SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):July 22, 2019
American Church Mortgage Company
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
|10400 Yellow Circle Drive, Ste. 102, Minnetonka, Minnesota||55343|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s Telephone Number, Including Area Code (952) 945-9455
|(Former Name or Former Address, if Changed Since Last Report)|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, $0.01 par value per share||NA||NA|
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 (see General Instruction A.2. below):
|¨||Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company☐
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 July 22, 2019, American Church Mortgage Company (the “Company”) entered into an Amended Loan Agreement (the “Amended Loan Agreement”) with Alerus Financial, N.A., as lender (the “Lender”) regarding the $4 million revolving loan made to the Company on April 9, 2018. The Amended Loan Agreement extends the term of the original loan agreement to July 22, 2020 and adjusts the interest rate and floor rate. The revolving loan is payable on July 22, 2020 and monthly payments of accrued interest are due commencing September 1, 2019. Interest on the revolving loan is based on the prevailing London Interbank Offered Rate (LIBOR) for deposits in U.S. dollars having a maturity equal to one month (the “Index”) and the interest rate will not change more often than each month. Interest on the unpaid principal balance of this Note will be calculated using a rate of 2.700 percentage points over the Index, rounded to the nearest 0.001 percent, adjusted if necessary for any minimum and maximum rate limitations. The initial rate is 5.112%. The interest rate on the loan will not be less than 4.75% per annum or more than the applicable rate allowed by applicable law. The Amended Loan Agreement adds a cash flow covenant to the terms of the loan. This covenant requires that distributions and dividends not exceed funds from operations on an annual basis. The revolving loan is secured by a first priority security interest in substantially all of the Company’s assets other than collateral pledged to secure the Company’s secured investor certificates, both those currently issued and any potentially issued in the future.
The discussion herein regarding the Amended Loan Agreement is qualified in its entirety by reference to the Amendment to the Loan Agreement and the Change in Terms Agreement attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent applicable, the information included under Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
|10.1||Amendment to Loan by and between American Church Mortgage Company and Alerus Financial, N.A., dated July 22, 2019|
|10.2||Change in Terms Agreement by and between American Church Mortgage Company and Alerus Financial, N.A., dated July 22, 2019|
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.
American Church Mortgage Company
Date: July 24, 2019 By/s/ Philip J. Myers
Chief Executive Officer and