14a.htm DEFM14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material under §240.14a-12
Trinity Merger Corp.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
   
 
(2)
Aggregate number of securities to which transaction applies:
   
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   
 
(4)
Proposed maximum aggregate value of transaction:
   
 
(5)
Total fee paid:
   
 
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
   
 
(2)
Form, Schedule or Registration Statement No.:
   
 
(3)
Filing Party:
   
 
(4)
Date Filed:
   
 

   

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TRINITY SUB INC.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

JOINT PROXY STATEMENT FOR SPECIAL MEETINGS OF STOCKHOLDERS AND WARRANT HOLDERS
OF TRINITY MERGER CORP.
AND MEMBERS OF PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC AND BRELF IV, LLC
PROSPECTUS FOR SHARES OF TRINITY SUB INC. COMMON STOCK AND WARRANTS TO PURCHASE SHARES OF TRINITY SUB INC. COMMON STOCK.

Dear Stockholders and warrant holders of Trinity Merger Corp. and Members of PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC and BRELF IV, LLC:

On August 9, 2019, the board of directors of Trinity Merger Corp., a Delaware corporation, referred to herein as “Trinity,” unanimously approved the merger agreement, referred to herein as the “Merger Agreement,” by and among Trinity, Trinity Sub Inc., the Trinity Parties and the Company Group.

Under the terms and subject to the conditions of the Merger Agreement and the other related agreements:

in accordance with the General Corporation Law of the State of Delaware, or the “DGCL,” Merger Sub I will merge with and into Trinity, with Trinity being the surviving entity of such merger, referred to herein as the “Trinity Merger”;
immediately following the Trinity Merger, in accordance with the Delaware Limited Liability Company Act, or the “DLLCA,” and the Washington Limited Liability Company Act, or the “WLLCA,” each of the Companies will merge with and into Merger Sub II, with Merger Sub II being the surviving entity of such merger, referred to herein as the “Company Merger”;
immediately following the Company Merger, in accordance with the DGCL and the WLLCA, each of the Management Companies will merge with and into Trinity, with Trinity being the surviving entity of such merger, referred to herein as the “Management Company Merger” and, together with the Trinity Merger and the Company Merger, the “Mergers”;
in the Trinity Merger, (1) each share of common stock of Trinity issued and outstanding immediately prior to the effective time of the Trinity Merger, referred to herein as the “Trinity Effective Time,” will be converted into the right to receive one share of common stock of Broadmark Realty, and (2) each Trinity warrant outstanding immediately prior to the Trinity Effective Time will be modified to provide that such warrant will entitle the holder thereof to acquire shares of Broadmark Realty common stock, or the “Broadmark Realty common stock,” in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL; and
in the Company Merger, (1) each preferred unit of the Companies issued and outstanding immediately prior to the effective time of the Company Merger, referred to herein as the “Company Effective Time,” will be converted into the right to receive the Company Preferred Merger Consideration Per Unit, and (2) each common unit of the Companies issued and outstanding immediately prior to the Company Effective Time will be converted into the right to receive the Company Common Merger Consideration Per Unit, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DLLCA and the WLLCA.

Trinity is also seeking approval from the holders of its outstanding public warrants, to amend certain provisions of its outstanding warrants, as further described in this joint proxy statement/prospectus.

Concurrently with the Mergers, Trinity Sub Inc. will be renamed Broadmark Realty Capital Inc., referred to herein as “Broadmark Realty.” Broadmark Realty intends to apply for listing of its common stock, par value $0.001 per share, or the “common stock,” on the New York Stock Exchange, or the “NYSE,” under the symbol “BRMK,” and the warrants on the NYSE Amex under the symbol “BRMK WS.” Trinity’s Class A common stock and warrants are currently traded on the Nasdaq Capital Market, or “Nasdaq,” under the symbols “TMCX” and “TMCXW,” respectively.

The business combination will not entitle Trinity stockholders to appraisal’s rights or rights of objecting stockholders. Members of the Companies have the right to dissent to the business combination and are entitled to the fair value of their units. In order for members of the Companies to assert dissenters’ rights, members must comply with the requirements of the WLLCA.

For a discussion of certain factors that Trinity securityholders and the Company Group members should consider in connection with the offer, please read the section of this document entitled “Risk Factors” beginning on page 24.

You are encouraged to read this entire document carefully, including the annexes and information referred to or incorporated by reference in this document.

Neither Broadmark Realty, Trinity nor any of the Company Group entities has authorized any person to provide any information or to make any representation in connection with the offer other than the information contained or incorporated by reference in this document, and if any person provides any information or makes any representation of this kind, that information or representation must not be relied upon as having been authorized by Broadmark Realty, Trinity or the Company Group.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR THE “SEC,” NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED PURSUANT TO THE PROPOSED BUSINESS COMBINATION NOR HAVE THEY PASSED UPON THE ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of the accompanying joint proxy statement/prospectus is October 18, 2019 and is first being mailed to stockholders of Trinity and members of the Companies on or about October 21, 2019.

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TRINITY MERGER CORP.
55 MERCHANT STREET, SUITE 1500
HONOLULU, HI 96813
   
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
   
TO BE HELD ON NOVEMBER 12, 2019

Dear Stockholders of Trinity Merger Corp.:

NOTICE IS HEREBY GIVEN that Trinity Merger Corp., a Delaware corporation (“Trinity”), will hold a special meeting of its stockholders at Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 46th Floor, New York, NY 10166-0193, on November 12, 2019, beginning at 10:00 a.m., Eastern Time (the “Trinity Special Meeting”), for the purpose of considering and voting on the following matters:

Proposal No. 1—Approval of the Business Combination and Issuance of Shares of Broadmark Realty Common Stock—To consider and vote upon a proposal to adopt the Merger Agreement, dated as of August 9, 2019 (the “Merger Agreement”), by and among Trinity, Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC, PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC, Pyatt Broadmark Management, LLC, Broadmark Real Estate Management II, LLC, Broadmark Real Estate Management III, LLC, and Broadmark Real Estate Management IV, LLC and the issuance of shares of common stock of Broadmark Realty pursuant to the Merger Agreement.
Proposal No. 2—Approval and Adoption of the Incentive Plan—To consider and vote upon a proposal to approve and adopt the Broadmark Realty 2019 Stock Incentive Plan.
Proposal No. 3—The Trinity Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Trinity Special Meeting to a later date or dates, if necessary to solicit additional proxies from stockholders in favor of the Trinity Business Combination Proposal.
 
By Order of the Board of Directors of Trinity Merger Corp.
   
 
 
Lee S. Neibart
 
Chairman of the Board of Directors

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TRINITY MERGER CORP.
55 MERCHANT STREET, SUITE 1500
HONOLULU, HI 96813
   
NOTICE OF WARRANT HOLDERS MEETING
   
TO BE HELD ON NOVEMBER 12, 2019

Dear Holders of Warrants of Trinity Merger Corp.:

NOTICE IS HEREBY GIVEN that Trinity Merger Corp., a Delaware corporation (“Trinity”) will hold a meeting of its holders of warrants at Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 46th Floor, New York, NY 10166-0193, on November 12, 2019, beginning at 9:30 a.m., Eastern Time (the “Trinity Warrant Holders Meeting”), for the purpose of considering and voting on the following matters:

(1)   The Warrant Amendment Proposal — To consider and vote upon an amendment (the “Warrant Amendment”) to the warrant agreement that governs all of Trinity’s outstanding warrants. The Warrant Amendment proposes to (i) amend the anti-dilution provisions contained in Section 4.1.2 of the Warrant Agreement relating to the payment of cash dividends and applicable to both the Trinity public warrants and the Trinity private placement warrants; (ii) provide that, upon the completion of the Business Combination, each of the outstanding Trinity public warrants, which currently entitle the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share); and (iii) provide that, upon completion of the Business Combination, each holder of a Trinity public warrant will receive, for each such warrant (in exchange for the amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Warrants are exercisable), a cash payment of $1.60 (collectively, the “Warrant Amendment Proposal”), the substantive text of which is included as Annex H to this joint proxy statement/prospectus; and
(2)   The Warrant Holders Adjournment Proposal — To consider and vote upon a proposal to adjourn the Trinity Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Trinity that more time is necessary or appropriate to approve the Warrant Amendment Proposal (the “Warrant Holders Adjournment Proposal” and, together with the Warrant Amendment Proposal, the “Warrant Holder Proposals”).
 
By Order of the Board of Directors of Trinity Merger Corp.
   
 
 
Lee S. Neibart
 
Chairman of the Board of Directors

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PBRELF I, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON NOVEMBER 12, 2019

Dear Member:

NOTICE IS HEREBY GIVEN that PBRELF I, LLC, a Washington limited liability company (“PBRELF I”), will hold a special meeting of members (the “Members”) at 1420 Fifth Avenue, Suite 475, Seattle, WA 98101 on November 12, 2019, beginning at 8:00 a.m. Pacific Time, for the purpose of Members of PBRELF I considering and voting on the following matters:

Proposal No. 1—Approval of the Business Combination—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 9, 2019, by and among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC, PBRELF I, BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC, Pyatt Broadmark Management, LLC, Broadmark Real Estate Management II, LLC, Broadmark Real Estate Management III, LLC and Broadmark Real Estate Management IV, LLC (the “Business Combination Proposal”).
Proposal No. 2—The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary to solicit additional proxies from Members of PBRELF I in favor of the Business Combination Proposal.
 
By Order of the Board of Directors and Management Company of PBRELF I, LLC
   
 
 
Joseph L. Schocken

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BRELF II, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON NOVEMBER 12, 2019

Dear Member:

NOTICE IS HEREBY GIVEN that BRELF II, LLC, a Washington limited liability company (“BRELF II”), will hold a special meeting of members (the “Members”) at 1420 Fifth Avenue, Suite 475, Seattle, WA 98101 on November 12, 2019, beginning at 8:30 a.m. Pacific Time, for the purpose of Members of BRELF II considering and voting on the following matters:

Proposal No. 1—Approval of the Business Combination—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 9, 2019, by and among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC, PBRELF I, LLC, BRELF II, BRELF III, LLC, BRELF IV, LLC, Pyatt Broadmark Management, LLC, Broadmark Real Estate Management II, LLC, Broadmark Real Estate Management III, LLC and Broadmark Real Estate Management IV, LLC (the “Business Combination Proposal”).
Proposal No. 2—The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary to solicit additional proxies from Members of BRELF II in favor of the Business Combination Proposal.
 
By Order of the Board of Directors and Management Company of BRELF II, LLC
   
 
 
Joseph L. Schocken

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BRELF III, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON NOVEMBER 12, 2019

Dear Member:

NOTICE IS HEREBY GIVEN that BRELF III, LLC, a Washington limited liability company (“BRELF III”), will hold a special meeting of members (the “Members”) at 1420 Fifth Avenue, Suite 475, Seattle, WA 98101 on November 12, 2019, beginning at 9:00 a.m. Pacific Time, for the purpose of Members of BRELF III considering and voting on the following matters:

Proposal No. 1—Approval of the Business Combination—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 9, 2019, by and among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC, PBRELF I, LLC, BRELF II, LLC, BRELF III, BRELF IV, LLC, Pyatt Broadmark Management, LLC, Broadmark Real Estate Management II, LLC, Broadmark Real Estate Management III, LLC and Broadmark Real Estate Management IV, LLC (the “Business Combination Proposal”).
Proposal No. 2—The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary to solicit additional proxies from Members of BRELF III in favor of the Business Combination Proposal.
 
By Order of the Board of Directors and Management Company of BRELF III, LLC
   
 
 
Joseph L. Schocken

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BRELF IV, LLC
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101
   
NOTICE OF SPECIAL MEETING
   
TO BE HELD ON NOVEMBER 12, 2019

Dear Member:

NOTICE IS HEREBY GIVEN that BRELF IV, LLC, a Washington limited liability company (“BRELF IV”), will hold a special meeting of members (the “Members”) at 1420 Fifth Avenue, Suite 475, Seattle, WA 98101 on November 12, 2019, beginning at 9:30 a.m. Pacific Time, for the purpose of Members of BRELF IV considering and voting on the following matters:

Proposal No. 1—Approval of the Business Combination—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 9, 2019, by and among Trinity Merger Corp., Trinity Sub Inc., Trinity Merger Sub I, Inc., Trinity Merger Sub II, LLC, PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC, BRELF IV, Pyatt Broadmark Management, LLC, Broadmark Real Estate Management II, LLC, Broadmark Real Estate Management III, LLC and Broadmark Real Estate Management IV, LLC (the “Business Combination Proposal”).
Proposal No. 2—The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary to solicit additional proxies from Members of BRELF IV in favor of the Business Combination Proposal.
 
