false 0001332551 0001332551 2021-08-18 2021-08-18 0001332551 us-gaap:CommonStockMember 2021-08-18 2021-08-18 0001332551 us-gaap:SeriesCPreferredStockMember 2021-08-18 2021-08-18 0001332551 us-gaap:SeriesDPreferredStockMember 2021-08-18 2021-08-18

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 18, 2021

 

ACRES Commercial Realty Corp.

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-32733

 

20-2287134

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation)

 

 

 

 

 

 

 

 

 

865 Merrick Avenue, Suite 200 S

 

 

 

 

Westbury, NY

 

 

 

11590

(Address of principal executive offices)

 

 

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code: 516-535-0015

 

 

 

 

 

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

ACR

 

New York Stock Exchange

8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock

 

ACRPrC

 

New York Stock Exchange

7.875% Series D Cumulative Redeemable Preferred Stock

 

ACRPrD

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


 

Item 1.01

Entry Into a Material Definitive Agreement.

On August 18, 2021, ACRES Commercial Realty Corp. (the “Company”) entered into an agreement (the “Agreement”) with OCM XAN Holdings PT, LLC (“Oaktree”) and the Massachusetts Mutual Life Insurance Company (“MassMutual”) that provided for the previously announced redemption in full of the Company’s outstanding 12.00% senior unsecured notes due 2027 (the “Notes”), including a waiver of certain sections of the Note and Warrant Purchase Agreement dated July 31, 2020.  On August 20, 2021, the Company consummated the redemption and paid Oaktree and MassMutual an aggregate of approximately $55.3 million, which consisted of (i) principal in the amount of $50.0 million, (ii) interest in the amount of approximately $329,000 and (iii) a make-whole amount of approximately $5.0 million, which represents the contractual make-whole amount reduced by $3.2 million.  The anticipated charge to earnings for the redemption of the Notes is $8.0 million, or approximately $0.82 per share, comprising an extinguishment of debt charge of $7.8 million in connection with (i) the $5.0 million net make-whole amount and (ii) the $2.8 million acceleration of the remaining market discount; and interest expense of $218,000 in connection with the acceleration of deferred debt issuance costs.

The Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The above description of the material terms of the Agreement is not complete and is qualified in its entirety by reference to the Agreement.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

 

Description

10.1

 

Agreement between the Company, OCM XAN Holdings PT, LLC and the Massachusetts Mutual Life Insurance Company, dated August 18, 2021.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

Cautionary Statement regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “trend,” “will,” “continue,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “look forward” or other similar words or terms. These “forward-looking” statements include, but are not limited to, statements regarding the estimated impact of the redemption of the Notes. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Factors that can affect future results are discussed in the documents filed by the Company from time to time with the SEC. The Company undertakes no obligation to update or revise any forward-looking statement to reflect new or changing information or events after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ACRES COMMERCIAL REALTY CORP.

 

 

 

 

 

Date:

August 20, 2021

 

 

 

 

 

 

By:

/s/ David J. Bryant

 

 

 

 

David J. Bryant

 

 

 

 

Chief Financial Officer

 

 

ACRES Commercial Realty (NYSE:ACR-D)
Historical Stock Chart
From Jun 2022 to Jul 2022 Click Here for more ACRES Commercial Realty Charts.
ACRES Commercial Realty (NYSE:ACR-D)
Historical Stock Chart
From Jul 2021 to Jul 2022 Click Here for more ACRES Commercial Realty Charts.