−Removed: Our business is subject to a number of risks and uncertainties, a number of which are described in "Summary of Principal Risk Factors" included in our Current Report on Form 8-K filed on March 24, 2021 and in "Risk Factors" in the joint proxy statement/prospectus that is included in the registration statement on Form S-4, as subsequently amended and declared effective on July 26, 2021.
−Removed: The risks described in the "Summary of Principal Risk Factors" included in our Current Report on Form 8-K filed on March 24, 2021 and in "Risk Factors" in the definitive joint proxy statement/prospectus may not be the only risks we face but are risks we believe may be material at this time.
−Removed: Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results.
−Removed: If any of the events or circumstances described therein occurs, our business, financial condition, results of operations or ability to make distributions to our shareholders could be adversely affected and the value of an investment in our securities could decline.
−Removed: Investors and prospective investors should consider the risks described in "Summary of Principal Risk Factors" included in our Current Report on Form 8-K filed on March 24, 2021 and in "Risk Factors" in the definitive joint proxy statement/prospectus and the information contained under the caption “Warning Concerning Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.
+Added: There have been no material changes to the risk factors previously disclosed in our 2021 Annual Report.
Number Description
−Removed: 3.1 Amended and Restated Declaration of Trust of Seven Hills Realty Trust, dated September 30, 2021.
−Removed: (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
−Removed: 3.2 Amended and Restated Declaration of Trust of Seven Hills Realty Trust, dated September 30, 2021.
−Removed: (marked copy) (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
−Removed: 3.3 Amended and Restated Bylaws of Seven Hills Realty Trust, adopted September 30, 2021.
−Removed: (Incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
−Removed: 3.4 Amended and Restated Bylaws of Seven Hills Realty Trust, adopted September 30, 2021.
−Removed: (marked copy) (Incorporated by reference to Exhibit 3.4 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
−Removed: 10.1 Letter Agreement, dated as of August 26, 2021, by and between RMR Mortgage Trust and Tremont Mortgage Trust.
−Removed: (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by RMR Mortgage Trust on August 27, 2021.)
−Removed: 10.2 Master Repurchase Agreement, dated as of February 9, 2018, between TRMT CB Lender LLC and Citibank N.A.
−Removed: (Incorporated by reference to Tremont Mortgage Trust’s Current Report on Form 8-K filed on February 12, 2018.)
−Removed: 10.3 First Amendment to Master Repurchase Agreement, dated as of November 6, 2018, among TRMT CB Lender LLC, Citibank, N.A.
−Removed: and, for certain specified purposes, Tremont Mortgage Trust.
−Removed: (Incorporated by reference to Tremont Mortgage Trust’s Current Report on Form 8-K filed on November 7, 2018.)
−Removed: 10.4 Second Amendment to Master Repurchase Agreement, dated October 30, 2020, among Citibank, N.A., TRMT CB Lender LLC and, for certain specified purposes, Tremont Mortgage Trust.
−Removed: (Incorporated by reference to Tremont Mortgage Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)
−Removed: 10.5 Third Amendment to Master Repurchase Agreement and Fifth Amendment to Fee Agreement, dated as of September 30, 2021, between TRMT CB Lender LLC and Citibank, N.A.
−Removed: (Incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
−Removed: 10.6 Guaranty, dated as of September 30, 2021, by Seven Hills Realty Trust in favor of Citibank, N.A.
−Removed: (Incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
−Removed: 10.7 Summary of Trustee Compensation.
−Removed: (Incorporated by reference to Exhibit 10.7 of the Current Report on Form 8-K filed by the Trust on October 4, 2021.)
+Added: 3.1 Declaration of Trust of the Company, dated December 21, 2021.
+Added: (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by the Company on December 22, 2021.)
+Added: 3.2 Bylaws of the Company, dated December 22, 2021.
+Added: (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by the Company on December 22, 2021.)
+Added: 4.1 Form of Common Share Certificate.
+Added: (Incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.)
+Added: 10.1 Master Repurchase and Securities Contract, dated March 11, 2022, by and between Seven Hills WF Lender LLC and Wells Fargo Bank, National Association.
+Added: (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on March 16, 2022.)
+Added: 10.2 Guarantee Agreement, dated March 11, 2022, by the Company, in favor of Wells Fargo Bank, National Association.
+Added: (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Company on March 16, 2022.)
+Added: 10.3 Amended and Restated Master Repurchase Agreement, dated March 15, 2022, by and between TRMT CB Lender LLC and Citibank, N.A.
+Added: (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by the Company on March 16, 2022.)
+Added: 10.4 First Amendment to Facility Loan Program Agreement and Security Agreement, dated April 25, 2022, by and between Seven Hills BH Lender, LLC and BMO Harris Bank N.A.
+Added: (Filed herewith.)
+Added: 10.5 First Amendment to Guaranty, dated April 25, 2022, by the Company, to and for the benefit of BMO Harris Bank N.A.
+Added: † (Filed herewith.)
31.1 Rule 13a-14(a) Certification.
21 unchanged sentences
(Formatted as Inline XBRL and contained in Exhibit 101.)
+Added: † This document was previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on November 12, 2021, and has been amended to correct a scrivener’s error.
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, thereunto duly authorized.
1 unchanged sentence
/s/ Thomas J.
−Removed: November 2, 2021
+Added: April 27, 2022
Douglas Lanois
2 unchanged sentences
(principal financial and accounting officer)
−Removed: November 2, 2021
+Added: April 27, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.