By Order of the Board of Directors and Management Company of BRELF IV, LLC
   
 
 
Joseph L. Schocken

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Trinity Sub Inc. (File No. 333-233214), constitutes a prospectus of Trinity Sub Inc. under Section 5 of the Securities Act of 1933, as amended or the “Securities Act,” with respect to the Broadmark Realty common stock to be issued pursuant to the Merger Agreement. Concurrently with the Mergers, Trinity Sub Inc. will be renamed Broadmark Realty Capital Inc., referred to herein as “Broadmark Realty.” This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” with respect to the Trinity Special Meeting and the Company Special Meeting of each of the Companies, during which Trinity stockholders and Members of the Companies, respectively, will be asked to consider and vote on, among other matters, a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Mergers, and Trinity public warrant holders will be asked to consider and vote on, among other matters, a proposal to amend the Warrant Agreement.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated October 18, 2019. The information contained in this joint proxy statement/prospectus is accurate only as of that date unless the information specifically indicates that another date applies. Neither the mailing of this joint proxy statement/prospectus to the Trinity stockholders, the members of the Companies or the holders of warrants nor the issuance of Broadmark Realty common stock by Broadmark Realty pursuant to the Merger Agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy or consent, in any jurisdiction in which or to any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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FREQUENTLY USED TERMS

Unless otherwise stated in this joint proxy statement/prospectus or the context otherwise requires, certain capitalized terms used herein are defined as follows:

BRELF II” refers to BRELF II, LLC, a Washington limited liability company.
BRELF III” refers to BRELF III, LLC, a Washington limited liability company.
BRELF IV” refers to BRELF IV, LLC, a Washington limited liability company.
Broadmark Realty refers to Broadmark Realty Capital Inc., a Maryland corporation.
Companies” refers to PBRELF I, BRELF II, BRELF III, and BRELF IV.
Company Common Merger Consideration Per Unit” refers to the right to receive a number of shares of Broadmark Realty common stock equal to (A) $64,338,000, (B) divided by the Reference Price, and (C) after payment of certain fees and expenses related to the termination of certain referral agreements, allocated among the Companies and the Company common units, subject to appropriate adjustments to reflect the effect of any stock split, reverse stock split, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the underlying securities of Trinity, the Companies or the Management Companies.
Company Group” refers to the Management Companies, the Companies and the Company Subsidiaries.
Company Preferred Merger Consideration Per Unit” refers to the right to receive a number of shares of Broadmark Realty common stock equal to (A) the members’ equity in a Company attributable to all preferred unit holders in such Company, net of REIT loan loss reserves, (B) divided by the number of preferred units of such Company outstanding immediately prior to the effective time of the Company Merger, and (C) divided by the Reference Price, but subject to appropriate adjustments to reflect the effect of any stock split, reverse stock split, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the underlying securities of Trinity, the Companies or the Management Companies.
Company Subsidiaries” refers to subsidiaries of PBRELF I, BRELF II, BRELF III and BRELF IV.
Company Transaction Expense Cap” refers to $15,362,000.
Company Transaction Expenses” refers to all fees and expenses incurred by the members of the Company Group in connection with or in relation to the preparation, negotiation and execution of the Merger Agreement and the consummation of the transactions contemplated thereunder, subject to certain exceptions.
Farallon entities” refers to certain entities affiliated with Farallon Capital Management, L.L.C., with which Broadmark Realty has entered into a subscription agreement relating to the PIPE Investment.
Management Company Consideration” refers to the amount of cash equal to (a) $98,162,000, less (b) the amount of Company Transaction Expenses that are unpaid as of the closing of the Business Combination and the Reimbursed Transaction Expenses, in each case only to the extent they are, in the aggregate, in excess of the Company Transaction Expense Cap, plus (c) the Reimbursed Transaction Expenses, less (d) the amount of outstanding indebtedness of the Company Group on the day immediately preceding the closing of the Business Combination (other than any unpaid bonuses, change of control payments, severance and obligations for deferred compensation, together with the employer’s portion of any employment taxes associated with such payments). The Management Company Consideration, after payment of certain fees and expenses related to the termination of certain referral agreements, will then be allocated among each Management Company and each holder of Management Company units.
Management Companies” refers to MgCo I, MgCo II, MgCo III and MgCo IV.
Merger Agreement” refers to the certain Agreement and Plan of Merger dated as of August 9, 2019, by and among Trinity, Broadmark Realty, the Trinity Parties, PBRELF I, LLC, a Washington limited liability company, BRELF II, LLC, a Washington limited liability company, BRELF III, LLC, a Washington limited liability company, BRELF IV, LLC, a Washington limited liability company, Pyatt Broadmark

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Management, LLC, a Washington limited liability company, Broadmark Real Estate Management II, LLC, a Washington limited liability company, Broadmark Real Estate Management III, LLC, a Washington limited liability company, and Broadmark Real Estate Management IV, LLC, a Washington limited liability company.

Merger Sub I” refers to Trinity Merger Sub I, Inc., a wholly owned subsidiary of Broadmark Realty organized as a corporation under the laws of Delaware.
Merger Sub II” refers to Trinity Merger Sub II, LLC, a wholly owned subsidiary of Broadmark Realty organized as a limited liability company under the laws of Delaware.
MgCo I” refers to Pyatt Broadmark Management, LLC, a Washington limited liability company.
MgCo II” refers to Broadmark Real Estate Management II, LLC, a Washington limited liability company.
MgCo III” refers to Broadmark Real Estate Management III, LLC, a Washington limited liability company.
MgCo IV” refers to Broadmark Real Estate Management IV, LLC, a Washington limited liability company.
PIPE Investment” refers to those certain subscription agreements by and between Broadmark Realty and entities affiliated with Farallon Capital Management LLC, whereby Broadmark Realty will issue and sell to such investors approximately $75.0 million shares of common stock of Broadmark Realty immediately prior to the consummation of the Mergers at a price per share equal to the Reference Price.
PBRELF I” refers to PBRELF I, LLC, a Washington limited liability company.
Reference Price” refers to the value of the funds held in the account established by Trinity for the benefit of its public shareholders (net of income and franchise taxes payable as a result of any interest income earned in such account as of the closing of the Business Combination in accordance with the trust agreement governing such account), determined as of the close of business on the business day immediately preceding the date of the closing of the Business Combination (and excluding, for the avoidance of doubt, the proceeds of any PIPE Investment deposited into such account), divided by the number of outstanding shares of Trinity Class A common stock as of the close of business on the business day immediately preceding the date of the closing of the Business Combination; which is estimated to be $10.45.
Reimbursed Transaction Expenses” refers to any Company Transaction Expenses to the extent paid by any member of the Company Group prior to the closing of the Business Combination.
Trinity Investments” means Trinity Real Estate Investments LLC, a Delaware limited liability company and an entity with which the Trinity Sponsor is affiliated.
Trinity Parties” refers to Merger Sub I and Merger Sub II.
Trinity private placement warrants” refers to the outstanding warrants issued in connection with Trinity’s May 2018 private placement to the Trinity Sponsor.
Trinity public warrants” refers to the outstanding warrants issued in Trinity’s May 2018 initial public offering.
Trinity Transaction Expenses” refers to all fees and expenses incurred by the Trinity Parties in connection with or in relation to the preparation, negotiation and execution of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, solely to the extent such fees and expenses will be incurred and unpaid at the time of the closing of the Business Combination, including, but not limited to, the (a) fees and disbursements of outside counsel to the Trinity Parties, (b) fees and expenses of any other agents, advisors, consultants, experts, financial advisors, brokers, finders or investment bankers employed by the Trinity Parties, (c) the deferred underwriter fee owed to the underwriter of Trinity’s initial public offering and any related-party loans or notes owed by Trinity, (d) the fees and expenses related to any PIPE Investment, and (e) any consent fees payable to holders of the Trinity public warrants in connection with obtaining the approval for the Warrant Amendment.
Trinity warrants” refers to the Trinity private placement warrants and the Trinity public warrants.

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Trinity warrant holders” refers to the holders of Trinity warrants.
Warrant agreement” refers to the warrant agreement dated May 14, 2018, by and between Trinity and Continental Stock Transfer & Trust Company, as warrant agent.
Warrant Amendment” refers to the amendment to the Warrant Agreement that governs all of Trinity’s outstanding warrants to (i) amend the anti-dilution provisions contained in Section 4.1.2 of the Warrant agreement relating to the payment of cash dividends and applicable to both the Trinity public warrants and the Trinity private placement warrants; (ii) provide that, upon the completion of the Business Combination, each of the outstanding Trinity public warrants, which currently entitle the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share); and (iii) provide that, upon completion of the Business Combination, each holder of a Trinity public warrant will receive, for each such warrant (in exchange for the amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Warrants are exercisable), a cash payment of $1.60, the substantive text of which is included as Annex H to this joint proxy statement/prospectus.
Warrant Amendment Proposal” means the proposal to be considered at the Warrant Holders Meeting to approve and consent to amend the Warrant Amendment.
Warrant Cash Payment” means the payment of $1.60 to be paid to the Trinity public warrant holders for each Trinity public warrant they own pursuant to the Warrant Amendment (in exchange for the amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Trinity warrants are exercisable).
Warrant Holders Adjournment Proposal” means the proposal to be considered at the Warrant Holders Meeting to adjourn the Warrant Holders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Trinity that more time is necessary or appropriate to approve the Warrant Amendment Proposal.
Warrant Holders Meeting” means the special meeting of the Trinity public warrant holder, to be held prior to the Shareholders Meeting at 9:30 a.m. Eastern Time on November 12, 2019, at the offices of Gibson, Dunn & Crutcher LLP, at 200 Park Avenue, 46th Floor, New York, NY 10166-0193, and any adjournments or postponements thereof.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The questions and answers below highlight only selected information from this joint proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting of Trinity Merger Corp. and the proposals to be presented at the Trinity Special Meeting, and the Special Meetings of each of PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC and BRELF IV, LLC (collectively, the “Companies”) and the proposals to be presented at the Special Meetings of the Companies, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to Trinity stockholders and Company members. Trinity stockholders and Company members are urged to read carefully this entire joint proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the Trinity Special Meeting, which will be held on November 12, 2019, at 10:00 a.m. Eastern Time, at Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 46th Floor, New York, NY 10166-0193, and the meetings of the members of each of PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC and BRELF IV, LLC on November 12, 2019, at 8:00 a.m. Pacific Time, 8:30 a.m. Pacific Time, 9:00 a.m. Pacific Time and 9:30 a.m. Pacific Time, respectively, each at 1420 Fifth Avenue, Suite 475, Seattle, WA 98101.

Q:Why am I receiving this joint proxy statement/prospectus?
A:Trinity stockholders and Company members are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement and to approve the transactions contemplated thereby, among other proposals. Trinity has entered into the Merger Agreement to effect an initial business combination, referred to herein as the “Business Combination” with Broadmark Realty, Merger Sub I, Merger Sub II, the Companies, and the Management Companies, pursuant to which (i) Merger Sub I will merge with and into Trinity, with Trinity being the surviving entity of such merger, referred to as the “Trinity Merger,” (ii) immediately following the Trinity Merger, each of the Companies will merge with and into Merger Sub II, with Merger Sub II being the surviving entity of such merger, referred to as the “Company Merger,” and (iii) immediately following the Company Merger, each of the Management Companies will merge with and into Trinity, with Trinity being the surviving entity of such merger, referred to as the “Management Company Merger,” and as a result, Merger Sub II and Trinity will become wholly owned subsidiaries of Broadmark Realty, and Broadmark Realty will become a publicly traded company.

This joint proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Trinity Special Meeting and at the Special Meetings of the Companies. You should read this joint proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this joint proxy statement/prospectus and its Annexes.

For Trinity Stockholders

Q:When and where is the Trinity Special Meeting?
A:The Trinity Special Meeting will be held on November 12, 2019, at 10:00 a.m. Eastern Time, at Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 46th Floor, New York, NY 10166-0193.
Q:Who is entitled to vote at the Trinity Special Meeting?
A:Trinity has fixed the close of business on October 15, 2019 as the record date. If you were a stockholder of Trinity at the close of business on the record date, you are entitled to vote on matters that come before the Trinity Special Meeting. A stockholder may only vote his or her stock if he or she is present in person or is represented by proxy at the Trinity Special Meeting.
Q:What are the specific proposals on which I am being asked to vote at the Trinity Special Meeting?
A:Trinity stockholders are being asked to approve the following proposals:
Approval of the Business Combination and Issuance of Shares of Broadmark Realty Common Stock—to consider and vote upon a proposal to adopt the Merger Agreement and the subsequent issuance of newly registered shares of Broadmark Realty in exchange for their current shares in Trinity.

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Approval and Adoption of the Incentive Plan—to consider and vote upon a proposal to approve and adopt the Incentive Plan.
The Adjournment Proposal—to consider and vote upon a proposal to approve the adjournment of the Trinity Special Meeting to a later date or dates.
Q:Are the proposals conditioned on one another?
A:The closing of the Business Combination is conditioned on the approval of the Trinity Business Combination Proposal, the Incentive Plan Proposal and the Warrant Amendment Proposal.

The Trinity Business Combination Proposal is conditioned on stockholder approval of the Incentive Plan Proposal and public warrant holder approval of the Warrant Amendment Proposal.

The Incentive Plan Proposal is conditioned on stockholder approval of the Trinity Business Combination Proposal and public warrant holder approval of the Warrant Amendment Proposal.

The Warrant Amendment Proposal is conditioned on stockholder approval of both the Trinity Business Combination Proposal and the Incentive Plan Proposal.

The Trinity Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus.

Q:Why is Trinity proposing the Business Combination?
A:Trinity is a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. Although Trinity is not limited to a particular industry or sector for purposes of consummating a business combination, Trinity has focused its search on acquiring an operating company or business with a real estate component (such as a business within the hospitality, lodging, gaming, real estate or property services, or asset management industries).

Based on its due diligence investigations of the Company Group and the industry in which it operates, including the financial and other information provided by the Company Group in the course of Trinity’s due diligence investigations, the Trinity board of directors believes that the Business Combination with the Company Group is in the best interest of Trinity and its stockholders and presents an opportunity to increase stockholder value. Trinity has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. These criteria and guidelines include, among others: (i) attractive equity returns for Trinity stockholders; (ii) significant embedded and/or underexploited expansion opportunities; (iii) established competitive advantages; (iv) unrecognized value or other characteristics that Trinity believes have been misevaluated by the marketplace; and (v) being at an inflection point, such as requiring additional management expertise, innovation and development of new products or services or where Trinity believes it can drive improved financial performance and where an acquisition may help facilitate growth. Based on its due diligence investigations of the Company Group and the industry in which it operates, including financial and other information provided by the Company Group in the course of negotiations, Trinity believes that the Company Group meets the criteria and guidelines listed above. Please see the section entitled “The Business Combination—Trinity’s Board of Directors’ Reasons for the Approval of the Business Combination” for additional information.

Q:Why is Trinity providing stockholders with the opportunity to vote on the Business Combination?
A:Under its organizational documents, Trinity must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Trinity has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Trinity is seeking to obtain the approval of its stockholders of the Trinity Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination. In addition, such approvals are also conditions to the closing of the Business Combination under the Merger Agreement. Under the DGCL, the affirmative vote of a majority of the outstanding shares of Trinity common stock entitled to vote on the Trinity Business Combination Proposal at the Trinity Special Meeting is required to approve the Trinity Business Combination Proposal.

