Entering into a material definitive agreement, completing the acquisition or disposal of assets, creating a direct financial obligation or obligation under a registrant’s off-balance sheet arrangement, disclosing the FD settlement , financial statements and supporting documents (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

As previously stated, the 25 October 2021, RREEF America LLC (“RREEF America”), the advisor and sponsor of RREEF Real Estate Trust, Inc. (the “Company”), has entered into a purchase and sale agreement (the “Purchase Agreement”) with Jones I MNMA, LLC, a Delaware limited liability company (the “Seller”). The Seller is not affiliated with the Company, RREEF America or any of their respective affiliates. At November 4, 2021, in accordance with the assignment and assumption of the purchase and sale contract by and between RREEF America and RPT The Glenn, LLC (the “Purchasing Entity”), a Delaware A limited liability company and indirect wholly owned subsidiary of the Company, RREEF America has assigned its rights, titles and interests in the Purchase Agreement to the Company, through the Purchasing Entity.

Pursuant to the purchase agreement, the Company has agreed to purchase an apartment building located at Centennial, Colorado (the “Property”) for a gross purchase price of $ 128.5 million, excluding closing costs.

The information discussed in section 2.03 of this current report on Form 8-K is incorporated by reference in this section 1.01.

Item 2.01 Completion of Acquisition or Disposal of Assets

At November 19, 2021 (the “Closing Date”), the Company has completed the purchase of the Property from the Seller. The property is a 306-unit luxury multi-family community with 274,688 rentable square feet located on a 4.75-acre site in one of Denver wealthier south-eastern suburbs, Centennial, Colorado. Built in 2018, the property was the first completed project in the district, an ongoing mixed-use development spread over 36 acres of land
Highway 25.

The property is currently 93.5% occupied. The property’s luxury amenities include a resort-style swimming pool with gazebos, a state-of-the-art fitness center with a yoga studio, outdoor community lounges with barbecues, fireplaces and garden games, a pet park, as well as a business center / conference centers and charging stations for electric vehicles. The property’s location allows residents to walk to nearby shopping destinations, including Park Meadows Shopping Center, from Colorado the largest leading shopping destination with over 185 stores and restaurants. The property is also located within walking distance of the Dry Creek Light Rail Station
and less than five minutes by car from both Highway 25 and Colorado State Highway 470, providing increased connectivity to the greater Denver metro area.

The Company is committed GREP South West, LLC, a subsidiary of Greystar, as the property manager of the property.

Item 2.03 Creation of a direct financial obligation

The Company financed the acquisition in part with cash on hand and loans from
$ 57.0 million under the Company’s existing line of credit with Wells Fargo Bank
using the available borrowing capacity of properties already owned.

In addition, on the Closing Date, the Purchasing Entity, as borrower, has entered into a loan agreement providing for a $ 66.0 million, non-recourse loan (the “Loan”) of Massachusetts Mutual Life Insurance Company (“MassMutual”), which is not affiliated with the Company or any of the affiliates of the Company. The loan is secured by the property.

The loan interest rate is set at 3.02% with monthly interest payments only for the full seven year term. The loan maturity date is
December 1, 2028 without possibility of extension. The Loan does not allow early repayment before December 1, 2024. Thereafter, the Loan allows voluntary prepayment of the total amount of the Loan subject to payment of the applicable prepayment premium, which is equal to the greater of (a) the prepayment amount multiplied by 1% or ( b) a performance maintenance calculation. In addition, the loan contains a one-time option to be assumed by a new borrower subject to satisfaction, at MassMutual’s sole discretion, of the specified conditions and payment of a commission equal to 1.0% of the outstanding loan balance.

The Company paid loan financing costs of approximately $ 181,000, including lender fees, legal fees and other customary closing costs.

Article 7.01 Regulation FD Disclosure

At 22 November 2021, the Company issued a press release announcing the acquisition of the Property. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and that exhibit is incorporated by reference herein.


The information provided in this Section 7.01, including Exhibit 99.1, is “provided” and will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities. of this section. , nor will such information be deemed to be incorporated by reference in a filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial statements and supporting documents

(a) Financial statements of assets acquired

Since it is impossible to provide the financial statements required for the acquisition of the property at the time of filing, and no financial statement (audited or unaudited) is available at this time, the Company hereby confirms that the required financial statements will be filed on or before February 2, 2022, which date is within the time limit for filing such an amendment.

(b) Pro forma financial information

See paragraph (a) above.

(d) Exhibits

 Exhibit No.                      Description
     99.1           Press Release dated November 22, 2021

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