Current Report Filing (8-k)
03 Mars 2023 - 11:27PM
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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):
February 28, 2023
SACHEM CAPITAL
CORP.
(Exact name of Registrant as specified in its charter)
New
York |
|
001-37997 |
|
81-3467779 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
698
Main Street,
Branford,
Connecticut |
|
06405 |
(Address
of Principal Executive Office) |
|
(Zip
Code) |
Registrant's
telephone number, including area code (203)
433-4736
(Former
Name or Former Address, if Changed Since Last Report) |
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:
|
¨ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
¨ |
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 |
Ticker
symbol(s) |
Name
of each exchange on which registered |
Common
Shares, par value $.001 per share |
SACH |
NYSE American LLC |
7.125%
Notes due 2024 |
SCCB |
NYSE American LLC |
6.875%
Notes due 2024 |
SACC |
NYSE American LLC |
7.75% notes due 2025 |
SCCC |
NYSE American LLC |
6.00% notes due 2026 |
SCCD |
NYSE American LLC |
6.00% notes due 2027 |
SCCE |
NYSE American LLC |
7.125%
notes due 2027 |
SCCF
|
NYSE American LLC |
8.00% notes due 2027 |
SCCG |
NYSE American LLC |
7.75% Series A Cumulative Redeemable Preferred Stock, Liquidation
Preference $25.00 per share |
SACHPRA |
NYSE American 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.
Item
1.01. |
Entry into a Material
Definitive Agreement. |
On March 2, 2023, Sachem Capital Corp. (the “Company”) entered into Credit
and Security Agreement (the “Credit Agreement”), with
Needham Bank, a Massachusetts co-operative bank, as the
administrative agent (the “Administrative Agent”) for the
lenders party thereto (the “Lenders”) with respect to a $45
million revolving credit facility (the “Credit Facility”). Under the
Credit Agreement, the Company also has the right to request an
increase in the size of the Credit Facility up to $75 million,
subject to certain conditions, including the approval of the
Lenders. Loans under the Credit Facility accrue interest at the
greater of (i) the annual rate of interest equal to the “prime
rate,” as published in the “Money Rates” column of The Wall Street Journal minus
one-quarter of one percent (0.25%), and (ii) four and one-half
percent (4.50%). All amounts borrowed under the Credit Facility are
secured by a first priority lien on virtually all Company’s assets.
Assets excluded from the lien include real estate owned by the
Company (other than real estate acquired pursuant to foreclosure)
and mortgages sold under the Company’s Master Repurchase Agreement
with Churchill MRA Funding I LLC, entered into in July 2021. The
Credit Facility expires March 2, 2026 but the Company has a right
to extend the term for one year upon the consent of the
Administrative Agent and the Lenders, which consent cannot be
unreasonably withheld, and so long as it is not in default and
satisfies certain other conditions. All outstanding revolving loans
and accrued but unpaid interest are due and payable on the
expiration date. The Company may terminate the Credit Facility at
any time without premium or penalty by delivering written notice to
the Administrative Agent at least ten (10) days prior to the
proposed date of termination.
The foregoing descriptions of the Credit Agreement and the terms of
the Credit Facility do not purport to be complete and are qualified
in their entirety by reference to the full text of such documents,
including the exhibits thereto, copies of which are attached to
this Current Report on Form 8-K as Exhibits 10.1 and 4.1,
respectively, and incorporated herein by reference.
|
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The information regarding the Credit Facility and the Credit
Agreement set forth in Item 1.01 above, is incorporated herein by
reference.
On February 28, 2023, the Company refinanced its then existing $1.4
million adjustable-rate mortgage loan, obtained in November 2021
from New Haven Bank with a new $1.66 million adjustable-rate
mortgage loan from New Haven Bank. The new loan accrues interest at
an initial rate of 5.75% per annum for the first 60 months. The
interest rate will be adjusted on each of March 1, 2028 and March
1, 2033 to the then published 5-year Federal Home Loan Bank of
Boston Classic Advance Rate, plus 1.75%. Beginning on April 1, 2023
and through March 1, 2038, principal and interest will be due and
payable on a monthly basis. All payments under the new loan are
amortized based on a 20-year amortization schedule. The unpaid
principal amount of the loan and all accrued and unpaid interest
are due and payable in full on March 1, 2038. The new loan is a
non-recourse obligation, secured primarily by a first mortgage lien
on the properties located 698 Main Street, Branford, Connecticut
and 568 East Main Street, Branford, Connecticut, which are owned by
the Company.
|
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
Description |
4.1 |
Revolving Credit Note, dated
March 2, 2023,in the principal amount of $45 million in favor of
Needham Bank, as lender. |
|
|
10.1 |
Credit and Security Agreement, dated as of
March 2, 2023, among the Company, the lenders party thereto and
Needham Bank, as administrative agent. |
|
|
99.1 |
Open-End Mortgage, Security
Agreement and Assignment of Leases and Rents, dated February 28,
2023, by Sachem Capital Corp. |
|
|
99.2 |
Commercial
Term Note made by Sachem Capital Corp to New Haven Bank, dated
February 28, 2023, in the principal amount of $1,660,000 (attached
as Exhibit B to Exhibit 99.1 above). |
|
|
99.3 |
Loan
Agreement between Sachem Capital Corp. and New Haven Bank, dated as
of February 28, 2023. |
|
|
99.4 |
Mortgage Release releasing Sachem Capital Corp.
from the $1.4 million mortgage loan. |
|
|
99.5 |
Press Release dated March 2,
2023. |
|
|
104 |
Cover Page Interactive Data File (embedded within
the Inline XBRL document). |
* * * * *
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.
|
Sachem Capital Corp. |
|
|
Dated: March 3, 2023 |
By: |
/s/ John L. Villano |
|
|
John L. Villano, CPA |
|
|
Chief Executive Officer |
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