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Q:Following the Business Combination, will Trinity’s securities continue to trade on a stock exchange?
A:No. Trinity anticipates that, following consummation of the Business Combination, Trinity common stock, public units and public warrants will be delisted from Nasdaq and Trinity will be deregistered under the Exchange Act. However, Broadmark Realty intends to apply for listing of Broadmark Realty common stock, or the “common stock,” on NYSE, under the symbol “BRMK,” and the warrants on the NYSE Amex under the symbol “BRMK WS,” upon consummation of the Business Combination.
Q:Why is Trinity proposing the Trinity Business Combination Proposal?
A:As part of the Business Combination, Merger Sub I will merge with and into Trinity, with Trinity continuing as the surviving company in such merger, referred to as the “Trinity Merger.” Under the DGCL 251(c), Trinity must obtain the affirmative vote of holders of at least a majority of the shares of Trinity common stock that are entitled to vote in order to effect the Trinity Merger. Therefore, Trinity is seeking to obtain the approval of its stockholders of the Trinity Business Combination Proposal. The approval of the Trinity Business Combination Proposal is also a condition to the closing of the Business Combination under the Merger Agreement. For additional information, please see the section entitled “Proposals to be Considered by Trinity’s Stockholders—Proposal No. 1—Approval of the Business Combination and Issuance of Shares of Broadmark Realty Common Stock.
Q:What is the proposal relating to the Incentive Plan?
A:The holders of Trinity common stock are being asked to approve and adopt the Trinity Sub Inc. 2019 Stock Incentive Plan, or the “Incentive Plan,” which will become the stock incentive plan of Broadmark Realty upon consummation of the Business Combination. A total of 5,000,000 shares of Broadmark Realty common stock will be reserved for issuance under the Incentive Plan, representing approximately 3.6% of the total common stock expected to be issued and outstanding at consummation of the Business Combination. Trinity’s board of directors approved the Incentive Plan on August 9, 2019, subject to stockholder approval at the Trinity Special Meeting. A copy of the Incentive Plan is attached to this joint proxy statement/prospectus as Annex G. If approved by Trinity’s stockholders, the Incentive Plan will be administered by Broadmark Realty’s board of directors or by a committee that the board of directors designates for this purpose (referred to below as the plan administrator), which will have the authority to make awards under the Incentive Plan. The approval of the Incentive Plan Proposal is conditioned upon the approval of the Trinity Business Combination Proposal and Trinity obtaining the necessary consent for the effectiveness of the Warrant Amendment, which are described in the sections entitled “Proposals to be Considered by Trinity’s Stockholders—Proposal No. 2—Approval and Adoption of the Incentive Plan.”
Q:Why is Trinity proposing the Trinity Adjournment Proposal?
A:Trinity is proposing the Trinity Adjournment Proposal to allow the Trinity board of directors to adjourn the Trinity Special Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this joint proxy statement/prospectus is provided to Trinity stockholders or, if as of the time for which the Trinity Special Meeting is scheduled, there are insufficient shares of Trinity common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Trinity Special Meeting, (ii) in order to solicit additional proxies from Trinity stockholders in favor of the Trinity Business Combination Proposal, or (iii) if Trinity stockholders redeem an amount of shares of Trinity Class A common stock such that the minimum proceeds condition to Trinity’s obligation to consummate the Business Combination would not be satisfied. The Trinity Adjournment Proposal will only be presented to Trinity stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, or in the event that Trinity stockholders redeem an amount of shares of Trinity Class A common stock such that the minimum proceeds condition to Trinity’s obligation to consummate the Business Combination would not be satisfied. For additional information, please see the section entitled “Proposals to be Considered by Trinity’s Stockholders—Proposal No. 3—The Trinity Adjournment Proposal.
Q:What happens if I sell my shares of Trinity Class A common stock before the Trinity Special Meeting?
A:The record date for the Trinity Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Trinity Class A common stock after the record date, but before

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the Trinity Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Trinity Special Meeting. However, you will not be able to seek redemption of your shares of Trinity Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Trinity Class A common stock prior to the record date, you will have no right to vote those shares at the Trinity Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:What vote is required to approve the proposals presented at the Trinity Special Meeting?
A:Approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of Trinity’s outstanding shares of common stock entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will count as a vote cast “AGAINST” the Business Combination Proposal.

The approval and adoption of the Incentive Plan requires the affirmative vote of holders of a majority of shares of Trinity common stock that are entitled to vote and are voted at the Trinity Special Meeting. Accordingly, a Trinity stockholder’s failure to vote by proxy or to vote in person at the Trinity Special Meeting will not be counted towards the number of shares of Trinity common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the approval and adoption of the Incentive Plan. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the approval and adoption of the Incentive Plan.

The approval of the Trinity Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Trinity common stock that are entitled to vote and are voted at the Trinity Special Meeting. Accordingly, a Trinity stockholder’s failure to vote by proxy or to vote in person at the Trinity Special Meeting will not be counted towards the number of shares of Trinity common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Trinity Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Trinity Adjournment Proposal.

Q:What happens if the Trinity Business Combination Proposal is not approved?
A:If the Trinity Business Combination Proposal is not approved and Trinity does not consummate a business combination by November 17, 2019, Trinity will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to its public stockholders unless it seeks and receives approval from its stockholders for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date.
Q:How many votes do I have at the Trinity Special Meeting?
A:Trinity stockholders are entitled to one vote on each proposal presented at the Trinity Special Meeting for each share of Trinity common stock held of record as of October 15, 2019, the record date for the Trinity Special Meeting. As of the close of business on the record date, there were 43,125,000 outstanding shares of Trinity common stock.
Q:What constitutes a quorum at the Trinity Special Meeting?
A:A majority of the issued and outstanding shares of Trinity common stock entitled to vote as of the record date at the Trinity Special Meeting must be present, in person or represented by proxy, at the Trinity Special Meeting to constitute a quorum and in order to conduct business at the Trinity Special Meeting. Broker non-votes and abstentions will be counted as present for the purpose of determining a quorum. The Trinity Sponsor, who currently owns 20% of the issued and outstanding shares of Trinity common stock, will count towards this quorum. In the absence of a quorum, the chairman of the Trinity Special Meeting has the power to adjourn the Trinity Special Meeting to a later date or dates. As of the record date for the Trinity Special Meeting, 21,562,501 shares of Trinity common stock would be required to achieve a quorum.
Q:How will the Trinity Sponsor and Trinity’s other current directors and officers vote?
A:Prior to the initial public offering, Trinity entered into agreements with the Trinity Sponsor and each of its other directors and officers, pursuant to which each agreed to vote any share of Trinity common stock owned by them

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in favor of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses, which would include the Trinity Business Combination Proposal. Neither the Trinity Sponsor nor any of Trinity’s other current directors or officers has purchased any shares of Trinity common stock during or after the initial public offering and, as of the date of this joint proxy statement/prospectus, neither Trinity nor the Trinity Sponsor nor any of Trinity’s other directors or officers have entered into agreements and are not currently in negotiations to purchase shares of Trinity common stock prior to the consummation of the Business Combination. Currently, the Trinity Sponsor owns 20% of the issued and outstanding shares of Trinity common stock, including all of the shares of the Trinity Sponsor acquired under the private placement with Trinity, referred to herein as the “Founder Shares,” and will be able to vote all of such shares at the Trinity Special Meeting.

Q:What interests do the Trinity Sponsor and Trinity’s current officers and directors have in the Business Combination?
A:The Trinity Sponsor and certain members of the Trinity board of directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:
the fact that the Trinity Sponsor and Trinity directors and officers have agreed not to redeem any shares of Trinity common stock held by them in connection with a stockholder vote to approve a proposed initial business combination;
the fact that the Trinity Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $50,500,000 after giving effect to the forfeitures;
the fact that the Trinity Sponsor and Trinity directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Trinity fails to complete an initial business combination by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date;
the fact that the Trinity Sponsor paid an aggregate of $12,350,000 for its 12,350,000 private placement warrants to purchase shares of Trinity Class A common stock and that such private placement warrants will expire worthless if an initial business combination is not consummated by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date;
the fact that the Trinity Sponsor has made a $1.0 million working capital loan to Trinity, which loan will be repaid upon closing of the Business Combination;
the fact that, at the option of the Trinity Sponsor, any amounts outstanding under any other loans made by the Trinity Sponsor or any of its affiliates to Trinity in an aggregate amount up to $1,500,000 may be converted into warrants to purchase shares of Trinity Class A common stock;
the right of the Trinity Sponsor to hold shares of Broadmark Realty common stock and the shares of Broadmark Realty common stock to be issued to the Trinity Sponsor upon exchange and exercise of its private placement warrants following the Business Combination, subject to certain lock-up periods;
the continued board roles of certain of Trinity’s existing directors in Broadmark Realty;
the continued indemnification of Trinity’s existing directors and officers and the continuation of Trinity’s directors’ and officers’ liability insurance after the Business Combination;
the fact that Trinity Sponsor and Trinity’s officers and directors may not participate in the formation of, or become directors or officers of, any other blank check company until Trinity (i) has entered into a definitive agreement regarding an initial business combination or (ii) fails to complete an initial business combination by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date;

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the fact that the Trinity Sponsor and Trinity’s officers and directors will lose their entire investment in Trinity and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date; and
if the Trust Account is liquidated, including in the event Trinity is unable to complete an initial business combination within the required time period, the Trinity Sponsor has agreed to indemnify Trinity to ensure that the proceeds in the Trust Account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Trinity has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Trinity, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

These interests may influence the Trinity board of directors in making their recommendation that the Trinity stockholders vote in favor of the approval of the Business Combination.

Q:Did the Trinity board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:No. The Trinity board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. Trinity’s officers and directors have substantial experience in evaluating the operating and financial merits of different types of companies and concluded that their experience and backgrounds, together with the experience and sector expertise of Trinity’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination.
Q:What happens if I vote against the Trinity Business Combination Proposal?
A:If you vote against the Trinity Business Combination Proposal but the Trinity Business Combination Proposal still obtains the affirmative vote of holders of a majority of the shares of Trinity common stock that are entitled to vote on the Trinity Business Combination Proposal at the Trinity Special Meeting, then the Trinity Business Combination Proposal will be approved and, assuming the approval of the proposals by a majority of the members of each Company and the satisfaction or waiver of the other conditions to closing, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.

If you vote against the Trinity Business Combination Proposal and the proposal does not obtain the affirmative vote of holders of a majority of shares of Trinity common stock that are entitled to vote at the Trinity Special Meeting, then the Trinity Business Combination Proposal will fail and Trinity will not consummate the Business Combination. If Trinity does not consummate the Business Combination, it may continue to try to complete a business combination until November 17, 2019. If Trinity fails to complete an initial business combination by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date, then it will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to its public stockholders.

Q:Do I have redemption rights?
A:If you are a holder of shares of Trinity Class A common stock, you may redeem all or a portion of your shares of Trinity Class A common stock upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to Trinity to pay its franchise and income taxes, divided by the number of then outstanding public shares of Trinity Class A common stock, subject to the limitations described in the final prospectus dated May 14, 2018, filed in connection with Trinity’s initial public offering. The per-share amount to be distributed by Trinity to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions Trinity will pay to the underwriter. The Trinity Sponsor, and Trinity’s officers and directors, have entered into a letter agreement with Trinity pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and any public shares held by them in connection with the completion of the Business Combination. Trinity’s amended and restated certificate of incorporation

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provides that Trinity may not redeem any shares of Trinity Class A common stock issued in the initial public offering to the extent that such redemption would result in Trinity having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001.

Q:Can the Trinity Sponsor or Trinity officers and directors redeem their Founder Shares in connection with the consummation of the Business Combination?
A:No. The Trinity Sponsor, and Trinity officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any public shares they may hold in connection with the consummation of the Business Combination.
Q:Is there a limit on the number of shares I may redeem?
A:Yes. A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the initial public offering. Accordingly, all shares in excess of 20% owned by a holder will not be redeemed for cash. On the other hand, a public stockholder who holds less than 20% of the public shares may redeem all of the public shares held by such stockholder for cash.

In no event is your ability to vote all of your shares (including those shares held by you in excess of 20% of the shares sold in the initial public offering) for or against the Trinity Business Combination Proposal restricted.

Trinity has no specified maximum redemption threshold under its organizational documents, other than the aforementioned 20% threshold. Each redemption of shares of Trinity Class A common stock by Trinity public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $358,742,076 as of June 30, 2019. The Merger Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on Broadmark Realty and Trinity having no less than $100,000,000 in (i) proceeds from the Trust Account upon conclusion of the exercise by the holders of Trinity Class A common stock of their right to have their Class A common stock redeemed, as may have been reduced by withdrawals of interest to pay taxes, plus (ii) the total aggregate proceeds of the PIPE Investment, minus (iii) the amount of any unpaid Trinity Transaction Expenses (as defined in the Merger Agreement), minus (iv) the amount of any unpaid Company Transaction Expenses (as defined in the Merger Agreement) (which, when taken together with any Reimbursed Transaction Expenses (as defined in the Merger Agreement), shall not exceed the Company Transaction Expense Cap (as defined in the Merger Agreement)), minus (v)) the Management Company Consideration (as defined in the Merger Agreement), and minus (vi) the closing indebtedness of the Trinity Parties (as defined in the Merger Agreement). The conditions to closing in the Merger Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of shares of Trinity Class A common stock by Trinity’s public stockholders, this condition is not met or is not waived, then each of Trinity and the Company Group may elect not to consummate the Business Combination. In addition, in no event will Trinity redeem shares of Trinity Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in Trinity’s organizational documents and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Merger Agreement.

Q:Is there a limit on the total number of shares of Trinity Class A common stock that may be redeemed?
A:Yes. The organizational documents of Trinity provide that it may not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 (such that Trinity is not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Merger Agreement. Other than this limitation, the organizational documents of Trinity do not provide a specified maximum redemption threshold. The Merger Agreement provides that, as a condition to each party’s obligation to consummate the Business Combination, Trinity may not have net tangible assets less than $5,000,001 at the closing date of the transactions contemplated by the Merger Agreement. In addition, the Merger Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on Broadmark Realty and Trinity having no less than $100,000,000 in (i) proceeds from the Trust Account upon conclusion of the exercise by the holders of Trinity Class A common stock of their right to have their Class A common stock redeemed, as may have been reduced by withdrawals of interest to pay taxes, plus (ii) the total aggregate

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proceeds of the PIPE Investment, minus (iii) the amount of any unpaid Trinity Transaction Expenses (as defined in the Merger Agreement), minus (iv) the amount of any unpaid Company Transaction Expenses (as defined in the Merger Agreement) (which, when taken together with any Reimbursed Transaction Expenses (as defined in the Merger Agreement)), shall not exceed the Company Transaction Expense Cap (as defined in the Merger Agreement), minus (v) the Management Company Consideration (as defined in the Merger Agreement), minus (vi) the closing indebtedness of the Trinity Parties (as defined in the Merger Agreement). In the event the aggregate cash consideration Trinity would be required to pay for all shares of Trinity Class A common stock that are validly submitted for redemption plus the amounts required to satisfy closing cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to Trinity, it may not complete the Business Combination or redeem any shares, all shares of Trinity Class A common stock submitted for redemption will be returned to the holders thereof, and Trinity instead may search for an alternate business combination.

Q:Will how I vote affect my ability to exercise redemption rights?
A:No. You may exercise your redemption rights whether you vote your shares of Trinity Class A common stock for or against, or whether you abstain from voting on, the Trinity Business Combination Proposal, or any other proposal described by this joint proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.
Q:How do I exercise my redemption rights?
A:In order to exercise your redemption rights, you must (i) check the box on the enclosed proxy card to elect redemption, (ii) check the box on the enclosed proxy card marked “Stockholder Certification,” (iii) if you hold public units, separate the underlying public shares and public warrants, and (iv) prior to 5:00 p.m. Eastern Time on November 7, 2019 (two business days before the Trinity Special Meeting), tender your shares physically or electronically and submit a request in writing that Trinity redeem your public shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to the shares of Trinity Class A common stock. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the shares of Trinity Class A common stock included in the units sold in the initial public offering, which is referred to herein as the “20% threshold.” Accordingly, all public shares in excess of the 20% threshold beneficially owned by a Trinity public stockholder or group will not be redeemed for cash.

