Other Information
−Removed: On November 6, 2024, the Company entered into the Revolving Credit Facility.
−Removed: The Revolving Credit Facility contains initial aggregate commitments of $50.0 million from one or more FDIC-insured banking institutions, which may be borrowed, repaid and redrawn (subject to a borrowing base based on eligible loan obligations held by the Company and subject to the satisfaction of other conditions provided under the Revolving Credit Facility).
−Removed: Interest is payable on the Revolving Credit Facility in cash in arrears at the rate per annum of SOFR plus 2.75%, with a SOFR floor of 2.63%;
−Removed: provided, however, that the interest rate will increase by an additional 0.25% during any Increase Rate Month (as defined in the Revolving Credit Agreement).
−Removed: The Company is required to pay certain fees to the agent and the lenders under the Revolving Credit Agreement, including a $75,000 agent fee payable to the agent and an 0.25% per annum loan fee payable ratably to the lenders, in each case, payable on the closing date and on the annual anniversary thereafter.
−Removed: Commencing on the six-month anniversary of the closing date, the Revolving Credit Facility has an unused line fee of 0.25% per annum, payable semi-annually in arrears.
−Removed: Based on the terms of the Revolving Credit Agreement, the unused line fee is waived if our average cash balance exceeds the minimum balance required per the Revolving Credit Agreement.
−Removed: The amount of total commitments under the Revolving Credit Facility may be increased to up to $200.0 million in aggregate, subject to available borrowing base and lenders’ willingness to provide additional commitments.
−Removed: The Revolving Credit Facility is guaranteed by certain material subsidiaries of the Company and is secured by substantially all assets of the Company and certain of its material subsidiaries;
−Removed: provided that upon the meeting of certain conditions, the facility will be secured only by certain assets of the Company comprising of or relating to loan obligations designed for inclusion in the borrowing base.
−Removed: In addition, the Company is subject to various financial and other covenants, including a liquidity and debt service coverage ratio covenant.
−Removed: Relationships
−Removed: Certain of the lenders and their affiliates may in the future engage in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates.
−Removed: Please refer to Note 14 to the Company’s unaudited financial statements for more information.
Description of Exhibits
−Removed: Separation and Distribution Agreement, dated as of July 8, 2024, by and between AFC Gamma, Inc.
−Removed: and Sunrise Realty Trust, Inc.
+Added: Separation and Distribution Agreement, dated as of July 8, 2024, by and between Advanced Flower Capital Inc.
+Added: (f/k/a AFC Gamma, Inc.) and Sunrise Realty Trust, Inc.
(filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on July 8, 2024 and incorporated herein by reference).
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2 to the Company’s Registration Statement on Form 10-12B on May 20, 2024 and incorporated herein by reference).
−Removed: Tax Matters Agreement, dated as of July 8, 2024, by and between AFC Gamma, Inc.
−Removed: and Sunrise Realty Trust, Inc.
+Added: Tax Matters Agreement, dated as of July 8, 2024, by and between Advanced Flower Capital Inc.
+Added: (f/k/a AFC Gamma, Inc.) and Sunrise Realty Trust, Inc.
(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on July 8, 2024 and incorporated herein by reference).
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3 to the Company’s Registration Statement on Form 10-12B on June 10, 2024 and incorporated herein by reference).
−Removed: Form of 2024 Stock Incentive Plan Restricted Stock Agreement.
+Added: Form of 2024 Stock Incentive Plan Restricted Stock Agreement (Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q on November 7, 2024 and incorporated herein by reference).
Unsecured Revolving Credit Agreement, dated September 26, 2024, by and between Sunrise Realty Trust, Inc., as borrower, and SRT Finance LLC, as agent and lender (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on September 26, 2024 and incorporated herein by reference).
−Removed: Loan and Security Agreement, dated as of November 6, 2024, among Sunrise Realty Trust, Inc., the lenders party thereto, and East West Bank, as Agent, Joint Lead Arranger, Joint Book Runner, Co-Syndication Agent and Co-Documentation Agent.
+Added: Loan and Security Agreement, dated as of November 6, 2024, among Sunrise Realty Trust, Inc., the lenders party thereto, and East West Bank, as Agent, Joint Lead Arranger, Joint Book Runner, Co-Syndication Agent and Co-Documentation Agent (Filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q on November 7, 2024 and incorporated herein by reference).
+Added: Amendment to Loan and Security Agreement, dated as of December 9, 2024, among Sunrise Realty Trust, Inc.
+Added: and Sunrise Realty Trust Holdings I LLC, as borrowers, the lenders party thereto, and East West Bank, as Agent, Joint Lead Arranger and Joint Book Runner (filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-11 on January 21, 2025 and incorporated herein by reference).
+Added: Unsecured Revolving Credit Agreement, dated December 9, 2024, by and among Sunrise Realty Trust, Inc.
+Added: as borrower, the lenders party thereto from time to time and SRT Finance LLC, as agent and lender (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on December 9, 2024 and incorporated herein by reference).
+Added: Amendment Number Two to Loan and Security Agreement, dated as of December 30, 2024, among Sunrise Realty Trust, Inc.
+Added: and Sunrise Realty Trust Holdings I LLC, as borrowers, East West Bank, as agent, joint lead arranger, co-syndication agent and co-documentation agent, and the financial institutions party thereto, as lenders (filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-11 on January 21, 2025 and incorporated herein by reference).
+Added: Amendment Number Three to Loan and Security Agreement, dated as of February 26, 2025, among Sunrise Realty Trust, Inc.
+Added: and Sunrise Realty Trust Holdings I LLC, as borrowers, East West Bank, as agent, joint lead arranger, co-syndication agent and co-documentation agent, and the financial institutions party thereto, as lenders (filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K on March 6, 2025 and incorporated herein by reference).
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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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.
−Removed: November 7, 2024
SUNRISE REALTY TRUST, INC.
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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.