UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM
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CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 12, 2021, Broadmark Realty Capital Inc. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain institutional investors relating to the private placement of $100.0 million aggregate principal amount of its 5.00% Senior Notes due 2026 (the “Notes”).
The Notes are senior unsecured obligations of the Company, bear interest at a rate equal to 5.00% per year, payable semi-annually in arrears. The Notes may be prepaid prior to their maturity date, subject to the payment of applicable premiums as required by the Note Purchase Agreement.
The Note Purchase Agreement contains financial covenants that require compliance with leverage and coverage ratios and maintenance of minimum tangible net worth, as well as other affirmative and negative covenants that may limit, among other things, the Company’s ability to incur liens and enter into mergers or transfer all or substantially all of its assets. The Note Purchase Agreement also includes customary representations and warranties and customary events of default.
The foregoing description of the Note Purchase Agreement is a summary and is qualified in its entirety by reference to the full text of the form of Note Purchase Agreement, including the form of Note attached thereto, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Form of Note Purchase Agreement, including the form of Note attached thereto | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101) |
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 | ||
| Title: | Executive Vice President and Chief Legal Officer | ||
Date: November 17, 2021