8-K 1 a19-10868_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 23, 2019

 

TREMONT MORTGAGE TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

001-38199

 

82-1719041

(Commission File Number)

 

(IRS Employer Identification No.)

 

Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts

 

02458-1634

(Address of Principal Executive Offices)

 

(Zip Code)

 

617-796-8317

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

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

 

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

 

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

 

o            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 Shares of Beneficial Interest

 

TRMT

 

The Nasdaq Stock Market LLC

 

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 x

 

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. o

 

 

 

 

In this Current Report on Form 8-K, the terms “we”, “us” and “our” refer to Tremont Mortgage Trust.

 

Item 1.02.  Termination of a Material Definitive Agreement.

 

On May 23, 2019, we terminated our credit agreement with our manager, Tremont Realty Advisors LLC, as lender, and in connection therewith, we repaid the entire $14.2 million outstanding thereunder. Our credit agreement with our manager had allowed us to borrow up to $50.0 million in unsecured loans from time to time until August 4, 2019 at a rate of 6.50% per annum.

 

Information Regarding Certain Relationships and Related Person Transactions

 

We have relationships and historical and continuing transactions with our manager, The RMR Group LLC, or RMR LLC, and others related to them. Our manager provides management services to us pursuant to our management agreement with our manager; our manager is a subsidiary of RMR LLC and certain of the services provided to us by our manager are provided by RMR LLC pursuant to a shared services agreement between our manager and RMR LLC; our manager is our largest shareholder and, at May 23, 2019, owned approximately 19.5% of our outstanding common shares; The RMR Group Inc., or RMR Inc. is the managing member of RMR LLC; Adam D. Portnoy, one of our Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., and he is also a director of our manager, a managing director and the president and chief executive officer of RMR Inc., and an executive officer and employee of RMR LLC; David M. Blackman, our other Managing Trustee and our President and Chief Executive Officer, is president, chief executive officer and a director of our manager and an executive officer and employee of RMR LLC; and each of our other officers is also an officer and/or employee of our manager or RMR LLC. In addition, other companies to which RMR LLC or its subsidiaries provide management services have trustees, directors and officers some of whom are also trustees, directors or officers of us, our manager, RMR LLC or RMR Inc.

 

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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.

 

 

 

TREMONT MORTGAGE TRUST

 

 

 

 

 

By:

/s/ G. Douglas Lanois

 

Name:

G. Douglas Lanois

 

Title:

Chief Financial Officer and Treasurer

 

 

Date: May 30, 2019

 

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