Elme Communities
For the period ended Jul 30, 2025. Filed Aug 4, 2025.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jul 30, 2025 · Filed Aug 4, 2025
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Contents
Commitment Letter
In connection with entering into the Purchase Agreement and approval of the Plan of Sale and Liquidation (as defined below) by the Board, the Trust obtained a commitment to provide debt financing in the original principal amount of
$520 million (or $565 million if the Delayed Property is not included in the closing of the Portfolio Sale Transaction) (the “Loan”) which will be secured by substantially all of the Trust’s real estate assets and subsidiary equity interests that remain after the closing under the Purchase Agreement, pursuant to a commitment letter (the “Commitment Letter”) from Goldman Sachs Bank USA. The Loan will have an initial term of one year with aone-year extension option, that may be exercised subject to certain conditions specified in the Commitment Letter. The funding of the Loan provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including but not limited to (a) execution and delivery of definitive documentation with respect to the Loan in accordance with the terms set forth in the Commitment Letter, and (b) closing of the Portfolio Sale Transaction. The actual documentation governing the Loan has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the Commitment Letter.
A copy of the Commitment Letter is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Commitment Letter does not purport to be complete and it is qualified in its entirety by reference to the full text of the Commitment Letter.
Item 7.01 Regulation FD Disclosure.
On August 4, 2025, the Trust issued (i) a press release announcing, among other things, the entry into the Purchase Agreement and the Board’s approval of the Plan of Sale and Liquidation, attached as Exhibit 99.1 and (ii) a set of frequently asked questions regarding the Portfolio Sale Transaction and Plan of Sale and Liquidation, attached as Exhibit 99.2.
This information is being furnished pursuant to Item 7.01 of Form 8-K. This information, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to liabilities of that section, and is not incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
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