v3.25.2
Subsequent Events
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 14. Subsequent Events

The Company has evaluated the impact of all subsequent events through August 12, 2025, the date the condensed consolidated financial statements were available for issuance.

 

Retail Closing

 

In connection with the continuous private offering of the Company, on July 1, 2025, the Company sold an aggregate of 1,059,497 Class F-I common shares for aggregate consideration of approximately $26.5 million (the "Initial Retail Closing").

On August 1, 2025, the Company sold an additional 1,999 of its Class F-I common shares for aggregate consideration of approximately $50 thousand. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.

 

Anchor Investment

 

On July 1, 2025, the Company entered into subscription agreements by and between the Company and certain unaffiliated investors (collectively, the “Anchor Investors”), pursuant to which the Anchor Investors agreed, from time to time, and on or before August 31, 2025, to purchase from the Company an aggregate amount of not less than $55.0 million in Class F-I common shares, at a price per share equal to either (i) where the Company has not yet calculated a NAV per share of the Class F-I common shares, the most recently determined NAV per share of the Class E common shares of the Company or (ii) after the date on which the Company calculates a NAV per share of the Class F-I common shares, the most recently determined NAV of its Class F-I common shares (the “Anchor Investment”). On July 1, 2025, pursuant to the terms of the Anchor Investment, the Company issued an aggregate of 1,100,308 of its Class F-I common shares to the Anchor Investors at a price per share of $24.99 for an aggregate purchase price of $27.5 million. On August 1, 2025, the Company issued an additional 1,099,622 Class F-I common shares to the Anchor Investors at a price per share of $25.01, for an aggregate purchase price of $27.5 million.

The offer and sale of the Class F-I common shares to the Anchor Investors was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.

 

 

 

 

Paydown of Debt Obligations

 

On July 1, 2025, the Company utilized proceeds from the aforementioned Initial Retail Closing and Anchor Investment to pay down $19.0 million of outstanding principal on the JPM Credit Agreement, and $33.0 million of outstanding principal on the Repurchase Agreement.

 

Credit Agreement - Customers Bank

 

On July 30, 2025, BLKM III, LLC (the “Borrower”), an indirect subsidiary of the Company, entered into a credit agreement with Customers Bank ("Customers Bank Credit Agreement"), as administrative agent (in such capacity, the “Administrative Agent”) and account bank, MonticelloAM Servicing, LLC, as servicer, and certain other lenders party thereto. In connection with the Customers Bank Credit Agreement, the Company provided a guaranty which may become full recourse to the Company upon the occurrence of certain events as described in the Customers Bank Credit Agreement.

 

The maximum aggregate commitments under the Customers Bank Credit Agreement is $150 million. The Borrower’s obligations under the Customers Bank Credit Agreement will be secured by all right, title and interest in healthcare commercial real estate loans of the Borrower. The maximum aggregate commitment under the Customers Bank Credit Agreement may be increased to an amount as agreed between the Borrower and Administrative Agent. The Customers Bank Credit Agreement includes certain financial covenants applicable to the Borrower and the Company, including certain leverage and liquidity requirements. The Customers Bank Credit Agreement will mature on July 30, 2030, subject to early repayment and customary events of default.

 

Advances under the Customers Bank Credit Agreement generally bear interest at a rate per annum equal to the Term SOFR plus (i) 2.00%, until July 30, 2028, or (ii) 2.50%, from July 31, 2028. The Company pays a commitment fee on a monthly basis to the lender on the daily unused amount of its commitment at a rate per annum of 0.25%.

 

Dividends

 

On July 31, 2025, the Company declared distributions for each class of its common shares in the amount per share set forth below:

 

 

Gross Distribution

 

 

Shareholder
Servicing Fee

 

 

Net Distribution

 

Class F-I Common Shares

 

$

0.1927

 

 

$

-

 

 

$

0.1927

 

Class E Common Shares

 

$

0.1927

 

 

$

-

 

 

$

0.1927

 

 

 

Real estate loan investments and related financing

 

From July 1, 2025 through August 12, 2025, the Company closed on four real estate loan investments with aggregate outstanding principal of $113.3 million. The investments included three floating rate wholly-originated mortgage loans for $109.8 million which earn interest at one-month Term SOFR, plus a spread ranging from 3.95%-4.45%. The Company also closed on one participation interest in a mezzanine loan for $3.5 million which earns interest at a fixed rate of 14.5%.

The Company utilized a combination of cash on hand and available borrowings on the Repurchase Agreement and Customers Bank Credit Agreement to facilitate the closing of the four real estate loan investments. $22.0 million was borrowed pursuant to the Repurchase Agreement and $87.8 million was borrowed pursuant to the Customers Bank Credit Agreement.

 

Advisory agreements

 

On August 8, 2025, the Company entered into the (i) Second Amended and Restated Advisory Agreement (the “BLK A&R Advisory Agreement”) by and between the Company and the BlackRock Advisor and (ii) Second Amended and Restated Advisory Agreement (the “MAM A&R Advisory Agreement” and, together with the BLK A&R Advisory Agreement, the “Advisory Agreements”) by and between the Company and the Monticello Advisor, in each case, in connection with the consideration for services rendered by the Advisors, to amend the calculation of the management fee and the performance fee payable to each Advisor. There is no change in the management fee and performance fee payable by the Company in the aggregate. Pursuant to the Advisory Agreements, the Advisors will continue to manage the Company’s day-to-day operations subject to the supervision of the Company’s board of trustees.