Trinity stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Trinity’s understanding that Trinity stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Trinity does not have any control over this process and it may take longer than two weeks. Trinity stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Trinity stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this joint proxy statement/prospectus, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Trinity Special Meeting, or to deliver their shares to the Transfer Agent

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electronically using the Deposit/Withdrawal At Custodian, or “DWAC,” system from the Depository Trust Company, or “DTC,” at such stockholder’s option. The requirement for physical or electronic delivery prior to the Trinity Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combination is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not stockholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q:What are the U.S. federal income tax consequences of exercising my redemption rights if I am a Trinity stockholder?
A:The receipt of cash by a U.S. Holder (as defined under “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty”) of shares of Trinity Class A common stock in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty—Material U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q:What are the U.S. federal income tax consequences if I am a Trinity stockholder, I do not exercise my redemption rights, and the proposed Business Combination is consummated?
A:Assuming that the Mergers are completed as currently contemplated, the exchange of Trinity Class A common stock for Broadmark Realty common stock in the Trinity Merger should qualify as an exchange governed under Section 351 of the Internal Revenue Code of 1986, referred to herein as the “Code,” for stockholders exchanging Trinity Class A common stock for Broadmark Realty common stock, and it is a condition of each party’s obligation to complete the Mergers that Gibson, Dunn & Crutcher LLP render an opinion to Trinity to that effect.

Assuming the Trinity Merger qualifies as a Section 351 exchange, (i) a U.S. Holder who owns Trinity Class A common stock (but not any Trinity public warrants) and who solely exchanges such Trinity Class A common stock for Broadmark Realty common stock generally is not expected to recognize gain or loss as a result of such exchange and (ii) a U.S. Holder who owns Trinity Class A common stock and Trinity public warrants and who exchanges such Trinity Class A common stock for Broadmark Realty common stock and who is deemed to exchange Trinity public warrants for Broadmark Realty warrants and the Warrant Cash Payment generally is expected to recognize gain (if any) but not loss with respect to each share of Trinity Class A common stock and Trinity public warrant held immediately prior to the Trinity Merger (after giving effect to any redemptions of Trinity Class A common stock) and Warrant Amendment.

The particular consequences of the Business Combination to each Trinity stockholder depend on such stockholder’s particular facts and circumstances. Please see the section entitled “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty—Material U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment” for additional information. You are urged to consult your tax advisors regarding the tax consequences of the Business Combination.

Q:If I am a Trinity warrant holder, can I exercise redemption rights with respect to my public warrants?
A:No. The holders of Trinity public warrants have no redemption rights with respect to such public warrants.
Q:Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?
A:With respect to the Trinity Merger, no dissenters’ or appraisal rights are available to Trinity Stockholders in connection with the Business Combination.

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Q:What happens to the funds held in the Trust Account upon consummation of the Business Combination?
A:If the Business Combination is consummated, the funds held in the Trust Account (together with the proceeds from the PIPE Investment) will be used to: (i) pay the cash consideration payable to purchase the shares of the Companies’ preferred stock outstanding upon the closing of the Business Combination; (ii) pay Trinity public stockholders who properly exercise their redemption rights; (iii) pay $15,525,000 in deferred underwriting commissions to the underwriters of the initial public offering, in connection with the Business Combination; and (iv) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by Trinity and other parties to the Merger Agreement in connection with the transactions contemplated by the Merger Agreement, including the Business Combination, and pursuant to the terms of the Merger Agreement, and warrant payments incurred by Trinity in connection with the Warrant Consent Amendment. See the question “What is a Warrant Cash Payment and will I be entitled to receive a Warrant Cash Payment?” below. Any remaining funds will be used by Broadmark Realty for general corporate purposes.
Q.May the Trinity Sponsor or other affiliates or insiders purchase Trinity securities while the Business Combination is pending?
A.Yes, under certain circumstances the Trinity Sponsor and other affiliates and/or insiders of Trinity or the Trinity Sponsor may be able to purchase shares of Trinity Class A common stock and/or Trinity public warrants while the Business Combination is pending. The ability of such entities and persons to make such purchases is subject to a number of legal and other constraints, as described under “The Business Combination—Potential Purchases of Trinity Securities.” The extent any such purchases were to be made, such purchases could increase the likelihood that the Business Combination and the Warrant Amendment Proposal are approved.

For Members of the Companies

Q:When and where are each of the Company Special Meetings?
A:The Company Special Meetings will be held on November 12, 2019, at 1420 Fifth Avenue, Suite 475, Seattle, WA 98101. Each Company will hold its special meeting at the time indicated below:
Company
Special Meeting Time
PBRELF I
8:00 a.m. Pacific Time
BRELF II
8:30 a.m. Pacific Time
BRELF III
9:00 a.m. Pacific Time
BRELF IV
9:30 a.m. Pacific Time
Q:Who is entitled to vote at the Company Special Meetings?
A:Each of the Companies has fixed October 11, 2019 as the record date. If you were a member of one of the Companies at the close of business on the record date, you are entitled to vote on matters that come before the applicable Company Special Meeting. A member may only vote if present in person or represented by proxy at the applicable Company Special Meeting.
Q:What are the specific proposals on which I am being asked to vote at the applicable Company Special Meeting?
A:Each member of a Company will be asked to approve the following proposals with respect to that Company:
Approval of the Company Group Business Combination—to consider and vote upon a proposal to approve and adopt the Merger Agreement.
The Company Group Adjournment Proposal—to consider and vote upon a proposal to approve the adjournment of the applicable Company Special Meeting to a later date or dates.
Q:Are the proposals to be presented at the meetings of the Companies conditioned on one another?
A:The Company Group Business Combination Proposal is not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus. The Company Group Adjournment Proposal is not conditioned

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on the approval of any other proposal set forth in this joint proxy statement/prospectus. It is important for members to note that in the event the Company Group Business Combination Proposal does not receive sufficient votes to approve the Company Group Business Combination Proposal with respect to any Company, then the Business Combination will not be completed.

Q:Why are the board of directors of the Companies and the Management Companies proposing the Business Combination?
A:The board of directors of the Companies and the Management Companies recommended that the respective members of each Company approve the Business Combination following consideration of a variety of factors. The factors considered by the board of directors of the Companies and the Management Companies include, but are not limited to: (i) that the shares of Broadmark Realty common stock that members will receive in exchange for their units are anticipated to be traded on the NYSE following the completion of the Business Combination, subject to the NYSE’s approval of the listing application, and consequently former Company members are expected to have significantly increased liquidity with respect to their shares of Broadmark Realty common stock than they had with their Company units; (ii) that following the Business Combination, Broadmark Realty will be an internally managed commercial REIT with an initial equity market capitalization expected to be in excess of $1.0 billion and no debt outstanding and is expected to compare favorably to its publicly traded peer group which tend to be externally managed and utilize leverage; (iii) as an internally managed REIT, members will be able to participate in future potential internal and external growth of Broadmark Realty, potentially including, but not limited to, an expansion of its lending platform, creating new private real estate lending companies resulting in additional management fee income; and (iv) in the absence of the Business Combination, certain Companies would be required to register under the Exchange Act in the near future. Please see the section entitled “The Business Combination—The Company Group’s Reasons for the Business Combination” for additional information.
Q:Why are the Companies providing members with the opportunity to vote on the Business Combination?
A:Under the WLLCA, the Companies must provide their respective members with the opportunity to approve the Business Combination. Therefore, each Company is seeking to obtain the approval of the Company Group Business Combination Proposal from its members. In addition, such approvals are also conditions to the closing of the Business Combination under the Merger Agreement.
Q:Following the Business Combination, what will happen to the Companies’ Units?
A:As a result of the Business Combination, the Companies’ units will be cancelled and automatically converted into the right to receive a number of shares of Broadmark Realty common stock determined based upon the Reference Price. Broadmark intends to apply for listing the Broadmark Realty common stock on the NYSE under the symbol “BRMK,” and the warrants on the NYSE Amex under the symbol “BRMK WS,” to become effective upon consummation of the Business Combination. Please see the section entitled “The Merger Agreement—Consideration to be Received in the Business Combination.
Q:Why is the board of directors of each Company proposing the Business Combination Proposal?
A:As part of the Business Combination, the Companies will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving company in such merger, referred to as the “Company Merger.” Pursuant to the WLLCA, each Company must obtain the affirmative vote of a majority of its members to effect the Company Merger. Therefore, each Company is seeking to obtain the approval of its members of the Company Group Business Combination Proposal. The approval of the Company Group Business Combination Proposal by the members of each Company is also a condition to the closing of the Business Combination under the Merger Agreement. For additional information, please see the section entitled “Proposals to be Considered by Company Members—Proposal No. 1—Approval of the Company Group Business Combination Proposal.
Q:Why are the Companies proposing the Company Group Adjournment Proposal?
A:The board of directors of the Companies are proposing the Company Group Adjournment Proposal to allow the Company Special Meetings to be adjourned to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this joint proxy statement/prospectus is provided to Company Members

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or, if as of the time for which a Company Special Meeting is scheduled, there are insufficient votes to approve the Company Group Business Combination Proposal in order to solicit additional proxies from members of a Company in favor of the Company Group Business Combination Proposal. The Company Group Adjournment Proposal will only be presented to Company Members in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Company Group Business Combination Proposal. For additional information, please see the section entitled “Proposals to be Considered by Company Members—Proposal No. 2—The Company Group Adjournment Proposal.

Q:What vote is required to approve the proposals presented at each Company Special Meeting?
A:The approval of the Company Group Business Combination Proposal on behalf of each Company requires the affirmative vote of a majority of the members of such Company. Accordingly, a Company member’s failure to vote by proxy or to vote in person at the Company Special Meeting will have the same effect as a vote cast against the Company Group Business Combination Proposal. Abstentions will have the same effect as a vote cast against the Company Group Business Combination Proposal.

The approval of the Company Group Adjournment Proposal requires the affirmative vote of a majority of the members of each Company. Accordingly, a Company member’s failure to vote by proxy or to vote in person at the Company Special Meeting will have the same effect as a vote cast against the Company Group Business Combination Proposal. Abstentions will have the same effect as a vote cast against the Company Group Business Combination Proposal.

Q:What happens if the Company Group Business Combination Proposal is not approved?
A:Certain of the Companies are approaching the limit on the number of members that they may admit under federal securities laws before they are required to publicly report and file financial statements. As a result, if the Company Group Business Combination Proposal is not approved, and the Business Combination is not completed, certain of the Companies would need to take action to address this. A potential alternative that may be considered by the Management Companies would be to convert the Companies to public, non-traded real estate companies. This would mean the Company Group would operate substantially the same way as today, except there would be the additional burden and expenses incurred in becoming a public reporting company, such as preparing and filing audited financial statements and other shareholder reports with the SEC on a regular basis, without the benefit of having shares that trade on a national stock exchange. Other alternatives the Management Companies might consider involve limiting the number of members, raising minimum capital contributions, or closing the largest Companies to new subscriptions, which could impair the Companies’ ability to grow their loan portfolios.
Q:How many votes do I have at the applicable Company Special Meeting?
A:A Company Member is entitled to one vote on each proposal presented at the applicable Company Special Meeting that the member held at least one unit of record as of October 11, 2019, the record date for the Company Special Meetings. The table below sets forth the number of members and outstanding units as of the close of business on the record date for each Company:
 
Number of Members
Outstanding Units
PBRELF I, LLC
 
1,548
 
 
4,234,922
 
BRELF II, LLC
 
1,796
 
 
4,629,167
 
BRELF III, LLC
 
128
 
 
218,488
 
BRELF IV, LLC
 
34
 
 
32,709
 
Q:What interests do the directors of the Companies and the executives and equity owners of each Management Company have in the Business Combination?
A:The directors of the Companies and the executives and equity owners of each Management Company have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:
the Management Companies and their equity owners, which include members of the board of directors and the executive officers of each Company, will receive $152,500,000 in total consideration if the Business

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Combination is completed, including approximately $61,338,000 in shares of Broadmark Realty common stock and $91,162,000 in cash; the $152,500,000 of total consideration to be paid to the Management Companies is after payment of certain fees and expenses related to the termination of certain referral agreements;

the directors and executive officers of the Companies and the executive officers of the Management Companies will continue as executives and employees of, and will receive salaries, benefits and other compensation pursuant to written employment contracts with Broadmark Realty; and
each Company’s and each Management Company’s directors, managers, members, officers and employees will continue to be entitled to indemnification from the post-combination company after the Business Combination, as well as coverage under directors’ and officers’ liability insurance.

Broadmark Capital, an affiliate of Mr. Schocken, will receive payment of $10,000,000, consisting of $7,000,000 in cash and $3,000,000 in shares of Broadmark Realty common stock, in exchange for cancellation of certain referral agreements with the Management Companies, which are referenced above.

These interests may influence the board of directors of the Companies and the Management Companies in making their recommendation that members vote in favor of the approval of the Business Combination.

Q:Did the Company Group obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:Yes. The Company Group engaged CS Capital Advisors, LLC and its affiliated broker-dealer CSCA Capital Advisors, LLC, which we refer to as “CSCA,” to render opinions as to the fairness, from a financial point of view, of the consideration to be received by the preferred unitholders of each of the Companies in the proposed Business Combination pursuant to the Merger Agreement. CSCA is an independent investment banking firm that regularly engages in the evaluation of real estate businesses and REITs and their securities in connection with acquisitions, corporate restructuring, private placements and for other purposes. The boards of directors of the Companies and the Management Companies decided to use the services of CSCA because it is a recognized investment banking firm that has substantial experience in real estate, REITs and similar matters. CSCA rendered their oral opinions to the boards of directors of the Companies and the Management Companies on August 9, 2019 (which were subsequently confirmed in writing by delivery of CSCAs’ written opinions dated the same date, such opinions, the “August Opinions”) that, as of August 9, 2019, the consideration to be received by the preferred unitholders of the Companies in the proposed Business Combination pursuant to the Merger Agreement was fair, from a financial point of view, to the preferred unitholders of each respective Company.

