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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/13/20 Granite Point Mortgage Trust Inc. 8-K:1,8,9 10/10/20 13:333K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-10.1 Material Contract HTML 56K 3: EX-99.1 Miscellaneous Exhibit HTML 13K 4: EX-99.2 Miscellaneous Exhibit HTML 17K 9: R1 Cover HTML 48K 11: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2033012d1_8k_htm XML 15K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.LAB XBRL Labels -- gpmt-20201010_lab XML 97K 7: EX-101.PRE XBRL Presentations -- gpmt-20201010_pre XML 64K 5: EX-101.SCH XBRL Schema -- gpmt-20201010 XSD 13K 12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 13: ZIP XBRL Zipped Folder -- 0001104659-20-114218-xbrl Zip 33K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 13, 2020 ( i October 10, 2020)
i Granite Point Mortgage Trust Inc.
(Exact name of registrant as specified in its charter)
| i Maryland | i 001-38124 | i 61-1843143 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i 3 Bryant Park, i Suite 2400A | i New York, i NY | i 10036 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( i 212) i 364-3200
Not Applicable
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, par value $0.01 per share | i GPMT | i NYSE |
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).
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. ¨
C:
Item 1.01 Entry into a Material Definitive Agreement.
On October 10, 2020, Granite Point Mortgage Trust Inc. (the “Company”) entered into an Internalization Agreement (the “Internalization Agreement”) with its external manager, Pine River Capital Management L.P. (the “Manager”), pursuant to which the Company will internalize its management function (the “Internalization”) effective as of 11:59 p.m. on December 31, 2020. Prior to the Internalization, the Manager will continue to provide services to the Company pursuant to the Management Agreement, dated June 28, 2017, between the Company and the Manager (as amended, the “Management Agreement”). Upon consummation of the Internalization, among other things, (i) the Management Agreement will be terminated, (ii) the Company will no longer pay management or incentive fees to the Manager for any period following the Internalization and (iii) the Company will become an internally managed real estate investment trust. In connection with the Internalization, the Company will make a one-time cash payment of $44.5 million to the Manager. As previously disclosed, the Company has entered into employment agreements with the Company’s senior management team. In accordance with the terms of the Internalization Agreement, the Company also intends to extend offers of employment to other employees of the Manager or its affiliates across a variety of functions who support the Company’s business.
The terms of the Internalization were negotiated and unanimously approved by a committee of independent members of the Company’s board of directors, and the amount payable by the Company to the Manager in connection with the Internalization was determined by an arbitral panel at the conclusion of the Company’s previously disclosed arbitration process with the Manager.
The information set forth herein with respect to the Internalization Agreement is qualified in its entirety by the full text of the Internalization Agreement, which is filed as Exhibit 10.1 hereto and incorporated into this Item 1.01 by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 with respect to the termination of the Management Agreement is incorporated by reference into this Item 1.02.
Item 8.01 Other Events.
On October 7, 2020, the Company issued a press release providing an update on the arbitration process with the Manager and, on October 12, 2020, the Company issued a press release describing the Internalization and related matters. Copies of the press releases are included as Exhibits 99.1 and 99.2 to this report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1* | Internalization Agreement, October 10, 2020, by and between Granite Point Mortgage Trust Inc. and Pine River Capital Management L.P. | |
| 99.1 | Press Release, dated October 7, 2020. | |
| 99.2 | Press Release, dated October 12, 2020. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
* Certain schedules and similar attachments have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.
C:
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.
| GRANITE POINT MORTGAGE TRUST INC. | ||
| By: | /s/ MICHAEL J. KARBER | |
| Michael J. Karber | ||
| General Counsel and Secretary | ||
| Date: October 13, 2020 | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/20 | 10-K, 3, 4 | |||
| Filed on: | 10/13/20 | |||
| 10/12/20 | ||||
| For Period end: | 10/10/20 | |||
| 10/7/20 | ||||
| 6/28/17 | 4, 8-K, SC 13D | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/21 Granite Point Mortgage Trust Inc. 10-K 12/31/20 113:16M 11/09/20 Granite Point Mortgage Trust Inc. 10-Q 9/30/20 91:10M |