TALON REAL ESTATE HOLDING CORP. (OTCMKTS:TALR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

Entry into a Material Definitive Agreement.

On June 21, 2017, Talon Bren Road, LLC, (the “Company”), a limited liability company that is wholly owned by Talon OP, L.P., (the “Parent”), a limited partnership and the entity through which Talon Real Estate Holding Corp. conducts substantially all of its business, entered into a Promissory Note Secured By Mortgage and Collateral Security Agreement (the “Note”) with MCREIF SubREIT LLC (the “Lender”), in the principal amount of $15.1 million.  The Note bears interest at a rate equal to 9.5% per annum and has an initial maturity date of June 1, 2018. The Note is subject to a balloon payment upon maturity in the amount of $15.2 million, which is comprised of the unpaid principle balance of $15.1 million and the unpaid interest only payment of $0.1 million. to the Note, approximately $20,500 has been deposited as a good faith payment to the Lender. The transaction closed and funds were transferred on June 23, 2017.

The Note relates to (1) the Mortgage, Assignment of Leases and Rents, Fixture Filing, and Security Agreement, dated June 21, 2017 by the Company (the “Mortgage”), and (2) the Collateral Security Agreement dated June 21, 2017 by the Company (together with the Mortgage, the “Security Instruments”). The Note is secured by (i) a mortgage on the Company’s interest in its building located at 10301 Bren Road West, Minnetonka, Minnesota 55343 (the “Property”), (ii) any land or mineral and water rights attached to the Property, (iii) an assignment of lease and rents, (vi) all of the Company’s assets, (v) an environmental indemnity from the Company and Talon Real Estate Holding Corp. and Matthew G. Kaminski together as guarantors, and (vi) other collateral specified in the Note documents. The Note documents contain events of default that are customary for loans of this type. The Note is guaranteed by Talon Real Estate Holding Corp. and Matthew G. Kaminski, the Registrant’s Chief Executive Officer and a director of the Registrant.

The foregoing description does not purport to be complete and is qualified in its entirety by the Note and the Security Instruments, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated herein by reference.

Item 1.02.

Termination of a Material Definitive Agreement.

The proceeds from the Note were used to refinance the loan dated May 29, 2014, by and between Bren Road, LLC and Bell State Bank & Trust (the “Bell Loan”) with an aggregate principal amount of $11.5 million and an average interest rate of 4.65%. The Bell Loan was due to mature on May 28, 2019. All outstanding proceeds were paid in full on June 23, 2017 and any liens on the secured assets were released.

The foregoing description does not purport to be complete and is qualified in its entirety by the Bell Loan documents, which are filed as Exhibits 10.3 and 10.4 to the Company’s Form 8-K filed June 3, 2014 (SEC File No. 000-53917) and are incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information set forth under Item 1.01 of this report is incorporated herein by reference.

Item 9.01.

Exhibits.

(d)

Exhibits.

10.1

Promissory Note Secured by Mortgage and Collateral Security Agreement dated June 21, 2017, by Talon Bren Road, LLC.

10.2

Mortgage, Assignment of Leases and Rents, Fixture Filing, and Security Agreement, dated June 21, 2017 by Talon Bren Road, LLC.

10.3

Collateral Security Agreement dated June 21, 2017, by and between Talon Bren Road, LLC and MCREIF SubREIT LLC.

10.4

Promissory Note between Talon Bren Road, LLC and Bell State Bank & Trust, dated May 29, 2014 (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K (No. 000-53917)).

10.5

LoanAgreement between Bren Road, LLC and Bell State Bank & Trust, dated May 29, 2014, as amended (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K (No. 000-53917)).

TALON REAL ESTATE HOLDING CORP. Exhibit
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About TALON REAL ESTATE HOLDING CORP. (OTCMKTS:TALR)

Talon Real Estate Holding Corp. is a real estate investment company focused on investing in office, industrial and retail properties located in the Midwest and South Central regions of the United States. The Company focuses on properties located in the area bounded by Minnesota to the north and Texas to the south, and by Illinois to the east and Colorado to the west. All of its assets are held by, and its operations are conducted through Talon OP, L.P., which it refers to as its Operating Partnership. The Company is the sole general partner of the Operating Partnership, and it has the power to manage and conduct the business and affairs of the Operating Partnership. The Operating Partnership holds its portfolio of commercial properties. It focuses on providing investors the opportunity to have liquidity with real estate exposure in a diversified portfolio with asset allocation. It owns over four properties located in and around the Minneapolis-St. Paul metropolitan area of Minnesota.