In light of the contemplated Warrant Amendment Proposal and redemptions by the preferred unitholders of the Companies as of October 1, 2019, the Broadmark Parties requested that CSCA update the August Opinions. On October 14, 2019, the Broadmark Parties engaged CSCA to render its updated fairness opinions pursuant to a fairness opinion engagement letter dated October 14, 2019, and an engagement letter among the Broadmark Parties and CSCA, which was initially dated as of August 14, 2018 and subsequently amended on August 2, 2019 and further amended on October 14, 2019. On October 14, 2019, CSCA rendered its updated oral opinions (which were subsequently confirmed in writing, such opinions, the “October Opinions”) to the Broadmark Parties that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinions, the Company Preferred Merger Consideration Per Unit to be paid by Broadmark Realty in the proposed merger was fair, from a financial point of view, to the preferred unitholders of each respective Company.

Q:What are the U.S. federal income tax consequences of the Company Merger to members of the Companies?
A:The Companies and Broadmark Realty intend for the Company Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the Mergers that Broadmark Realty receives a written opinion of Bryan Cave Leighton Paisner LLP, tax counsel to the Companies, to the effect that the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that the Company Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, a holder of units of a Company generally will not recognize gain or loss for U.S. federal income

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tax purposes on the exchange of such units for shares of Broadmark Realty common stock. You should read “Certain Material U.S. Federal Income Tax Considerations of the Company Merger” for a more detailed discussion of the material U.S. federal income tax consequences of the Company Merger. The tax consequences of the Company Merger to you will depend on your particular facts and circumstances. You should consult your own tax advisor to determine the particular tax consequences (including the applicability and effect of any state, local or non-U.S. income and other tax laws) to you of the Company Merger.

Q:What happens if I vote against the Company Group Business Combination Proposal?
A:If you vote against the Company Group Business Combination Proposal but the Company Group Business Combination Proposal still obtains the affirmative vote of a majority of the members of each Company, then the Company Group Business Combination Proposal will be approved and, assuming the approval of the proposals and the satisfaction or waiver of the other conditions to closing, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.

If you vote against the Company Group Business Combination Proposal and the proposal does not obtain the affirmative vote of a majority of the members of each Company, then the Company Group Business Combination Proposal will fail and the Company Group will not consummate the Business Combination.

For Stockholders of Trinity and Members of the Companies

Q:What will happen in the Business Combination?
A:Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Trinity and the Company Group will effect a transaction that would replicate the economics of a merger of Trinity and the Company Group through a series of mergers, which is collectively referred to as the “Business Combination.” To effect the Business Combination, among other things, (i) the Trinity Merger will be effected; (ii) the Company Merger will be effected; and (iii) the Management Company Merger will be effected. As a result of the Business Combination, Broadmark Realty will be the ultimate parent company of Trinity (following the Trinity Merger) and the Company Group entities. Please see the section entitled “The Business Combination” for additional information.
Q:Who will be the Management of Broadmark Realty following the Business Combination?
A:Joseph Schocken will become chairman of the Broadmark Realty board of directors. The other current executive officers of the Company Group, including Jeffrey Pyatt, Adam Fountain and Joanne Van Sickle, will serve as Broadmark Realty’s executive officers upon consummation of the Business Combination. The Broadmark Realty board of directors will initially consist of seven directors, including two directors identified by the Company Group, two directors identified by the Trinity Sponsor, and three directors to be mutually identified by the Trinity Sponsor and the Company Group, each of whom must meet the qualifications of an “independent director” under the rules of the New York Stock Exchange.

Please see the section entitled “Management Following the Business Combination” for additional information.

Q:What will Trinity stockholders receive in the Business Combination?
A:At the Trinity Effective Time, each share of Trinity Class A common stock and Trinity Class B common stock issued and outstanding immediately prior to the Trinity Effective Time will be cancelled and retired and automatically converted into the right to receive one share of Broadmark Realty common stock. For additional information, please see the section entitled “The Merger Agreement—Consideration to Be Received in the Business Combination.
Q:What will Trinity warrant holders receive in the Business Combination?
A:At the Trinity Effective Time, each Trinity warrant issued and outstanding immediately prior to the Trinity Effective Time and as amended pursuant to the Warrant Amendment Proposal will be automatically and irrevocably modified to replace the right to acquire Trinity common stock with the right to acquire of shares of Broadmark Realty common stock. For additional information, please see the section entitled “The Merger Agreement—Consideration to Be Received in the Business Combination.

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Q:What will the Company Group preferred unitholders receive in the Business Combination?
A:At the effective time of the Company Merger, (i) each Company preferred unit issued and outstanding immediately prior to the Company Effective Time will be converted into the right to receive the Company Preferred Merger Consideration Per Unit, and (ii) each Company common unit issued and outstanding immediately prior to the Company Effective Time will be converted into the right to receive the Company Common Merger Consideration Per Unit. For additional information, please see the section entitled “The Merger Agreement—Consideration to Be Received in the Business Combination.
Q:What will Management Company unitholders receive in the Business Combination?
A:At the effective time of the Management Company Merger, each Management Company Unit issued and outstanding immediately prior to the Management Company Effective Time will be converted into the right to receive the Management Company Merger Consideration Per Unit. For additional information, please see the section entitled “The Merger Agreement—Consideration to Be Received in the Business Combination.
Q:What is the PIPE Investment?
A:In connection with the Business Combination and concurrently with the execution of the Merger Agreement, Broadmark Realty has entered into a subscription agreement with entities affiliated with Farallon Capital Management, L.L.C., which we refer to as the “Farallon entities,” for a private placement of Broadmark Realty common stock, pursuant to which Broadmark Realty will issue and sell to the Farallon entities approximately $75.0 million of shares of Broadmark Realty common stock immediately prior to the consummation of the Business Combination at a price per share equal to the Reference Price as defined in the Merger Agreement, referred to herein as the “PIPE Investment.” The PIPE Investment is conditioned on the substantially concurrent closing of the Mergers and other customary closing conditions. The proceeds from the PIPE Investment will be used, among other things, to help to fund the ongoing business operations of Broadmark Realty. For additional information, please see the section entitled “The Business Combination—PIPE Investment.
Q:What equity stake will the current stockholders of Trinity, the Farallon entities and the current members of the Company Group hold in Broadmark Realty after the closing of the Business Combination?
A:It is anticipated that, upon completion of the Business Combination: (i) Trinity’s public stockholders will own approximately 24.7% of Broadmark Realty; (ii) the Trinity Sponsor will own approximately 3.5% of Broadmark Realty; (iii) the Farallon entities will own approximately 5.1% of Broadmark Realty; (iv) the Company Group’s unitholders will own approximately 62.3% of Broadmark Realty; and (v) the Management Companies unitholders, and their employees will own approximately 4.4% of Broadmark Realty. These levels of ownership interests assume that no shares of Trinity Class A common stock are elected to be redeemed by Trinity’s public stockholders.

The ownership percentages with respect to Broadmark Realty following the Business Combination do not take into account the warrants to purchase shares of Broadmark common stock that will remain outstanding immediately following the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Trinity’s existing stockholders in Broadmark Realty will be different. For more information, please see the sections entitled “The Business Combination—Total Shares of Broadmark Realty Common Stock to be Issued in the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information.

Q:Will Broadmark Realty obtain new financing in connection with the Business Combination other than the PIPE Investment?
A:No. In connection with the Business Combination and concurrently with the execution of the Merger Agreement, Broadmark Realty does not intend to obtain any new financing other than the PIPE Investment. In addition, the Farallon entities will have an option to purchase an additional $25.0 million of shares of Broadmark Realty common stock, exercisable at their election either in connection with or during the twelve month period following the consummation of the Business Combination. In connection the PIPE Investment, Broadmark Realty will issue to the Farallon entities warrants in an amount equal to the number of shares purchased by the

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Farallon entities pursuant to their initial $75.0 million investment (such warrants to be on substantially the same terms as the Broadmark Realty public warrants upon consummation of the business combination transaction). See the question “What is the PIPE Investment?” above.

Q:Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?
A:With respect to the Trinity Merger, no dissenters’ or appraisal rights are available to Trinity Stockholders in connection with the Business Combination.

Members of each Company who do not vote in favor of the Company Group Business Combination Proposal and who otherwise satisfy the requirements of the WLLCA relating to dissenters’ rights are entitled to the fair value of such member’s interest in the applicable Company in lieu of receiving the merger consideration. For more information about such rights, see the provisions of Article XII of Chapter 25.15 of the WLLCA attached hereto as Annex F, and the section titled “Special Meeting of the Members of Each of the Companies—Dissenters’ Rights for the Companies under the Washington Limited Liabilities Company Act” in this joint proxy statement/prospectus.

Q:What conditions must be satisfied to complete the Business Combination?
A:There are a number of closing conditions in the Merger Agreement, including the approval by Trinity stockholders of the Trinity Business Combination Proposal and the approval of the members of each of the Companies of the Company Group Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Merger Agreement.”
Q:Are there any arrangements to help ensure that Trinity will satisfy the condition in the Merger Agreement relating to the availability of sufficient funds?
A:Yes. In connection with the Business Combination and concurrently with the execution of the Merger Agreement, Broadmark Realty intends to consummate the PIPE Investment, which would be available to help Trinity to satisfy the closing condition in the Merger Agreement that Trinity hold at least $100 million following completion of the Business Combination. See the question “What is the PIPE Investment?” above.
Q:What happens if the Business Combination is not consummated?
A:There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled “The Merger Agreement” for information regarding the parties’ specific termination rights.

If Trinity does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until November 17, 2019. If Trinity fails to complete an initial business combination by November 17, 2019, unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date, then Trinity will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem Trinity public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish Trinity public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Trinity’s remaining stockholders and the Trinity board of directors, dissolve and liquidate, subject in each case to Trinity’s obligations under the requirements of applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the initial public offering. Please see the section entitled “Risk Factors—Risks Related to Trinity” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the Trinity public warrants and private placement warrants, which will expire worthless if Trinity fails to complete an initial business combination by November 17, 2019 unless Trinity seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the November 17, 2019 date to a later date.

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If the Business Combination Proposal is not approved, the Company Group expects to continue its business in the same manner as previously conducted.

Q:When is the Business Combination expected to be completed?
A:The closing of the Business Combination is expected to take place on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection entitled “The Merger Agreement Conditions to Complete the Business Combination.” The closing is expected to occur in the fourth quarter of 2019. The Merger Agreement may be terminated by Trinity or the Company Group if the closing of the Business Combination has not occurred by November 17, 2019 (the “Outside Date”); provided, however, that if Trinity receives approval from the Trinity Stockholders prior to November 17, 2019 to amend the amended and restated certificate of incorporation of Trinity to extend the date by which Trinity must complete its initial business combination to a date that is after November 17, 2019, the Outside Date shall be the earlier of such new date and December 31, 2019.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement—Conditions to Complete the Business Combination.”

Q:What do I need to do now?
A:You are urged to read carefully and consider the information contained in this joint proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a Trinity stockholder or Company member. You should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:How do I vote?
A:If you were a holder of record of Trinity common stock on October 15, 2019, the record date for the Trinity Special Meeting, you may vote with respect to the proposals in person at the Trinity Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Trinity Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Trinity Special Meeting so that your shares will be voted if you are unable to attend the Trinity Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 10:00 a.m. Eastern Time on November 12, 2019.

Voting in Person at the Meeting. If you attend the Trinity Special Meeting and plan to vote in person, you will be provided with a ballot at the Trinity Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Trinity Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Trinity Special Meeting and vote in person, you will need to bring to the Trinity Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Special Meeting of Trinity Stockholders.”

If you were a member of a Company on October 11, 2019, the record date for each of the Company Special Meetings, you may vote by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote, your proxy will be voted as recommended by the applicable Company’s board of directors and Management Company. You can also attend the applicable Company Special Meeting and vote in person even if you have previously submitted a proxy pursuant to any of the methods noted above. You will be given a ballot when you arrive.

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Q:What will happen if I abstain from voting or fail to vote at the Trinity Special Meeting or applicable Company Group Special Meeting?
A:At the Trinity Special Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be counted as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the effect of a vote against the Trinity Business Combination Proposal, the Approval and Adoption of the Incentive Plan Proposal and the Trinity Adjournment Proposal.

At a Company Special Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be counted as a vote against the Company Group Business Combination Proposal.

Q:What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:Signed and dated proxies received by Trinity without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Trinity Special Meeting.

Signed and dated proxies received by the Companies without an indication of how the member intends to vote on a proposal will be voted “FOR” each proposal presented to the members.

Q:If I am not going to attend the Trinity Special Meeting in person, should I return my proxy card instead?
A:Yes. Whether you plan to attend the Trinity Special Meeting or not, please read the enclosed joint proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:If I am not going to attend the Company Special Meetings in person, should I return my proxy card instead?
A:Yes. Whether you plan to attend the applicable Company Special Meeting or not, please read the enclosed joint proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares of Trinity common stock with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Trinity believes that all of the proposals presented to the stockholders at the Trinity Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at such meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares of common stock. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Trinity Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Because members of the Companies do not hold units through banks or brokers, there will be no broker non-votes with respect to the voting of members at the Company Special Meetings.

Q:May Trinity stockholders change their vote after they have mailed their signed proxy card?
A:Yes. Trinity stockholders may change their vote by sending a later-dated, signed proxy card to Trinity’s Secretary at the Trinity address listed below so that it is received by Trinity’s Secretary prior to the Trinity Special Meeting or attend the Trinity Special Meeting in person and vote. Trinity stockholders also may revoke their proxy by sending a notice of revocation to Trinity’s Secretary, which must be received by Trinity’s Secretary prior to the Trinity Special Meeting.

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Q:May Company members change their vote after they have mailed their signed proxy card?
A:Yes. Company members may change their vote by sending a later-dated, signed proxy card to Mr. Fountain at the Company address listed below so that it is received by the applicable Company prior to the applicable Company Special Meeting or attend the Company Special Meeting in person and vote. Company members also may revoke their proxy by sending a notice of revocation to the Company address listed below, which must be received prior to the applicable Company Special Meeting.
Q:What should I do if I receive more than one set of voting materials?
A:You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q:Who will solicit and pay the cost of soliciting proxies for the Trinity Special Meeting?
A:Trinity will pay the cost of soliciting proxies for the Trinity Special Meeting. Trinity has engaged Okapi Partners LLC to assist in the solicitation of proxies for the Trinity Special Meeting. Trinity has agreed to pay Okapi Partners LLC a fee of $25,000, plus disbursements, and will reimburse Okapi Partners LLC for its reasonable out-of-pocket expenses and indemnify Okapi Partners LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Trinity will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Trinity common stock for their expenses in forwarding soliciting materials to beneficial owners of Trinity common stock and in obtaining voting instructions from those owners. The directors, officers and employees of Trinity may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:Who will solicit and pay the cost of soliciting proxies for the Company Special Meetings?
A:The Management Companies will pay the cost of soliciting proxies for the Company Special Meetings. The Management Companies have engaged Alliance Advisors to assist in the solicitation of proxies for the Company Special Meetings. The Management Companies have agreed to pay Alliance Advisors a fee of $28,000, plus disbursements. Each Management Company and its managers, members, officers and employees may also solicit proxies in person. The Management Companies will bear the cost of the solicitation, which costs will be reimbursed by the post-combination company upon completion of the Business Combination.

