JERNIGAN CAPITAL, INC. (NYSE:JCAP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03.
On March 29, 2018, the Company, in its capacity as the sole and managing member of the Operating Company, entered into Amendment No. 3 (the “LLC Agreement Amendment”) to the Limited Liability Company Agreement of the Operating Company (as amended, the “LLC Agreement”), in order to provide for the issuance, and the designation of the terms and conditions, of 2,025,000 additional 7.00% Series B preferred units of limited liability company interest in the Operating Company (“Series B Preferred Units”), the economic terms of which are identical to those of the Company’s 7.00% Series B cumulative redeemable perpetual preferred stock, $0.01 par value per share (the “Series B Preferred Stock”), in connection with the Company’s issuance and sale from time to time of up to $45 million of Series B Preferred Stock to the Program. The Company intends to contribute the net proceeds from the Program, if any, to the Operating Company in exchange for Series B Preferred Units.
The foregoing summary of the LLC Agreement Amendment is not complete and is qualified in its entirety by reference to the full text of the LLC Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
| ExhibitNo. | Description |
| 1.1 | Distribution Agreement, dated March 29, 2018, by and among Jernigan Capital, Inc., Jernigan Capital Operating Company, LLC, JCAP Advisors, LLC, and B. Riley FBR, Inc. |
| 3.1 | Articles Supplementary designating additional shares of Series B Preferred Stock. |
| 5.1 | Opinion of Morrison& Foerster LLP regarding the legality of shares. |
| 8.1 | Opinion of Morrison& Foerster LLP regarding tax matters. |
| 10.1 | Amendment No. 3 to the Limited Liability Company Agreement of Jernigan Capital Operating Company, LLC. |
| 23.1 | Consent of Morrison& Foerster LLP (included in Exhibit5.1). |
| 23.2 | Consent of Morrison& Foerster LLP (included in Exhibit8.1). |
Jernigan Capital, Inc. ExhibitEX-1.1 2 tv489831_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Jernigan Capital,…To view the full exhibit click here
About JERNIGAN CAPITAL, INC. (NYSE:JCAP)
Jernigan Capital, Inc. is a commercial real estate finance company. The Company provides capital to private developers, owners and operators of self-storage facilities. It intends to generate long-term returns on development property investments through a fixed rate of interest on its invested capital together with an interest in the positive cash flows of the self-storage development from operations, sales and/or refinancings. It generates cash flows from construction loans and operating property loans in the form of a fixed interest rate and origination fees. It originates various loans, such as bridge loans and credit lines. It has development property investments in Orlando, Atlanta, Tampa, Chicago and Miami. Its operating property loans are located in New Orleans, Newark, Nashville, Sacramento and Chicago. The Company conducts its investment activities through Jernigan Capital Operating Company, LLC. The Company is externally managed and advised by JCap Advisors, LLC.
