No Longer an Investment Company Under Investment Company Act of 1940
Announces Management and Board Changes
Enters New Business Management Agreement with Tremont Realty Advisors
NEWTON, Mass.–(BUSINESS WIRE)–RMR Mortgage Trust (Nasdaq: RMRM) today announced that the Securities and Exchange Commission, or SEC, has issued an order granting RMRM’s request to deregister as an investment company under the Investment Company Act of 1940, or the Deregistration Order. The issuance of the Deregistration Order enables RMRM to proceed with full implementation of its new business mandate to operate as a commercial mortgage REIT. As a commercial mortgage REIT, RMRM is focused primarily on originating and investing in first mortgage whole loans secured by middle market and transitional commercial real estate. To date, RMRM has liquidated all of its legacy investment securities and has closed five loans totaling $111.7 million in aggregate commitments.
RMRM also announced changes to its Board of Trustees and executive officers. Thomas J. Lorenzini has been appointed President and G. Douglas Lanois has been appointed Chief Financial Officer and Treasurer. Mr. Lorenzini and Mr. Lanois succeed Fernando Diaz and Brian E. Donley, respectively, who have resigned from RMRM, effective January 5, 2021.
Mr. Lorenzini is a Vice President of The RMR Group and President of Tremont Mortgage Trust (Nasdaq: TRMT). He is also a Vice President of Tremont Realty Advisors LLC, an SEC registered investment adviser and an indirect subsidiary of The RMR Group Inc. (Nasdaq: RMR). Mr. Lorenzini has over 25 years of experience in the real estate industry.
Mr. Lanois is a Senior Vice President of The RMR Group and Senior Vice President, Chief Financial Officer and Treasurer of Tremont Realty Advisors LLC. He also serves as Chief Financial Officer and Treasurer of TRMT. Mr. Lanois has over 30 years of real estate experience.
In addition, RMRM announced that Matthew P. Jordan has been appointed a Managing Trustee, effective January 5, 2021. He succeeds Jennifer B. Clark, who is resigning from her position on RMRM’s Board of Trustees, effective January 5, 2021. Mr. Jordan is also a Director and the President and Chief Executive Officer of Tremont Realty Advisors LLC as well as a Managing Trustee of TRMT. Mr. Jordan joined The RMR Group in 2012 and has been a member of the senior management team since that time. He will continue to serve as Executive Vice President, Chief Financial Officer and Treasurer of The RMR Group.
Adam D. Portnoy, a Managing Trustee of RMRM and a Managing Director, President and Chief Executive Officer of The RMR Group, made the following statement:
“We are pleased to reach this key milestone in transitioning RMR Mortgage Trust to a commercial mortgage REIT. With RMRM’s deregistration now complete and its legacy portfolio of investment securities liquidated, RMRM is well positioned to execute its business plan to invest in first mortgage whole loans secured by middle market and transitional commercial real estate. Within this new objective, RMRM has already successfully executed on five loans with a combined portfolio value of more than $110 million, and its deal pipeline is strong. We expect RMRM to fully invest its capital during the first half of 2021 and take advantage of leverage to drive increased returns to shareholders.”
RMRM has also entered into a new management agreement with Tremont Realty Advisors LLC to manage RMRM’s day-to-day operations, subject to the oversight and direction of RMRM’s Board of Trustees. Concurrent with entering this new management agreement, RMRM’s investment advisory agreement with RMR Advisors LLC was terminated. Both RMRM and TRMT are commercial mortgage REITs that are managed by Tremont Realty Advisors LLC. More information concerning the terms of the new management agreement will be provided in a Current Report on Form 8-K to be filed by RMRM with the SEC by January 11, 2021, which will include a copy of the agreement filed as an exhibit to that report. The Current Report on Form 8-K will be accessible on RMRM’s website, www.rmrmortgagetrust.com, and the SEC’s website, www.sec.gov.
RMRM common shares will continue to be traded on The Nasdaq Stock Market LLC.
About RMR Mortgage Trust (Nasdaq: RMRM)
RMR Mortgage Trust (Nasdaq: RMRM) is a real estate finance company that focuses on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate. RMR Mortgage Trust is managed by Tremont Realty Advisors LLC, an SEC registered investment adviser, which is an indirect subsidiary of The RMR Group Inc. The RMR Group LLC, an alternative asset management company, is the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), which is headquartered in Newton, MA.
WARNINGS REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever RMRM uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, RMRM is making forward-looking statements. These forward-looking statements are based upon RMRM’s present intent, beliefs and expectations, but forward-looking statements are not guaranteed to occur and may not occur for numerous reasons, some of which are beyond RMRM’s control. Actual results may differ materially from those contained in or implied by RMRM’s forward looking statements as a result of various factors. Forward looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond RMRM’s control. For example:
- Mr. Portnoy states that RMRM expects to fully invest its capital during the first half of 2021 and take advantage of leverage to drive increased returns to shareholders. However, additional investment opportunities may not exist or continue, and RMRM may fail to successfully execute on any such opportunities, or/and generate returns for shareholders.
The information contained in RMRM’s filings with the SEC, including under “Risk Factors” in RMRM’s periodic reports or incorporated therein, identifies other important factors that could cause RMRM’s actual results to differ materially from those stated in or implied by RMRM’s forward looking statements. RMRM’s filings with the SEC are available on the SEC’s website at www.sec.gov.
For these and other reasons, investors should not place undue reliance upon RMRM’s forward-looking statements. Except as required by law, RMRM does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Kevin Barry, Manager, Investor Relations