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Q:Who can help answer my questions?
A:If you have questions about the proposals or if you need additional copies of this joint proxy statement/prospectus or the enclosed proxy card you should contact:
For Trinity Stockholders:
   
55 Merchant Street, Suite 1500
Honolulu, HI 96813
Telephone: (213) 318-0583
Attention: Sean A. Hehir
Email: IR@trinitymergercorp.com
   
You may also contact the proxy solicitor for Trinity at:
   
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Stockholders and All Others Call Toll-Free: (855) 208-8902
Email: info@okapipartners.com
For Company Members:
   
For questions about the proposals:
1420 Fifth Avenue, Suite 2000
Seattle, WA 98101
Attn: Adam Fountain
(206) 466-2810
   
For additional copies of this joint proxy
statement/prospectus:
Alliance Advisors
Telephone: (888) 991-1293
Email: broadmark@allianceadvisorsllc.com

To obtain timely delivery, Trinity stockholders and Company members must request the materials no later than November 4, 2019, or five business days prior to the date of the Trinity Special Meeting and the Company Special Meetings.

You may also obtain additional information about Trinity from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your public shares (either physically or electronically) to the Transfer Agent prior to the Trinity Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your public shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

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QUESTIONS AND ANSWERS ABOUT THE WARRANT AMENDMENT PROPOSAL

The questions and answers below highlight only selected information from this joint proxy statement/prospectus and only briefly address some commonly asked questions about the Warrant Holder Meeting and the proposed amendment to the warrants. The following questions and answers do not include all the information that is important to Trinity warrant holders. Trinity warrant holders are encouraged to read carefully this entire joint proxy statement/prospectus, including the Annexes and the other documents referred to herein.

Q:What is the purpose of the amendment for which approval is being sought?
A:Approval is being sought from warrant holders as of the Record Date in order to (i) amend the anti-dilution provisions contained in Section 4.1.2 of the Warrant Agreement relating to the payment of cash dividends and applicable to both the Trinity public warrants and the Trinity private placement warrants, as provided in Annex H to this joint proxy statement/prospectus; (ii) provide that, upon the completion of the Business Combination, each of the outstanding Trinity public warrants, which currently entitle the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share); and (iii) provide that, upon completion of the Business Combination, each holder of a Trinity public warrant will receive, for each such warrant (in exchange for the amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Warrants are exercisable), a cash payment of $1.60, the substantive text of which is included as Annex H to this joint proxy statement/prospectus. Amended warrants will be exercisable only for a whole number of shares of common stock.
   The warrants currently provide for an anti-dilution adjustment in the event that cash dividends are paid in an amount that, together with all other cash dividends paid in the preceding 365-day period, exceed $0.50 per share. It is a condition to the completion of the Mergers that the cash dividend anti-dilution provision be amended to permit Broadmark Realty to pay monthly or quarterly cash dividends, as well as any other dividends required to be paid in order for Broadmark Realty to maintain its status as a REIT or otherwise avoid the imposition of U.S. federal and state income and excise taxes. It is currently contemplated that Broadmark Realty will pay annual dividends in excess of $0.50 per share. As a result, absent an amendment, the existence of the anti-dilution adjustment would result in significant continuous dilution to holders of Broadmark Realty’s common stock as a result of the regular payment of dividends, which Trinity and the Companies believe would likely have a material adverse effect on the future market price of Broadmark Realty’s common stock. As a result, without the amendment, Trinity and the Companies believe it will not be feasible to reorganize as a REIT in connection with the Mergers.
Q.When and where will the Warrant Holders Meeting be held?
A.The Warrant Holders Meeting will be held prior to the Shareholders Meeting at 9:30 a.m., Eastern Time on November 12, 2019 at Gibson, Dunn, & Crutcher LLP, at 200 Park Avenue, 46th Floor, New York, NY 10166-0193. Only Trinity public warrant holders at the close of business on October 15, 2019 will be entitled to vote at the Warrant Holders Meeting and at any adjournments and postponements thereof.
Q.Who is entitled to vote at the Warrant Holders Meeting?
A.Trinity has fixed October 15, 2019 as the record date, or “Record Date.” If you were a Trinity public warrant holder at the close of business on the Record Date, you are entitled to vote on matters that come before the Warrant Holders Meeting. However, a Trinity public warrant holder may only vote his, her or its warrants if he, she or it is present in person or is represented by proxy at the Warrant Holders Meeting.
Q.How do I vote?
A.If you are a record owner of warrants, there are two ways to vote your warrants at the Warrant Holders Meeting:
   You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares and/or your warrants as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your Trinity public warrants, your Trinity public warrants will be voted as recommended by the Trinity Board “FOR” the Warrant Amendment Proposal and the Warrant Holders Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Warrant Holders Meeting will not be counted.

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   You can attend the Warrant Holders Meeting and Vote in person. When you arrive, you will receive a ballot that you may use to cast your vote.
   If your warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the warrants you beneficially own are properly counted. If you wish to attend the Warrant Holders Meeting and vote in person and your warrants are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Trinity can be sure that the broker, bank or nominee has not already voted your warrants.
Q:What if I do not vote my Trinity warrants or if I abstain from voting?
A.The approval of the Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Trinity public warrants. The Warrant Holders Adjournment Proposal, if presented, requires the affirmative vote by the holders of a majority of the outstanding Trinity public warrants that are present and entitled to vote at the Warrant Holders Meeting. Abstentions will have the same effect as a vote against the Warrant Amendment Proposal but will have no effect on the Warrant Holder Adjournment Proposal, if presented. Broker non-votes will have the same effect as a vote against the Warrant Amendment Proposal, but will have no effect on the Warrant Holder Adjournment Proposal.
Q:What do I do if I want to vote against the amendments?
A:If you are a Trinity public warrant holder at the close of business on the Record Date and you wish to vote against the Warrant Amendment Proposal, you should sign and return your proxy card indicating a vote “AGAINST.” Alternatively, you may vote in person at the Warrant Holders Meeting. If you are a Trinity public warrant holder at the close of business on the Record Date and you do not sign and return your proxy card to your broker or vote in person at the Warrant Holders Meeting, that will have the same effect as a vote against the Warrant Amendment Proposal.
Q:What will happen to the warrants if the Warrant Amendment Proposal is not approved?
A:Amending the cash dividend anti-dilution provision of the Trinity warrants is a condition to completion of the Mergers. As a result, if the Warrant Amendment Proposal is not approved, the Mergers will not be completed. If the Mergers are not completed, Trinity may need to liquidate and the warrants may expire worthless.
Q:What changes will be made to the terms of the warrants if the Warrant Amendment becomes operative?
A:We encourage you to review the substantive text of the proposed Warrant Amendment attached as Annex H to this joint proxy statement/prospectus. Please see the section entitled “The Warrant Amendment” for additional information.
Q:What is the Record Date?
A:The Record Date will be the close of business on October 15, 2019. All public warrant holders of record at the close of business on this date will be entitled to vote on the Warrant Amendment.
Q:What percentage of outstanding warrants must submit written consents for the Warrant Amendment to be approved?
A:Trinity must receive consents representing 65% of the outstanding public warrants for the Warrant Amendment to be approved.
Q:If the Warrant Amendment is approved, when will it become effective?
A:The Warrant Amendment will not become effective unless and until the Mergers are completed.
Q:In addition to receiving the necessary approval from public warrant holders, what are the other conditions to the Warrant Amendment?
A:All other conditions to the completion of the Merger must be satisfied for the Warrant Amendment to become operative. If such conditions are not satisfied or the Merger does not occur for any reason, the Warrant Amendment will not become operative.

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Q:What is the Warrant Cash Payment and will I be entitled to receive the Warrant Cash Payment?
A:The Warrant Amendment provides that, upon the completion of the Business Combination, the cash dividend anti-dilution provision of the warrant agreement will be amended to permit Broadmark Realty to pay monthly cash dividends, and (i) each of the outstanding Trinity public warrants, which currently entitle the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share) and (ii) each holder of a Trinity public warrant will receive, for each such Trinity public warrant (in exchange for the Warrant Amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Trinity public warrants are exercisable), a cash payment of $1.60. If the Warrant Amendment Proposal is approved and the Business Combination is completed, all holders of Trinity public will receive the warrant cash payment in respect of their public warrants.
Q:When will I receive any Warrant Cash Payment I am owed?
A:Assuming the Warrant Amendment is approved and the Business Combination is completed, all Trinity public warrant holders will be entitled to receive the Warrant Cash Payment promptly following consummation of the Mergers. If the Mergers are not consummated, the Warrant Amendment will not take effect and no Warrant Cash Payment will be paid.
Q:If I am a Trinity warrant holder and am not a Trinity stockholder, what are the U.S. federal income tax consequences to me if the Warrant Amendment is approved and the Business Combination is consummated?
A:While there are no legal authorities which are directly on point, Trinity intends to take the position that a U.S. Holder whose Trinity public warrant is modified by the Warrant Amendment and pursuant to the Business Combination converted into a Broadmark Realty warrant will be deemed to have received such Broadmark Realty warrant in exchange for a Trinity public warrant and the receipt of the Warrant Cash Payment in a taxable transaction in which gain or loss is recognized.

Please see the section entitled “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty—Material U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment” for additional information. You are urged to consult your tax advisors regarding the tax consequences of the Business Combination and the Warrant Amendment.

Q:If I purchase Trinity public warrants after the Record Date, am I entitled to vote on the Warrant Amendment?
A:No. Only Trinity public warrant holders on the Record Date will be eligible to vote on the Warrant Amendment. If you purchase Trinity public warrants after this date, you will not be entitled to vote on the Warrant Amendment, but you will be entitled to receive the Warrant Cash Payment.
Q:Who do I call if I have any questions about how to vote or any other questions relating to the Warrant Amendment Proposal or the Warrant Amendment?
A:Questions concerning the terms of the Warrant Amendment Proposal should be directed to Trinity’s proxy agent by telephone at (212) 297-0720 or collect at (855) 208-8902. Requests for assistance in voting or requests for additional copies of this joint proxy statement/prospectus or other related documents should be directed to Trinity’s proxy agent by telephone at (212) 297-0720 or collect at (855) 208-8902. While each of the proxy agent and the Transfer Agent will be available to answer questions about the Warrant Amendment Proposal, neither of them will make any recommendation as to whether or not holders should vote for or against the Warrant Amendment Proposal.

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SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the Trinity Special Meeting and each Company Special Meeting, you should read the entire joint proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Broadmark Realty

Broadmark Realty (currently Trinity Sub Inc.) is a Maryland corporation and a direct wholly owned subsidiary of Trinity that was incorporated on July 26, 2019. Broadmark Realty intends to elect to qualify as a REIT commencing with its taxable year ending December 31, 2019. Broadmark Realty intends to apply for listing of the Broadmark Realty common stock on the NYSE under the symbol “BRMK,” and the warrants on the NYSE Amex under the symbol “BRMK WS.”

The mailing address of Broadmark Realty’s principal executive office is 1420 Fifth Avenue, Suite 2000, Seattle, Washington 98101, and its telephone number is (206) 623-1200.

Trinity

Trinity is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Trinity consummated its initial public offering on May 17, 2018, generating gross proceeds of $357.4 million, which includes proceeds from the private placement of the private placement warrants to the Trinity Sponsor.

Trinity Units, Class A common stock and warrants are traded on Nasdaq under the symbols “TMCXU,” “TMCX” and “TMCXW,” respectively. Upon the closing of the Business Combination, it is anticipated that the Trinity securities will be delisted from Nasdaq.

The mailing address of Trinity’s principal executive office is 55 Merchant Street, Suite 1500, Honolulu, HI 96813.

Broadmark Entities

PBRELF I commenced operations in 2010 with a focus on originating loans in the Pacific Northwest region of the United States. At June 30, 2019, PBRELF I had 113 loans outstanding with an aggregate face value of approximately $456.6 million.

BRELF II commenced operations in 2014 with a focus on the Mountain West region of the United States. At June 30, 2019, BRELF II had 108 loans outstanding with an aggregate face value of approximately $595.1 million.

BRELF III commenced operations in 2018 with a focus on the Southeast region of the United States. At June 30, 2019, BRELF III had 41 loans outstanding with an aggregate face value of approximately $23 million.

BRELF IV commenced operations in 2019 with a focus on the Mid-Atlantic region of the United States. At June 30, 2019, BRELF IV had two loans outstanding with an aggregate face value of approximately $2.5 million.

MgCo I is the manager of PBRELF I.

MgCo II is the manager of BRELF II.

MgCo III is the manager of BRELF III.

MgCo IV is the manager of BRELF IV.

The mailing address of the Company Group’s principal executive office is 1420 Fifth Avenue, Suite 2000, Seattle, Washington 98101.

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The Business Combination

General

On August 9, 2019, Trinity Sub Inc. (to be renamed Broadmark Realty), Merger Sub I, Merger Sub II and the Company Group entities entered into an Agreement and Plan of Merger, which provides for, among other things: (i) the Trinity Merger; (ii) the Company Merger and (iii) the Management Company Merger. For more information about the transactions contemplated in the Merger Agreement, please see the sections entitled “The Business Combination” and “The Merger Agreement.” A copy of the Merger Agreement is included in this joint proxy statement/prospectus as Annex A.

Structure of the Business Combination

In connection with the closing of the Business Combination contemplated by the Merger Agreement, the parties will undertake the following transactions:

the Trinity Merger;
the Company Merger; and
the Management Company Merger.

Organizational Structure

The following diagram illustrates the structure of the post-combination company immediately following the Business Combination and the transactions:


*Ownership percentages on the left assume no public stockholders have redeemed their shares for cash; ownership percentages on the right assume that 12.0 million shares of common stock have been redeemed by Trinity public stockholders. Assumes no exercise of outstanding warrants or Farallon's option to acquire additional shares of common stock.

Following completion of the Business Combination, Merger Sub II will own the assets of each of the Companies (hereafter referred to as the “Mortgage Subsidiary”), and Trinity will conduct the business of each of the Management Companies, which following the completion of the Business Combination, is referred to as the “Company Group Internal Manager.”

