SUTHERLAND ASSET MANAGEMENT CORPORATION (NYSE:SLD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
On February14, 2017, ReadyCap Commercial, LLC (ReadyCap), an
indirectly wholly owned subsidiary of Sutherland Asset Management
Corporation (the Company), Sutherland Asset I, LLC (SAI), a
wholly owned subsidiary of the Company, Sutherland Warehouse
Trust II (Sutherland Trust II, and together with ReadyCap and SAI
the Sellers and each a Seller), U.S. Bank National Association,
as depositor and paying agent, and Deutsche Bank AG, Cayman
Island Branch, as buyer (the Buyer), entered into a third
amendment and restatement of that certain second amended and
restated master repurchase agreement, dated as of June9, 2016 (as
amended and restated, the Repurchase Agreement).
to the Repurchase Agreement, the Sellers may sell, and later
repurchase loans in an aggregate principal amount of up to $275
million. As of February14, 2017, Sellers had $85.1 million
outstanding under the Repurchase Agreement. The Repurchase
Agreement is used to finance small balance commercial loans (SBC
loans). For each loan sold under the Repurchase Agreement, the
Sellers are required to repay the principal amount paid to them
plus accrued interest. The interest rates applicable to the loans
are based on the London Interbank Offered Rate plus a spread,
which varies depending on the type and age of the loans.
The Repurchase Agreement is committed for a period of one year,
and the Sellers obligations thereunder are fully guaranteed by
Sutherland Partners, L.P. (the Guarantor), a subsidiary of the
Company. The Sellers have an option to extend the Repurchase
Agreement for an additional year, subject to certain conditions.
The eligible assets for the Repurchase Agreement are loans
secured by a first mortgage lien on properties subject to certain
eligibility criteria, such as property type, geographical
location, loan size, loan-to-value ratios, debt yield and debt
service coverage ratios. The principal amount paid by the bank
for each mortgage loan is based on a percentage of the lesser of
the mortgaged property value or the principal balance of such
mortgage loan. The Repurchase Agreement also includes financial
maintenance covenants applicable to the Guarantor, which include
(i)an adjusted tangible net worth that does not decline by more
than 25% in a quarter, 35% in a year or 50% from the highest
adjusted tangible net worth, (ii)a minimum liquidity amount of
the greater of (a)$5 million and (b)3% of the sum of any
outstanding recourse indebtedness plus the aggregate repurchase
price of the mortgage loans on the RepurchaseAgreement, (iii)a
debt-to-assets ratio no greater than 80% and (iv)a tangible net
worth at least equal to the sum of (a)the product of 1/9th and
the amount of all non-recourse indebtedness (excluding the
aggregate repurchase price) and other securitization indebtedness
and (b)the product of 1/3rd and the sum of the aggregate
repurchase price and all recourse indebtedness.
The Repurchase Agreement contains margin call provisions that
provide the Buyer with certain rights in the event of a decline
in the market value of the loans purchased thereunder. Under
these provisions, the Buyer may require the Sellers to transfer
collateral sufficient to eliminate any margin deficit resulting
from such a decline.
In addition, the Repurchase Agreement contains events of default
(subject to certain materiality thresholds and grace periods),
including payment defaults, breaches of covenants and/or certain
representations and warranties, guarantor defaults, servicer
termination events, bankruptcy or insolvency proceedings and
other events of default customary for this type of transaction.
The remedies for such events of default are also customary for
this type of transaction and include the acceleration of the
principal amount outstanding and the liquidation by the Buyer of
the loans then subject to the Repurchase Agreement.
The foregoing description of the Repurchase Agreement and the
related guaranty by the Guarantor do not purport to be complete
and are qualified in their entirety by reference to the full text
of the Repurchase Agreement and related guaranty, which have been
filed with this Current Report on Form8-K as Exhibits 10.1 and
10.2, respectively.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth under this Item 1.01 of this report is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
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Exhibit |
|
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Number |
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Description |
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10.1 |
Third Amended and Restated Master Repurchase Agreement, |
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10.2 |
Second Amended and Restated Guaranty, dated as of |
About SUTHERLAND ASSET MANAGEMENT CORPORATION (NYSE:SLD)
Sutherland Asset Management Corporation, formerly ZAIS Financial Corp., is a diversified mortgage real estate investment trust (REIT). The Company originates, acquires, finances, services and manages small balance commercial loans (SBC) and Small Business Administration (SBA) loans. The Company focuses on maintaining its existing residential mortgage origination platform, GMFS. The Company originates SBC and SBA loans through its ReadyCap subsidiaries. The Company also invests in asset-backed securities, where the underlying pool of assets consists primarily of SBC loans, and other real estate-related investments. The Company is managed and advised by Waterfall Asset Management, LLC. SUTHERLAND ASSET MANAGEMENT CORPORATION (NYSE:SLD) Recent Trading Information
SUTHERLAND ASSET MANAGEMENT CORPORATION (NYSE:SLD) closed its last trading session down -0.05 at 13.60 with 36,972 shares trading hands.