SUTHERLAND ASSET MANAGEMENT CORPORATION (NYSE:SLD) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02. Unregistered Sales of Equity Securities, and related Item 1.01 Entry into a Material Definitive Agreement and Item 8.01 Other Events
Sutherland Asset Management Corporation (the “Company”) is the sole general partner of, and conducts substantially all of its business through, its operating partnership subsidiary,Sutherland Partners, L.P. (the “Operating Partnership”). The units of limited partnership interest in the Operating Partnership (the “OP units”) not held by the Company are exchangeable, on a one for one basis, through a redemption feature in the Amended and Restated Agreement of Limited Partnership, as amended, of the Operating Partnership (the “Partnership Agreement”), for shares of common stock, $0.0001 par value per share, of the Company (“Common Stock”).
On June 30, 2017, the Companyreceived a redemption request (the “Redemption Request”) from Sutherland OP Holding I, Ltd. (“Holdings I”), a Cayman corporation externally managed by Waterfall Asset Management, LLC, the Company’s external manager, in respect of 1,171,494 OP units held by Holdings I.On the same date, the Company notified Holdings I of the Company’s decision to satisfy the Redemption Request by exchanging 1,171,494shares of Common Stock for such OP units.The shares of Common Stock issued in the exchange were issued in a transaction not involving a public offering in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder.
Following the exchange transaction, an aggregate of 1,150,827 OP units not held by the Company remain outstanding.Sutherland OP Holdings II, Ltd.,another Cayman corporation externally managed by the Company’s external manager, holds 838,636 of such OP units. The outstanding OP units remain exchangeable, on a one for one basis, through the redemption feature in Partnership Agreement, for an equivalent number of shares of Common Stock.