After the completion of the Business Combination, Broadmark Realty expects to launch a private real estate lending company, referred to herein as the “Private REIT,” that anticipates electing to be taxed as a REIT at such time that it is able to comply with the various tests for qualification as a REIT. The Private REIT will be managed by a direct or indirect subsidiary of Broadmark Realty, referred to herein as the “Private REIT Manager,” which Broadmark Realty will form as a direct or indirect subsidiary. The Private REIT will seek to raise capital on a private placement basis for the purpose of offering short-term, first deed of trust loans secured by real estate to real estate

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owners and developers to fund their acquisition, renovation, rehabilitation or development of residential or commercial properties. After the Business Combination, it is expected that Broadmark Realty’s management team will cause Broadmark Realty, and the Private REIT Manager will cause the Private REIT, to participate in originating new mortgages pro rata based on available capital.

Upon consummation of the Business Combination, the Company Group Internal Manager and the Mortgage Subsidiary will be wholly owned subsidiaries of Broadmark Realty.

The Mortgage Subsidiary will be a disregarded entity for U.S. federal income tax purposes. As such, the taxable income of the Mortgage Subsidiary will be included in the taxable income reported by Broadmark Realty, which intends to elect to be taxed as a REIT in connection with the transaction. Additionally, an election will be made to treat the Company Group Internal Manager as a taxable REIT subsidiary, and the Company Group Internal Manager will be subject to income taxation as an ordinary corporation. The Company Group Internal Manager will manage the Mortgage Subsidiary’s real estate loan portfolio following the Business Combination. Additionally, if the Private REIT is not formed as a subsidiary of Trinity, an election will be made to treat the Private REIT Manager as a taxable REIT subsidiary, and the Private REIT Manager will be subject to income taxation as an ordinary corporation.

Consideration to Be Received in the Business Combination

Trinity Stockholders and Warrant Holders

Pursuant to the Merger Agreement, in the Trinity Merger, each share of Trinity Class A common stock and Trinity Class B common stock, which we refer to collectively as the “Trinity common stock,” issued and outstanding immediately prior to the effective time of the Trinity Merger (other than certain shares surrendered by the Trinity Sponsor (as described below) and shares redeemed pursuant to Trinity’s amended and restated certificate of incorporation) will be cancelled and retired and automatically converted into the right to receive one share of Broadmark Realty common stock. At the effective time of the Trinity Merger, the Trinity Sponsor will surrender and transfer to Trinity, for no consideration, 3,801,360 shares of Trinity Class B common stock pursuant to and in accordance with the terms of the Sponsor Agreement.

Additionally, upon completion of the Business Combination, (i) each Trinity public warrant outstanding, which currently entitles the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share) and (ii) each holder of a Trinity public warrant will receive, for each such Trinity public warrant (in exchange for the Warrant Amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Trinity Warrants are exercisable), a cash payment of $1.60.

Company Members

In the Company Merger, each preferred unit of each Company issued and outstanding immediately prior to the effective time of the Company Merger (other than units belonging to members properly exercising their dissenters’ rights in accordance with the requirements of Washington law) will be cancelled and retired and automatically converted into the right to receive a number of shares of Broadmark Realty common stock equal to (i) the members' equity in a Company attributable to all preferred unit holders in such Company, net of REIT loan loss reserves, divided by (ii) the number of preferred units of such Company outstanding immediately prior to the effective time of the Company Merger, and divided by (iii) the “Reference Price,” which is the value of the funds held in the Trust Account as of the close of business on the business day immediately preceding the closing, divided by the number of outstanding shares of Trinity Class A common stock, subject to certain exceptions and adjustments.

Additionally, in the Company Merger, each common unit of each Company issued and outstanding immediately prior to the effective time of the Company Merger will be cancelled and retired and automatically converted into the right to receive a number of shares of Broadmark Realty common stock equal to (i) $64,338,000, divided by (ii) the Reference Price, and (iii) after payment of certain fees and expenses related to the termination of certain referral agreements, allocated among the Companies and the Company common units, subject to certain exceptions and adjustments.

Management Company Members

In the Management Company Merger, the units of the Management Companies issued and outstanding immediately prior to the effective time of the Management Company Merger will be cancelled and retired and automatically converted into the right to receive an amount in cash equal to (i) $98,162,000 less (ii) the amount of

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Company Transaction Expenses that are unpaid as of the closing of the Business Combination and the Reimbursed Transaction Expenses, in each case only to the extent they are, in the aggregate, in excess of the Company Transaction Expense Cap, plus (iii) the Reimbursed Transaction Expenses, less (iv) any outstanding indebtedness of the Company Group on the day immediately preceding the closing of the Business Combination (other than any unpaid bonuses, change of control payments, severance and obligations for deferred compensation, together with the employer's portion of any employment taxes associated with such payments). The Management Company Consideration, after payment of certain fees and expenses related to the termination of certain referral agreements, will then be allocated among each Management Company and each holder of Management Company units.

Conditions to Complete the Business Combination

The respective obligations of the parties to consummate the transactions contemplated by the Merger Agreement, referred to herein as the “Transactions,” are conditioned upon:

no law or injunction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect;
Trinity and each of the Companies, respectively, having received the affirmative vote of the holders of the requisite number of shares of Trinity common stock, in the case of Trinity, or the affirmative vote of a majority of the members of each Company, in the case of the Companies, necessary to approve the Merger Agreement and the Transactions, and the Incentive Plan, as applicable;
Trinity having provided the holders of its Class A common stock the opportunity to elect to have their Class A common stock redeemed for the consideration, and on the terms and subject to the terms and limitations, set forth in the Trinity organizational documents, the Trinity trust agreement and this joint proxy statement/prospectus;
Trinity having at least $5,000,001 of net tangible assets following the exercise by the holders of Trinity’s Class A common stock of their right to convert their Class A common stock held by them in accordance with Trinity’s organizational documents;
Trinity having received the affirmative vote of the holders of the requisite number of Trinity warrants necessary to amend the warrant agreement with respect to the Trinity warrants to remove certain anti-dilution provisions contained therein relating to the payment of cash dividends;
Broadmark Realty and Trinity having no less than $100,000,000 of cash after giving effect to the PIPE Investment, the exercise by the holders of Trinity Class A common stock of their right to have their Class A common stock redeemed pursuant to Trinity’s amended and restated certificate of incorporation and payment of the Management Companies consideration and Company Group’s and Trinity’s transaction expenses and any indebtedness;
the PIPE Investment having been consummated immediately prior to the effective time of the Management Company Merger;
the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part having become effective and no stop order suspending the effectiveness of such registration statement being in effect and no proceedings for that purpose shall have been initiated or threatened;
the Broadmark Realty common stock to be issued in connection with the Mergers having been approved for listing on the NYSE, subject to official notice of issuance and the requirement to have a sufficient number of round lot holders; provided that if such securities are not listed on the NYSE, Broadmark Realty common stock is required to be listed on Nasdaq;
Trinity having received, and the Companies having received a copy of, a written opinion of Gibson Dunn to the effect that the Company Merger, the Trinity Merger and the PIPE Investment should be considered part of an overall plan in which the Trinity stockholders holding Trinity Class A common stock exchange their shares of Trinity Class A common stock for Broadmark Realty common stock in an exchange described in Section 351 of the Code; and
Broadmark Realty having received a written opinion of Gibson Dunn to the effect that, commencing with the beginning of Broadmark Realty’s taxable year ending December 31, 2019 and through the closing date of the Mergers, Broadmark Realty has been organized and has operated in conformity with the

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requirements for qualification and taxation as a REIT under Sections 856 through 860 of the Code and its current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its initial taxable year and subsequent taxable years.

Trinity

The obligations of Trinity to consummate the Transactions are conditioned upon:

the accuracy of the representations and warranties of the Companies and the Management Companies (subject to certain bring-down standards);
the Companies and the Management Companies having performed or complied in all material respects with all obligations and covenants required to be performed or complied with by the Companies and the Management Companies prior to or at the time of closing;
no material adverse effect having occurred, or any event, circumstance, change, development or effect having occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a material adverse effect;
receipt of a closing statement from the Companies;
no Company having redeemed units representing more than twenty-five percent of such Company’s total assets, calculated on a rolling twelve-month basis, and each Company’s total members’ equity attributable to the holders of the preferred units of such Company, in aggregate, determined as of the close of business on the business day immediately preceding the closing, being not less than $800,000,000;
delivery of a certificate certifying as to the Companies’ compliance with certain conditions set forth in the Merger Agreement;
delivery of a certificate certifying as to the Management Companies’ compliance with certain conditions set forth in the Merger Agreement;
Broadmark Realty receiving written opinions of Bryan Cave regarding each Company’s qualification and taxation as a REIT under the Code; and
Broadmark Realty receiving a written opinion of Bryan Cave to the effect that the Company Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.

Company Group

The obligations of the Company Group to consummate the Mergers and the other transactions contemplated by the Merger Agreement are subject to the satisfaction (or written waiver by the Company Group, in whole or in part, to the extent such conditions can be waived) at or prior to the closing, of certain conditions, including:

the accuracy of the representations and warranties of Trinity and Broadmark Realty (subject to certain bring-down standards);
Trinity and Broadmark Realty shall have performed or complied in all material respects with all obligations and covenants required to be performed or complied with by Trinity and Broadmark Realty prior to or at the time of closing;
the transactions contemplated by the Sponsor Agreement shall have been consummated;
receipt of a closing statement from Trinity; and
delivery of a certificate certifying as to Trinity’s and Broadmark Realty’s compliance with certain conditions set forth in the Merger Agreement.

Fairness Opinions of CSCA

The Company Group engaged CSCA to render opinions as to the fairness, from a financial point of view, of the consideration to be received by the preferred unitholders of each of the Companies in the proposed Business Combination pursuant to the Merger Agreement. CSCA is an investment banking firm that regularly is engaged in the evaluation of real estate business and REITs and their securities in connection with acquisitions, corporate

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restructuring, private placements and for other purposes. The boards of directors of the Companies and the boards of managers of their corresponding Management Companies decided to use the services of CSCA because it is a recognized investment banking firm that has substantial experience in real estate, REITs and similar matters.

CSCA rendered their oral opinions to the boards of directors of the Companies and their corresponding Management Companies on August 9, 2019 (which were subsequently confirmed in writing by delivery of CSCA’s written opinions dated the same date, such opinions, the “August Opinions”) that, as of August 9, 2019, the consideration to be received by the preferred unitholders of each of the Companies in the proposed Business Combination pursuant to the Merger Agreement was fair, from a financial point of view, to the preferred unitholders of each respective Company.

In light of the contemplated Warrant Amendment Proposal and redemptions by the preferred unitholders of the Companies as of October 1, 2019, the Broadmark Parties requested that CSCA update the August Opinions. On October 14, 2019, the Broadmark Parties engaged CSCA to render its updated fairness opinions pursuant to a fairness opinion engagement letter dated October 14, 2019, and an engagement letter among the Broadmark Parties and CSCA, which was initially dated as of August 14, 2018 and subsequently amended on August 2, 2019 and further amended on October 14, 2019. On October 14, 2019, CSCA rendered its updated oral opinions (which were subsequently confirmed in writing, such opinions, the “October Opinions”) to the Broadmark Parties that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinions, the Company Preferred Merger Consideration Per Unit to be paid by Broadmark Realty in the proposed merger was fair, from a financial point of view, to the preferred unitholders of each respective Company.

Third Party Advisors

The parties to the Merger Agreement have engaged legal, accounting and financial third party advisors in connection with the proposed Business Combination, including the financial advisors CSCA, B. Riley FBR, Inc., hereinafter referred to as “B. Riley FBR,” and Raymond James & Associates, Inc., hereinafter referred to as “Raymond James,” the legal advisors Gibson, Dunn & Crutcher LLP, Bryan Cave Leighton Paisner LLP, Venable LLP, and the accounting advisors Moss Adams LLP and Ernst & Young LLP, among others. As of the date of this joint proxy statement/prospectus, the fees to be paid to the financial advisors is estimated to be approximately $29 million, which amount is entirely contingent on the consummation of the Business Combination. The remainder of all fees payable to all other third party advisors is estimated to be approximately $10 million, none of which is contingent to the consummation of the Business Combination.

Certain Agreements Related to the Business Combination

In addition to the Merger Agreement, the parties to the Merger Agreement and Trinity Sponsor, and, where applicable, their respective directors, officers and members entered into various other agreements to effect the Business Combination and provide a framework for the relationship between such parties leading up to and after the consummation of the Business Combination. These agreements include voting agreements pertaining to Trinity common stock and interests in members of the Company Group; an agreement providing for the surrender of certain shares of Trinity common stock, private placement warrants and rights by Trinity Sponsor; employment agreements covering continued employment of certain Company Group personnel at Broadmark Realty; equity lock-up agreements restricting equity sales by such parties; and agreements containing restrictive covenants on hiring and employee solicitation, competition, confidentiality, non-disparagement and use of certain of the Company Group’s intellectual property. To the extent rights or obligations in these agreements contemplate activities of the parties after the Business Combination, performance of the obligations in these agreements is contingent upon consummation of the Business Combination.

Material U.S. Federal Income Tax Considerations

Material U.S. Federal Income Tax Consequences of the Trinity Merger, Redemption and Warrant Amendment

Assuming that the Mergers are completed as currently contemplated, the exchange of Trinity Class A common stock for Broadmark Realty common stock in the Trinity Merger should qualify as an exchange governed under Section 351 of the Code for stockholders exchanging Trinity Class A common stock for Broadmark Realty common stock, and it is a condition of each party’s obligation to complete the Mergers that Gibson Dunn render an opinion to Trinity to that effect.

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Assuming the Trinity Merger qualifies as a Section 351 exchange, (i) a U.S. Holder (as defined below in “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty”) who owns Trinity Class A common stock (but not any Trinity public warrants) and who solely exchanges such Trinity Class A common stock for Broadmark Realty common stock generally is not expected to recognize gain or loss as a result of such exchange and (ii) a U.S. Holder who owns Trinity Class A common stock and Trinity public warrants and who exchanges such Trinity Class A common stock for Broadmark Realty common stock and who is deemed to exchange Trinity public warrants for Broadmark Realty warrants and the Warrant Cash Payment generally is expected to recognize gain (if any) but not loss with respect to each share of Trinity Class A common stock and Trinity public warrant held immediately prior to the Trinity Merger (after giving effect to any redemptions of Trinity Class A common stock) and Warrant Amendment.

While there are no legal authorities which are directly on point, Trinity intends to take the position that a U.S. Holder of a Trinity public warrant (but not Trinity Class A common stock) whose Trinity public warrant is modified into a Broadmark Realty warrant will be deemed to have received such Broadmark Realty warrant in exchange for a Trinity public warrant and the receipt of the Warrant Cash Payment in a taxable transaction in which gain or loss is recognized.

