JERNIGAN CAPITAL, INC. (NYSE:JCAP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On June 22, 2017, Jernigan Capital, Inc. (the Company), Jernigan
Capital Operating Company, LLC and JCAP Advisors, LLC entered
into an underwriting agreement (the Underwriting Agreement) with
Raymond James Associates, Inc., Jefferies LLC and KeyBanc Capital
Markets Inc. as representatives of the several underwriters named
in Schedule I thereto (the Underwriters). to the terms and
conditions of the Underwriting Agreement, the Company agreed to
sell 3,500,000 shares of its common stock, $0.01 par value per
share (common stock), at a public offering price of $22.00 per
share. to the terms of the Underwriting Agreement, the Company
granted the Underwriters a 30-day option to purchase up to an
additional 525,000 shares of common stock, which the Underwriters
exercised in full on June 23, 2017. The common stock was offered
and sold to a prospectus supplement, dated June 22, 2017, and a
base prospectus, dated June 24, 2016, relating to the Companys
effective shelf registration statement on Form S-3 (File No.
333-212049). A copy of the Underwriting Agreement is filed
herewith as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The summary of the Underwriting
Agreement set forth above is qualified in its entirety by
reference to Exhibit 1.1.
| Item 7.01. | Regulation FD Disclosure. |
On June 27, 2017, the Company issued a press release announcing
the closing of the offering and the full exercise of the
Underwriters option to purchase an additional 525,000 shares of
common stock, as described in Item 1.01 of this Current Report on
Form 8-K. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 to Form 8-K, the
information contained in this Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1 attached hereto, is being
furnished and not filed with the Securities and Exchange
Commission for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities
under such section. Furthermore, such information shall not be
deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, unless specifically
identified as being incorporated therein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 1.1 |
Underwriting Agreement, dated June 22, 2017, by and among Jernigan Capital, Inc., Jernigan Capital Operating Company, LLC and JCAP Advisors, LLC, and Raymond James Associates, Inc., Jefferies LLC and KeyBanc Capital Markets Inc., as representatives of the several underwriters named in Schedule I thereto. |
|
| 5.1 |
Opinion of Morrison Foerster LLP regarding the legality of shares. |
|
| 8.1 |
Tax Opinion of Morrison Foerster LLP with respect to REIT qualification. |
|
| 23.1 | Consent of Morrison Foerster LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Morrison Foerster LLP (included in Exhibit 8.1). | |
| 99.1 | Press Release dated June 27, 2017. |
Jernigan Capital, Inc. ExhibitEX-1.1 2 v469600_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 3,…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.