UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On March 2, 2021, Broadmark Realty Capital Inc. (the “Company”) entered into a distribution agreement with J.P. Morgan Securities LLC, Barclays Capital Inc., B. Riley Securities, Inc., JMP Securities LLC and Raymond James & Associates, Inc. as sales agents (each, an “Agent” and, collectively, the “Agents”) to sell shares of the Company’s common stock, par value $0.001 per share (the “Shares”), having an aggregate gross sales price of up to $200,000,000, from time to time, through an “at-the-market” equity offering program (the “ATM Program”).
Sales of the Shares, if any, pursuant to the distribution agreement may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including, sales made by means of ordinary brokers’ transactions, including directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law, at prices related to the prevailing market prices or at negotiated prices. The Company will pay each Agent a commission that will not exceed, but may be lower than, 2.0% of the gross sales prices of the Shares sold pursuant to the distribution agreement by such Agent. The Company has no obligation to sell any of the Shares under the distribution agreement and may at any time suspend solicitation and offers under the distribution agreement.
The Company intends to use the net proceeds from sales of Shares under the ATM Program for general corporate purposes, including to fund the Company’s lending activities.
The Shares will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-251075). The Company filed a prospectus supplement, dated March 2, 2021 (the “ATM Prospectus Supplement”), with the Securities and Exchange Commission in connection with the offer and sale of the Shares.
The distribution agreement contains customary representations, warranties and agreements of the Company, indemnification rights and obligations of the parties and termination provisions. A copy of the distribution agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the material terms of the distribution agreement in this Item 8.01 is qualified in its entirety by reference to Exhibit 1.1, which is incorporated herein by reference.
Attached as Exhibit 5.1 to this Current Report on Form 8-K is a copy of the opinion of Venable LLP regarding the validity of the Shares offered pursuant to the ATM Prospectus Supplement. Attached as Exhibit 8.1 to this Current Report on Form 8-K is a copy of the opinion of Bryan Cave Leighton Paisner LLP regarding certain tax matters in connection with the ATM Prospectus Supplement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number |
Description | |
| 1.1 | Distribution Agreement, dated March 2, 2021, by and among the Company and the Agents. | |
| 5.1 | Opinion of Venable LLP. | |
| 8.1 | Opinion of Bryan Cave Leighton Paisner LLP. | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 8.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BROADMARK REALTY CAPITAL INC. | ||
| By: | /s/ Nevin Boparai | |
| Name: Nevin Boparai | ||
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Title: Executive Vice President and Chief Legal Officer | ||
Date: March 2, 2021