TALON REAL ESTATE HOLDING CORP. (OTCMKTS:TALR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement.
On January 27, 2017, Talon First Trust, LLC, (the “Company”), a Delaware limited liability company that is wholly owned by Talon OP, L.P., (the “Parent”), a Minnesota limited partnership and the entity through which Talon Real Estate Holding Corp. conducts substantially all of its business, entered into a Loan Agreement (the “Gamma Loan”) with Gamma Real Estate Capital LLC (the “Lender”), a Delaware limited liability company, in the principal amount of $51.6 million. The loan bears an interest rate equal to the sum of (i) the greater of (x) the LIBOR Index Rate, and (y) the LIBOR Floor, plus (ii) a margin of 9.00% per annum, and has an initial maturity date of January 26, 2018 with two 6-month options for the Company to extend upon satisfaction of certain conditions. to the Gamma Loan, approximately $5.3 million has been deposited into an interest reserve account to be applied toward monthly interest payments to the Lender.
The Gamma Loan relates to (1) the Amended and Restated Promissory Note, dated January 27, 2017, (the “Note”) evidencing the loan from the Lender to the Company in an aggregate principal amount of $51.6 million and (2) the Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated January 27, 2017 by the Company (the “Security Instrument”). The Gamma Loan is secured by (i) a mortgage on the Company’s interest in its building located at 180 East 5th Street, St. Paul, Minnesota, 55101, (ii) an assignment of lease and rents, (iii) 50% of the membership and ownership interests in the Parent, and (iv) other collateral specified in the Gamma Loan documents. The Gamma Loan documents contain events of default that are customary for loans of this type.
The foregoing description does not purport to be complete and is qualified in its entirety by the Gamma Loan, the Note and the Security Instrument, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto 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 3.02.
Unregistered Sales of Equity Securities.
The Gamma Loan is guaranteed by First Tracks, LLC. As partial consideration for the guarantee, Talon Real Estate Holding Company issued First Tracks LLC 2,500,000 shares of its common stock on January 27, 2017. These shares were issued in a transaction exempt from registration to Section 4(a)(2) of the Securities Exchange Act of 1933.
Item 9.01.
Exhibits.
(d)
Exhibits.
10.1
Loan Agreement by and between Talon First Trust, LLC and Gamma Real Estate Capital LLC, dated January 27, 2017.
10.2
Amended and Restated Promissory Note between Talon First Trust, LLC and Gamma Real Estate Capital LLC, dated January 27, 2017.
10.3
Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Talon First Trust, LLC dated January 27, 2017.
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. TALON REAL ESTATE HOLDING CORP. (OTCMKTS:TALR) Recent Trading Information
TALON REAL ESTATE HOLDING CORP. (OTCMKTS:TALR) closed its last trading session 00.000 at 0.350 with shares trading hands.