UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 1.01 – Entry into a Material Definitive Agreement.
On December 7, 2023, AB CRE PDF TNVA1 LLC (“TNVA1”), a wholly owned subsidiary of AB Commercial Real Estate Private Debt Fund, LLC (the “Fund”), entered into a Loan and Security Agreement (the “HSBC Loan and Security Agreement”) by and among TNVA1, as borrower, HSBC Bank USA, National Association (“HSBC”), as administrative agent for itself and the other lenders signatory thereto, and the lenders signatory thereto (the “Lenders”) as part of a “note-on-note” loan (the “HSBC TNVA1 Loan”) transaction.
The Lenders have made the HSBC TNVA1 Loan in the aggregate principal amount of $151 million. The HSBC TNVA1 Loan generally bears interest at a rate per annum equal to the greater of (i) Term SOFR plus a margin of 2.25%, with a 0.0% floor on Term SOFR and (ii) 5.25%. The HSBC TNVA1 Loan is secured by a first priority security interest in certain collaterally assigned loans.
In connection with the HSBC TNVA1 Loan, the Fund undertook obligations to guaranty the payment of the HSBC TNVA1 Loan in an amount equal to the lesser of (i) 35% of the outstanding principal balance of the HSBC TNVA1 Loan and (ii) $52.8 million.
The HSBC Loan and Security Agreement includes customary covenants, reporting requirements, and other customary requirements applicable to the Fund and TNVA1 and provides for events of default and acceleration provisions customary for a loan of its type.
The HSBC TNVA1 Loan has an initial maturity date of December 7, 2026, unless the HSBC Loan and Security Agreement is either extended or sooner terminated in accordance with its terms.
The foregoing description of the HSBC TNVA1 Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the HSBC Loan and Security Agreement attached hereto as Exhibit 10.1.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Loan and Security Agreement, dated as of December 7, 2023, by and among AB CRE PDF TNVA1 LLC, as Borrower, HSBC Bank USA, National Association, as administrative agent for itself and the other Lenders signatory thereto, and the Lenders signatory thereto.* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules and/or exhibits to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 13, 2023 | AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC | |||||
| By: | /s/ Neal Kalechofsky | |||||
| Neal Kalechofsky | ||||||
| Secretary | ||||||