Ramco-Gershenson完成1.02億美元多戶過渡貸款收購 預期再收購9.5億美元Genesis貸款組合

EX-99.1
2
tm264627d2_ex99-1.htm
EXHIBIT 99.1

 

 

Exhibit 99.1

 

May 2026 Loan Purchase

 

On May 13, 2026, we
completed the purchase, through a wholly-owned subsidiary, of a portfolio of multifamily transition loans (“MTLs”) consisting
of construction loans, bridge loans and renovation loans originated by Genesis (the “May 2026 Loan Portfolio”) using
borrowings under our CRE Repurchase Facility (as defined below) with a weighted average advance rate of approximately 75%, and other available
cash on hand. At the time of its acquisition, the May 2026 Loan Portfolio had $102.1 million of unpaid principal balance (“UPB”),
with an additional $125.5 million UPB of future funding on the loans. The May 2026 Loan Portfolio had a gross weighted average coupon
of 9.1%, an average loan duration of one to three years, a weighted average price at initial funding of 100.85% as a percentage of UPB,
a cost of funds of 5.65% and an illustrative net levered yield of 14.0% at initial funding (calculated as interest income net of servicing
fee, interest expense and premium amortization divided by equity).

 

The purchase was made pursuant
to a Flow Mortgage Loan Purchase and Sale Agreement (the “Flow MLPA”), by and between RPT Seller LLC, a wholly-owned subsidiary
of the Company, and Rithm Loan Aggregation Trust (the “Seller”), an affiliate of our Manager. The Flow MLPA provides that
we or our subsidiaries may, from time to time, purchase, on a servicing-released basis, one or more portfolios of MTLs originated by Genesis
that meet certain eligibility criteria. The Flow MLPA contains customary terms governing periodic residential transition loan (“RTL”)
sales, including representations and warranties relating to the origination, underwriting, documentation and legal compliance of the RTLs,
as well as the Seller’s repurchase for loans that fail to conform to the requirements of the Flow MLPA. Our obligation to purchase
any mortgage loan is subject to standard conditions precedent, including, among other matters, the delivery of specified loan documentation.
As a part of this purchase, we engaged Genesis to service the May 2026 Loan Portfolio, and Genesis or its affiliates are expected
to continue to provide loan servicing with respect to any other loans originated by Genesis or its affiliates and acquired by us in the
future, including the Genesis Loan Purchase, pursuant to one or more loan servicing agreements.

 

Additionally,
the Company has a master repurchase facility (the “CRE Repurchase Facility”) in which the Company acquires commercial loans
which are then sold by the Company as “seller” to a counterparty, the “buyer.” Upon the time of the initial sale
to the buyer, the Company, with a simultaneous agreement, also agreed to repurchase the commercial loans from the buyer. Interest is calculated
based on a spread to one-month Secured Overnight Financing Rate (“SOFR”), which is fixed for the term of the borrowing. The
advance rate is between 65% and 85% of the asset’s acquisition price. In April 2026, the Company entered into an amendment to the
CRE Repurchase Facility to include multifamily and other residential transition loans originated by Genesis and purchased by the Company
to be financed under the CRE Repurchase Facility.

 

We expect to continue to
use the CRE Repurchase Facility (including with underwriters or affiliates of underwriters in this offering) to finance future purchases
of RTLs from Genesis (including the Genesis Loan Purchase) and other investments, at an estimate weighted average advance rate of approximately
75%, generating an illustrative net levered yield of approximately 13.4% (calculated as interest income net of servicing fee, interest
expense and premium amortization divided by equity).

 

Anticipated Genesis Loan Purchase

 

We anticipate using the net
proceeds from this offering and the concurrent private placement as well as borrowings under our CRE Repurchase Facility and other available
cash on hand to acquire from Genesis, and/or certain affiliates thereof, a portfolio of MTLs with approximately $951.1 million of UPB
(the “Genesis Loan Portfolio”) (such purchase, the “Genesis Loan Purchase”). The Genesis Loan Purchase is anticipated
to be made pursuant to the Flow MLPA.

 

  

  

 

 

The Genesis Loan Portfolio
 had the following approximate aggregate characteristics as of July 6, 2026:

 

 
 (dollars in thousands) 
 Construction 
Loans  
 Bridge
 Loans  
 Renovation 
Loans  
 Total 

 
 Number of Loans 
  38  
  39  
  9  
  86 

 
 Aggregate UPB 
 $490,557  
 $339,985  
 $120,524  
 $951,066 

 
 Leverage  
 $367,918  
 $254,989  
 $90,393  
 $713,299 

 
 Average UPB  
 $12,909  
 $8,718  
 $13,392  
 $11,509 

 
 Weighted Average Interest Rate   
  9.41% 
  7.99% 
  8.78% 
  8.83%

 
 Adjustable Rate Mortgage Margin 
  5.39% 
  4.23% 
  4.88% 
  5.23%

 
 Adjustable Rate Mortgage Floor 
  9.22% 
  7.61% 
  8.68% 
  9.03%

 
 Loan-to-Value 
  —  
  66.67% 
  —  
  66.67%

 
 Loan-to-Cost   
  74.67% 
  —  
  72.53% 
  74.25%

 
 Loan-to-After-Repair-Value 
  61.17% 
  —  
  65.25% 
  61.46%

 
 Average Remaining Term (months) 
  16.1  
  21.2  
  16.6  
  18.0 

 

 

The characteristics summarized
above are subject to change due to prepayments of loans or other factors outside our control.

 

The Genesis Loan Purchase
is expected to close in July 2026, promptly following the consummation of this offering and the Concurrent Private Placement.