You should read “Certain Material U.S. Federal Income Tax Considerations For Holders of Trinity Securities and Investors in Broadmark Realty” beginning on page 106 for a more complete discussion of the material U.S. federal income tax consequences of the Business Combination and the Warrant Amendment. The tax consequences of the Business Combination and the Warrant Amendment to you will depend on your particular facts and circumstances. You should consult your tax advisor to determine the particular tax consequences of the Business Combination and the Warrant Amendment to you.

Material U.S. Federal Income Tax Consequences of the Company Merger

The Companies and Broadmark Realty intend for the Company Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the Mergers that Broadmark Realty receives a written opinion of Bryan Cave Leighton Paisner LLP, tax counsel to the Companies, to the effect that the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that the Company Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, a holder of units of a Company generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange of such units for shares of Broadmark Realty common stock. You should read “Certain Material U.S. Federal Income Tax Considerations of the Company Merger” for a more detailed discussion of the material U.S. federal income tax consequences of the Company Merger. The tax consequences of the Company Merger to you will depend on your particular facts and circumstances. You should consult your own tax advisor to determine the particular tax consequences (including the applicability and effect of any state, local or non-U.S. income and other tax laws) to you of the Company Merger.

Rights of Appraisal and Dissent

Appraisal Rights for Trinity Stockholders under Delaware Law

Appraisal rights are not available to holders of shares of Trinity common stock in connection with the Business Combination.

Dissenters’ Rights for the Company Members under the Washington Limited Liability Company Act

Members of each Company who do not vote in favor of the Broadmark Business Combination Proposal and who otherwise satisfy the requirements of Washington law relating to dissenters’ rights are entitled to the fair value of such member’s interest in the applicable Company in lieu of receiving the merger consideration. For more information about such rights, see the provisions of Article XII of Chapter 25.15 of the WLLCA attached hereto as Annex F, and the section titled “Special Meeting of the Members of Each of the Companies—Dissenters’ Rights for the Companies under the Washington Limited Liability Company Act” in this joint proxy statement/prospectus.

The Warrant Amendment

As a REIT, Broadmark Realty generally will be required to pay out at least 90% of its annual income as a dividend in order to continue to qualify as a REIT and a greater amount to not be subject to corporate level taxation. The warrants currently provide for an anti-dilution adjustment in the event that cash dividends are paid in an amount

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that, together with all other cash dividends paid in the preceding 365-day period, exceed $0.50 per share. It is a condition to the completion of the Mergers that the cash dividend anti-dilution provision be amended to permit Broadmark Realty to pay monthly and quarterly cash dividends, as well as any other dividends required to be paid in order for Broadmark Realty to maintain its status as a REIT or otherwise avoid the imposition of U.S. federal and state income and excise taxes, without adjustment to the warrant exercise price. It is currently contemplated that Broadmark Realty will pay annual dividends well in excess of $0.50 per share. As a result, absent an amendment, the existence of the anti-dilution adjustment would result in significant continuous reduction in the exercise price of the warrants resulting in material dilution to holders of Broadmark Realty’s common stock. Trinity and the Companies believe this dilution to holders of Broadmark Realty’s common stock would likely have a material adverse effect on the future market price of Broadmark Realty’s common stock, and as a result, without the amendment, Trinity and the Companies believe it will not be feasible to reorganize as a REIT in connection with the Mergers.

The Warrant Amendment proposes to amend Section 4.1.2 of the warrant agreement in order to modify this provision to permit Broadmark Realty to pay monthly and quarterly cash dividends, as well as any other dividends that are required to be paid in order for Broadmark Realty to maintain its status as a REIT or avoid the imposition of U.S. federal and state income and excise taxes. The substantive text of the Warrant Amendment is included in Annex H hereto.

Amending the cash dividend anti-dilution provision was made a condition to completion of the Mergers. If the amendment to the cash dividend anti-dilution is not obtained, the Mergers will not be completed. If the Mergers are not completed, Trinity may need to liquidate and the warrants may expire worthless. For the proposed substantive text of the amendment, please see Annex H to this joint proxy statement/prospectus.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF TRINITY

The following tables set forth summary financial information and operating data for Trinity. You should read the following summary financial information and operating data in conjunction with the section entitled “Trinity Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Trinity’s condensed financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. Trinity derived the summary historical financial data and other financial data for the year ended December 31, 2018 and the summary balance sheet data as of December 31, 2018 from Trinity’s audited condensed financial statements as of and for the year ended December 31, 2018 included elsewhere in this joint proxy statement/prospectus. Trinity derived the summary statements of operations data and other financial data for the three and six month periods ended June 30, 2019 and 2018, and the summary balance sheet data as of June 30, 2019, from Trinity’s unaudited interim condensed financial statements included elsewhere in this joint proxy statement/prospectus. Trinity’s unaudited interim condensed financial statements have been prepared on the same basis as Trinity’s audited condensed financial statements as of and for the year ended December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in Trinity’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. Trinity’s historical results may not be indicative of the results that may be achieved in the future.

Condensed Statements of Operations

 
Six Months
Ended
June 30,
For the
Period
from January 24,
2018
(inception)
through
June 30,
For the
Period
from January 24,
2018
(inception)
through
December 31,
 
2019
2018
2018
 
(unaudited)
(unaudited)
(audited)
Formation and operating costs
$
1,920,634
 
$
183,006
 
 
552,724
 
Loss from operations
 
(1,920,634
)
 
(183,006
)
 
(552,724
)
 
 
 
 
 
 
 
 
 
 
Other income:
 
 
 
 
 
 
 
 
 
Interest income on marketable securities held in Trust Account
 
4,261,462
 
 
775,735
 
 
4,533,775
 
 
 
 
 
 
 
 
 
 
 
Income before provision for income taxes
 
2,340,828
 
 
592,729
 
 
3,981,051
 
Provision for income taxes
 
(940,957
)
 
(152,404
)
 
(836,021
)
Net income (loss)
$
1,399,871
 
$
440,325
 
$
3,145,030
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding of Class A common stock
 
34,500,000
 
 
34,500,000
 
 
34,500,000
 
Basic and diluted net income per share, Class A
$
0.09
 
$
0.02
 
$
0.13
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding of Class B common stock
 
8,625,000
 
 
8,625,000
 
 
8,625,000
 
Basic and diluted net loss per share, Class B
$
(0.21
)
$
(0.02
)
$
(0.15
)

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Condensed Balance Sheets

 
June 30,
2019
December 31,
2018
 
(unaudited)
(audited)
Assets
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
Cash
$
314,416
 
$
650,629
 
Prepaid expenses
 
94,923
 
 
47,730
 
Cash and marketable securities held in Trust Account
 
358,742,076
 
 
 
Total Current Assets
$
359,151,415
 
$
698,359
 
 
 
 
 
 
 
 
Cash and marketable securities held in Trust Account
 
 
 
355,633,275
 
Total Assets
$
359,151,415
 
$
356,331,634
 
 
 
 
 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
Accounts payable and accrued expenses
$
1,579,767
 
$
130,814
 
Income taxes payable
 
6,978
 
 
36,021
 
Total Current Liabilities
$
1,586,745
 
$
166,835
 
 
 
 
 
 
 
 
Deferred underwriting fee payable
 
15,525,000
 
 
15,525,000
 
Total Liabilities
$
17,111,745
 
$
15,691,835
 
 
 
 
 
 
 
 
Commitments
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock subject to possible redemption, 32,417,852 and 32,572,779 shares at redemption value at June 30, 2019 and December 31, 2018, respectively
 
337,039,669
 
 
335,639,798
 
 
 
 
 
 
 
 
Stockholders’ Equity:
 
 
 
 
 
 
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
 
 
 
 
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 2,082,148 and 1,927,221 issued and outstanding (excluding 32,417,852 and 32,572,779 shares subject to possible redemption) at June 30, 2019 and December 31, 2018, respectively
 
208
 
 
193
 
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2019 and December 31, 2018
 
863
 
 
863
 
Additional paid-in capital
 
454,029
 
 
1,853,915
 
Retained earnings
 
4,544,901
 
 
3,145,030
 
Total Stockholders’ Equity
 
5,000,001
 
 
5,000,001
 
Total Liabilities and Stockholders’ Equity
$
359,151,415
 
$
356,331,634
 

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SUMMARY HISTORICAL FINANCIAL DATA OF THE COMPANY GROUP

PBRELF I

The following tables set forth summary financial information and operating data for PBRELF I. You should read the following summary financial information and operating data in conjunction with the section entitled “Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—PBRELF I,” and PBRELF I’s consolidated financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the year ended December 31, 2018, and the summary balance sheet data as of December 31, 2018, from PBRELF I’s audited consolidated financial statements as of and for the year ended December 31, 2018 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the years ended December 31, 2017 and 2016, and the summary balance sheet data as of December 31, 2017, from PBRELF I’s audited consolidated financial statements as of December 31, 2017 and for the years ending December 31, 2017 and 2016 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the summary balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the Company Group’s audited consolidated financial statements as of and for the year ended December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. PBRELF I’s historical results may not be indicative of the results that may be achieved in the future.

PBRELF I Statement of Operations

 
Six months ended
June 30,
Years ended
December 31,
 
2019
2018
2018
2017
2016
Investment income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
20,969,210
 
$
13,953,116
 
$
31,794,623
 
$
20,731,092
 
$
17,846,562
 
Fee income
 
1,796,309
 
 
1,368,064
 
 
3,623,261
 
 
2,380,506
 
 
1,816,486
 
Other
 
 
 
 
 
 
 
 
 
2,844
 
Total investment income
$
22,765,519
 
$
15,321,180
 
$
35,417,884
 
$
23,111,598
 
$
19,665,892
 
Expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
 
239,904
 
 
339,672
 
 
1,615,506
 
 
 
 
 
Real estate properties, net of gains
 
686,345
 
 
 
 
(397,855
)
 
 
 
 
Professional fees
 
253,469
 
 
68,381
 
 
272,829
 
 
140,175
 
 
93,178
 
Excise taxes
 
126,278
 
 
37,430
 
 
115,267
 
 
42,792
 
 
102,473
 
Other
 
11,094
 
 
10,307
 
 
18,527
 
 
15,424
 
 
19,191
 
Total expenses
$
1,317,090
 
$
455,790
 
$
1,624,274
 
$
198,391
 
$
214,842
 
Net investment income/net income
$
21,448,429
 
$
14,865,390
 
$
33,793,610
 
$
22,913,207
 
$
19,451,050
 
Losses on investment in real estate properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized
 
 
 
 
 
 
 
 
 
 
(137,256
)
 
 
Unrealized
 
 
 
 
 
 
 
 
 
 
(330,190
)
 
(137,540
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase in members’ equity from operations
 
 
 
 
 
 
 
 
 
$
22,445,761
 
$
19,313,510
 
Comparative net income
$
21,448,429
 
$
14,865,390
 
$
33,793,610
 
$
22,445,761
 
$
19,313,510
 

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PBRELF I Balance Sheet Data

 
As of June 30,
2019
As of December 31,
 
2018
2017
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
118,046,867
 
$
43,973,095
 
$
33,321,574
 
Mortgage notes receivable, net
 
294,701,950
 
 
303,992,370
 
 
194,769,364
 
Interest and fees receivable
 
1,828,147
 
 
791,576
 
 
251,157
 
Investment in real estate property, net
 
5,643,577
 
 
10,381,543
 
 
8,502,724
 
Other receivables
 
3,500,474
 
 
1,588,810
 
 
 
 
Total assets
$
423,721,015
 
$
360,727,394
 
$
236,844,819
 
Liabilities and members’ equity
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
1,344,060
 
$
1,229,860
 
$
256,292
 
Dividends payable
 
3,332,057
 
 
3,229,864
 
 
2,326,598
 
Contributions received in advance
 
19,249,250
 
 
8,449,738
 
 
2,772,559
 
Total liabilities
$
23,925,367
 
$
12,909,462
 
$
5,355,449
 
Preferred units - preferred units (voting)
 
401,190,853
 
 
348,727,085
 
 
231,489,370
 
Common units, $0 par value, 1 unit authorized:
 
 
 
 
 
 
Accumulated deficit
 
(1,395,205
)
 
(909,153
)
 
 
Members’ equity
$
399,795,648
 
$
347,817,932
 
$
231,489,370
 
Total liabilities and members’ equity
$
423,721,015
 
$
360,727,394
 
$
236,844,819
 

Due to PBRELF I’s REIT election on October 1, 2018, the financial statements as of and for the year ended December 31, 2018 reflect Net Income in accordance with accounting principles generally accepted under U.S. GAAP. For the years ended December 31, 2017 and 2016, PBRELF I met the guidelines ASC 946, which caused it to report Net increase to members’ equity from operations, which is compared to 2018 net income. Comparative Net Income is a term used to compare Net income to prior periods net increase to members equity from operations.

BRELF II

The following tables set forth summary financial information and operating data for BRELF II. You should read the following summary financial information and operating data in conjunction with the section entitled “Company Group Management’s Discussion and Analysis of Financial Condition and Results of Operations—BRELF II,” and BRELF II’s consolidated financial statements and related notes, all included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the year ended December 31, 2018, and the summary balance sheet data as of December 31, 2018, from BRELF II’s audited consolidated financial statements as of and for the year ended December 31, 2018 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the years ended December 31, 2017 and 2016, and the summary balance sheet data as of December 31, 2017, from BRELF II’s audited consolidated financial statements as of December 31, 2017 and for the years ending December 31, 2017 and 2016 included elsewhere in this joint proxy statement/prospectus. The Company Group derived the summary statements of operations data and other financial data for the six months ended June 30, 2019 and 2018, and the summary balance sheet data as of June 30, 2019, from the Company Group’s unaudited interim consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the Company Group’s audited consolidated financial statements as of and for the year ended December 31, 2018, included elsewhere in this joint proxy statement/prospectus and, in the Company Group’s opinion, reflect certain adjustments, which include normal recurring adjustments, necessary to present fairly the financial information in those statements. BRELF II’s historical results may not be indicative of the results that may be achieved in the future.

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BRELF II Statement of Operations

 
Six months ended
June 30,
Years ended
December 31,
 
2019
2018
2018
2017
2016
Investment income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
22,168,441
 
$
9,799,570
 
$
26,084,146
 
$
11,040,722
 
$
5,027,198
 
Fee income
 
2,521,120
 
 
1,563,258
 
 
3,687,767
 
 
1,658,703
 
 
627,274
 
Other
 
 
 
 
 
 
 
236
 
 
301
 
Total investment income
$
24,689,561
 
$
11,362,828
 
$
29,771,913
 
$
12,699,661
 
$
5,654,773
 
Expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
 
(167,146
)
 
278,292
 
 
167,142
 
 
 
 
 
Real estate properties, net of gains
 
(167,587
)
 
166,142
 
 
234,873
 
 
 
 
 
Professional fees
 
156,109
 
 
51,350