Item 1.01. Entry Into a Material Definitive Agreement.
On August 5, 2024, the board of directors (the "Board") of Invesco Commercial Real Estate Finance Trust, Inc. (the "Company") approved the authorization, designation and offering of shares of the Company's Class D-1 common stock, par value $0.01 per share (the "Class D-1 Shares"), to be sold pursuant to the Company's ongoing continuous private offering (the "Private Offering"), pursuant to exemptions provided by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The preferences, rights, voting powers, restrictions, qualifications, and terms and conditions of the Class D-1 Shares are substantially similar to the rights, preferences and terms of the Company's other classes of common stock, including the same proportional rights to the Company's assets. In connection with the designation of the Class D-1 Shares, the Company amended certain of its documents as described below.
Amended and Restated Advisory Agreement
On August 20, 2024, the Company entered into an Amended and Restated Advisory Agreement (the "A&R Advisory Agreement") by and among the Company, Invesco Commercial Real Estate Finance Investments, LP (the "Operating Partnership"), and Invesco Advisers, Inc. (the "Adviser") in order to make certain updates in connection with the designation of the Class D-1 Shares. Pursuant to the A&R Advisory Agreement, (i) the Company will pay the Adviser in connection with the Class D-1 Shares an amount equal to 1.0% per annum of the net asset value ("NAV") of the Class D-1 Shares; and (ii) the Company will pay the Adviser in connection with the Class D-1 Shares an amount equal to 10% of the Performance Fee Income (as defined in the A&R Advisory Agreement) attributable to the Class D-1 Shares. Additionally, the Company will not indemnify the Adviser or its affiliates for any such liability, claim, damage or loss that is the direct result of gross negligence by the Adviser or its affiliates, including their respective officers, managers, directors, partners and employees acting in such capacity.
The summary of the A&R Advisory Agreement set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the A&R Advisory Agreement, a copy of which is filed herewith and incorporated by reference herein.
Amended and Restated Dealer Manager Agreement
On August 20, 2024, the Company entered into an Amended and Restated Dealer Manager Agreement (the "A&R DMA") by and among the Company and Invesco Distributors, Inc. (the "Dealer Manager") in order to make certain updates in connection with the addition of the Class D-1 Shares to the Private Offering. Pursuant to the A&R DMA, the Dealer Manager, and participating distribution agents, will solicit purchasers of the Class D-1 Shares on a "best efforts" basis in the Private Offering. In exchange, the Company will pay the Dealer Manager (i) upfront selling commissions of up to 1.5% of the transaction price for the Class D-1 Shares (which the transaction price will generally be equal to the prior month's NAV per Class D-1 Share); and (ii) stockholder servicing fees with respect to Class D-1 Shares equal to 0.25% per annum of the aggregate NAV of the outstanding Class D-1 Shares. It is expected that the Dealer Manager will reallow the upfront selling commissions and stockholder servicing fees to distribution agents participating in the Private Offering. Until such time as there are Class D-1 Shares are outstanding, the purchase price for the Class D-1 Shares will equal the transaction price for the Class D Shares, plus upfront selling commissions.
The summary of the A&R DMA set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the A&R DMA, a copy of which is filed herewith and incorporated by reference herein.
On August 16, 2024, the Company entered into the First Amendment to Revolving Credit Facility with INCREF Borrower, LLC ("Borrower"), the Adviser, and Goldman Sachs Bank USA, as Administrative Agent and as a Lender, which amended the terms of the Credit Agreement, dated December 11, 2023 among the Company, the Borrower, the Adviser and Goldman Sachs (the "Original Credit Agreement"), to, among other things, increase the borrowing capacity under the Original Credit Agreement from $100 million to $250 million.
Also on August 16, 2024, the Company entered into Amendment No. 3 to the Subscription Agreement, dated March 23, 2023 (as previously amended on August 11, 2023 and August 24, 2023, the "Subscription Agreement") between the Company and Invesco Realty, Inc. ("IRE"). Amendment No. 3 amended the Subscription Agreement to clarify IRE's subscription obligations after the Company's repurchase of its and to provide that the Company may pledge both the Initial Commitment Amount and the Additional Commitment Amount (as defined therein) in favor of a lender. Amendment No. 3 also amended the Subscription Agreement to provide that a lender under a lending facility may call the Initial Commitment Amount and the Additional Commitment Amount for purposes of repaying indebtedness.
Each of the summaries of the First Amendment to the Original Credit Agreement and Amendment No. 3 to the Subscription Agreement set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the First
Amendment to the Original Credit Agreement and Amendment No. 3 to the Subscription Agreement, respectively, a copy of each of which is filed herewith and incorporated by reference herein.