Current Report Filing (8-k)
04 March 2023 - 9:27AM
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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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