Item 1.01 Entry into a Material Definitive Agreement.
On August 31, 2018, Sutherland Asset Management Corporation (the “Company”), Sutherland Partners, L.P. (the “Operating Partnership”) and Waterfall Asset Management, LLC entered into three separate Equity Distribution Agreements (the “Equity Distribution Agreements”) with each of JMP Securities LLC, Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. (each, individually, a “Placement Agent” and collectively, the “Placement Agents”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $100,000,000 (the “Shares”), through the Placement Agents either as agents or principals.
Subject to the terms and conditions of the Equity Distribution Agreements, the Placement Agents will use their commercially reasonable efforts to sell, on the Company’s behalf, the shares of common stock offered by the Company under the Equity Distribution Agreements. Sales of the Company’s common stock, if any, made under the Equity Distribution Agreements may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including by sales made directly on or through the New York Stock Exchange or another market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions,
which may include block trades, at market prices prevailing at the time of sale or at negotiated prices, or as otherwise agreed with the applicable sales agent.
Under the terms of the Equity Distribution Agreements, the Company may also sell Shares to a Placement Agent as principal for its own account at a price agreed upon at the time of such sale. If the Company sells Shares to a Placement Agent as principal, it will enter into a separate terms agreement with the Placement Agent, and it will describe this agreement in a separate prospectus supplement or pricing supplement. Actual sales will depend on a variety of factors to be determined by the Company from time to time.
The Company intends to contribute the net proceeds from the offering to the Operating Partnership which in turn will use the net proceeds from the offering to originate or acquire the Company’s target assets and for general corporate purposes. Each Equity Distribution Agreement provides that the applicable Placement Agent will be entitled to compensation for its services of up to 2.0% of the gross sales price of all Shares sold through it as Placement Agent under the applicable Equity Distribution Agreement. The Company has no obligation to sell any of the Shares under the Equity Distribution Agreements, and may at any time suspend solicitation and offers under the Equity Distribution Agreements.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-219213). The Company filed a prospectus supplement (the “Prospectus Supplement”), dated August 31, 2018, with the Securities and Exchange Commission in connection with the offer and sale of the Shares.
The Equity Distribution Agreements contain customary representations, warranties, and agreements of the Company and the Agents, indemnification rights and obligations of the parties and termination provisions. Copies of the Equity Distribution Agreements are filed as Exhibits 1.1, 1.2 and 1.3 to this Current Report on Form 8-K, and the descriptions of the material terms of the Equity Distribution Agreements in this Item 1.01 are qualified in their entirety by reference to such Exhibits, which are incorporated herein by reference.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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