- Combined Company Renamed Broadmark Realty
Capital Inc. - - Will Trade Under the Ticker “BRMK” on the NYSE
-
Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) (“Trinity”)
and the Broadmark real estate lending companies (“Broadmark”) today
announced the completion of their previously announced business
combination. In connection with the completion of the business
combination, the combined company was renamed Broadmark Realty
Capital Inc. (“Broadmark Realty”). Broadmark Realty’s common stock
is expected to begin trading on the New York Stock Exchange on
November 15, 2019 under the ticker symbol “BRMK”, and its warrants,
exercisable for one-quarter of one share at an exercise price of
$2.875 per one-quarter share ($11.50 per whole share), are expected
to begin trading on that date on the NYSE Amex under the ticker
symbol “BRMK WS”. Broadmark Realty is an internally managed real
estate investment trust (REIT) specializing in short-term financing
for the acquisition, renovation and development of residential and
commercial properties. In light of the closing of the business
combination, Trinity has cancelled the special meeting of Trinity’s
stockholders that had been previously scheduled for November 15,
2019 to vote on an amendment to its certificate of incorporation to
extend the deadline to complete Trinity’s initial business
combination.
Sean Hehir, Chief Executive Officer of Trinity, stated, “When we
launched this endeavor, we recognized Broadmark’s established
platform, highly skilled management team, and proven record as an
ideal complement to our deep real estate industry knowledge and
experience, and our access to the capital markets.”
Steve Haggerty, a Managing Partner of Trinity Investments, an
affiliate of the sponsor of Trinity, and a director of Broadmark
Realty added, “We could not be more pleased with the business
combination between Trinity and Broadmark. As a mortgage REIT with
a special focus on an underserved segment of real estate lending
and with a unique combination of internal management and zero
outstanding debt at closing, we believe Broadmark Realty is
positioned to capitalize on the growth opportunity in the current
environment, and into the future.”
Jeff Pyatt, Chief Executive Officer of Broadmark Realty,
commented: “We have spent many years growing the Broadmark platform
into a lender of choice in commercial real estate financing by
originating short term, first deed of trust mortgages with
conservative loan-to-value collateral support. With the support of
Trinity’s experienced leadership team and our new independent board
members, we plan to continue executing on our proven strategy,
supported by our extensive borrower network and prudent
underwriting standards.”
Joe Schocken, Chairman of the Board of Directors of Broadmark
Realty, added: “With a deep debt of gratitude to the investors that
got us here, we are thrilled to begin this next chapter in
Broadmark’s growth and welcome our new partners and investors. As a
publicly traded company, we see even greater potential to grow and
scale Broadmark Realty, beyond what we have successfully built over
the last nine years. Our record of paying a monthly dividend dates
back to 2010 and we look forward to continuing to finance quality
borrowers in the specialized real estate lending market and to
create value for all our stakeholders.”
Broadmark Realty intends to declare a dividend prior to
year-end, subject to board approval.
B. Riley FBR, Inc. served as capital markets advisor and private
placement agent to Trinity, Gibson, Dunn & Crutcher LLP acted
as Trinity’s legal advisor, and Raymond James & Associates,
Inc. acted as Trinity’s financial advisor. Bryan Cave Leighton
Paisner LLP served as legal advisor to Broadmark and CS Capital
Advisors, LLC acted as financial advisor to Broadmark.
About Broadmark Realty Capital Inc.
Based in Seattle, Washington, and operating in multiple regions
throughout the United States, Broadmark Realty is an internally
managed real estate investment trust (REIT) specializing in
short-term, first deed of trust loans secured by real estate to
fund the acquisition, renovation, rehabilitation and development of
residential and commercial properties. Since 2010 through June 30,
2019, Broadmark Realty and its predecessors have originated and
serviced over 1,000 loans with an aggregate face amount of
approximately $2.0 billion. As of June 30, 2019, the total
portfolio of active loans comprised approximately $1.1 billion of
principal commitments outstanding across 264 loans to over 200
borrowers in ten states plus the District of Columbia, of which
approximately $0.7 billion was funded.
About Trinity Merger Corp.
Trinity Merger Corp. was a special purpose acquisition company
formed by HN Investors LLC, an affiliate of Trinity Real Estate
Investments LLC, for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
Forward Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”,
“believe”, “estimate”, “predict”, “potential”, “seem”, “seek”,
“continue”, “future”, “will”, “expect”, “outlook” or other similar
words, phrases or expressions. These forward-looking statements
include statements regarding Broadmark Realty’s industry, future
events, the benefits of the business combination, including future
opportunities for Broadmark Realty, and other statements that are
not historical facts.
These statements are based on the current expectations of each
of Trinity’s and Broadmark Realty’s management and are not
predictions of actual performance. These statements are subject to
a number of risks and uncertainties regarding Broadmark Realty’s
business, and actual results may differ materially. These risks and
uncertainties include, but are not limited to, changes in the
business environments in which Broadmark Realty operates, including
inflation and interest rates, and general financial, economic,
regulatory and political conditions affecting Broadmark Realty’s
industry; changes in taxes, governmental laws, and regulations;
competitive product and pricing activity; difficulties of managing
growth profitably; the loss of one or more members of Broadmark
Realty’s management team; failure of Broadmark Realty to qualify as
a REIT; failure of Broadmark Realty to maintain the listing of its
securities on the NYSE; failure to realize the anticipated benefits
of the transaction; uncertainty as to the long-term value of
Broadmark Realty’s common stock; and those discussed under the
heading “Risk Factors” in the joint proxy statement/prospectus
relating to the business combination filed by Broadmark Realty with
the Securities Exchange Commission (the “SEC”), as may be updated
from time to time by Broadmark Realty’s filings with the SEC. There
may be additional risks that Trinity and Broadmark presently do not
know or that Trinity and Broadmark currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements provide Trinity’s and Broadmark’s expectations, plans or
forecasts of future events and views regarding Broadmark Realty’s
business as of the date of this communication. Trinity and
Broadmark Realty anticipate that subsequent events and developments
will cause such parties’ assessments to change. However, while
Trinity and Broadmark Realty may elect to update these
forward-looking statements at some point in the future, both
Trinity and Broadmark Realty specifically disclaim any obligation
to do so. These forward-looking statements should not be relied
upon as representing Trinity’s and Broadmark Realty’s assessments
as of any date subsequent to the date of this communication.
In addition, actual results are subject to other risks and
uncertainties that relate more broadly to Broadmark Realty’s
overall business, including those more fully described in Trinity’s
and Broadmark Realty’s filings with the SEC, including, without
limitation, the joint proxy statement/prospectus. Forward-looking
statements are not guarantees of performance, and speak only as of
the date made, and none of Trinity or Broadmark Realty or their
respective management undertake any obligation to update or revise
any forward-looking statements except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20191114005790/en/
Broadmark Realty Capital Investor Relations
InvestorRelations@broadmark.com 206-623-7782
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