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Belpointe PREP (NYSE American: OZ) refinances Aster & Links with new loans

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Belpointe PREP, LLC reports that its indirect majority-owned subsidiaries have entered into new financing arrangements for the Aster & Links development in Sarasota, Florida. BPOZ 1991 Main obtained a variable-rate mortgage loan agreement for up to $163.3 million, with an initial advance of $138.3 million, of which about $114.1 million refinanced the remaining balance of a prior construction loan with Bank OZK. The loan bears interest at Term SOFR plus 1.5% and initially matures on October 11, 2027, with two one-year extension options.

BP Mezz 1991 Main entered into a mezzanine loan agreement for up to $40.8 million, secured by its interest in BPOZ 1991 Main, also maturing on October 11, 2027 with two one-year extension options. Approximately $34.6 million from the mezzanine facility and about $17.1 million from the mortgage advance refinanced an existing mezzanine loan with Southern Realty Trust Holdings, LLC. The mezzanine loan bears interest at Term SOFR plus 6.75%, and remaining advances under both facilities may be used for leasing costs, capital expenditures, debt service, carry amounts and earnouts.

Positive

  • None.

Negative

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Insights

Belpointe PREP refinances project debt with new mortgage and mezzanine loans.

Belpointe PREP has restructured the financing for its Aster & Links development through a new senior mortgage and a mezzanine facility. The mortgage loan provides up to $163.3 million of variable-rate funding at Term SOFR plus 1.5%, with an initial maturity on October 11, 2027 and two one-year extensions at the borrower’s option, subject to restrictions. This replaces a prior construction loan with Bank OZK and allocates remaining capacity for project-related uses.

The mezzanine loan adds up to $40.8 million at a higher floating rate of Term SOFR plus 6.75%, secured by the holding company’s interest in the project entity. Roughly $34.6 million from this facility, together with about $17.1 million from the mortgage advance, refinanced an existing mezzanine loan with Southern Realty Trust Holdings, LLC. Future advances under both loans can fund leasing of non-residential space, capital expenditures, debt service, carry amounts and earnouts, so the actual impact will depend on draw levels, interest rate movements and execution of the leasing plan through and beyond the initial 2027 maturity.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 3, 2025 (September 29, 2025)

 

 

 

Belpointe PREP, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40911   84-4412083
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

255 Glenville Road
Greenwich, Connecticut		   06831
(Address or principal executive offices)   (Zip Code)

 

(203) 883-1944

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changes since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class   Trading Symbol   Name of Exchange on which registered
Class A units   OZ   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On September 29, 2025 (the “Effective Date”), BPOZ 1991 Main, LLC, a Delaware limited liability company (“BPOZ 1991 Main”), and indirect majority-owned subsidiary of Belpointe PREP, LLC (together with its subsidiaries, “we,” “us,” “our,” or the “Company”), entered into a variable-rate mortgage loan agreement (the “1991 Main Mortgage Loan Agreement”) with SM Finance III LLC, a Delaware limited liability company (the “Lender”), for up to $163.3 million in principal amount (the “1991 Main Mortgage Loan”), which is secured by our 1991 Main Street, Sarasota, Florida, development project (“Aster & Links”).

 

On the Effective Date, approximately $114.1 million of the initial $138.3 million advance of proceeds under the 1991 Main Mortgage Loan (the “Initial Mortgage Loan Advance”) was used to refinance the remaining balance of our variable rate constriction loan with Bank OZK. Advances under 1991 Main Mortgage Loan will initially bear interest at a fluctuating rate equal to the Term SOFR (as defined in the 1991 Main Mortgage Loan Agreement) plus 1.5%. The remainder of the Initial Mortgage Loan Advance and any additional advances may be used to fund expenses in connection with leasing the non-residential space at Aster & Links, and for certain capital expenditures, debt service, carry amounts and earnouts (the “Permitted Use of Proceeds”). The 1991 Main Mortgage Loan has an initial maturity date of October 11, 2027, and contains two one-year extensions, exercisable at BPOZ 1991 Main’s option, subject to certain restrictions.

 

On the Effective Date BP Mezz 1991 Main, LLC, a Delaware limited liability company (the “BP Mezz 1991 Main”), the holding company for BPOZ 1991 Main and our indirect majority-owned subsidiary, also entered into a mezzanine loan agreement (the “1991 Main Mezzanine Loan Agreement”) with the Lender, for up to $40.8 million in principal amount (the “1991 Main Mezzanine Loan”), which is secured by a pledge of BP Mezz 1991 Main’s interest in BPOZ 1991 Main. The 1991 Main Mezzanine Loan also has an initial maturity date of October 11, 2027, and contains two one-year extensions, exercisable at BP Mezz 1991 Main’s option, subject to certain restrictions.

 

On the Effective Date, approximately $34.6 million of the initial advance of proceeds under the 1991 Main Mezzanine Loan together with approximately $17.1 million from the Initial Mortgage Loan Advance was used to refinance the remaining balance of our mezzanine loan with Southern Realty Trust Holdings, LLC. Advances under the 1991 Main Mezzanine Loan will initially bear interest at a fluctuating rate equal to the Term SOFR (as defined in the 1991 Main Mezzanine Loan Agreement) plus 6.75%. Any additional advances under the 1991 Main Mezzanine Loan may be used for the Permitted Use of Proceeds.

 

The foregoing description of the 1991 Main Mortgage Loan Agreement and 1991 Main Mezzanine Loan Agreement, does not purport to be complete and is qualified in its entirety by reference to the agreements, copies of which we expect to file as exhibits to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

 

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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

 

 

 

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.

 

Dated: October 3, 2025

 

  BELPOINTE PREP, LLC
     
  By: /s/ Brandon E. Lacoff
    Brandon E. Lacoff
    Chairman of the Board and Chief Executive Officer

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

How is Belpointe PREP (OZ) using the proceeds of the new loans?

About $114.1 million of the initial mortgage advance refinanced a prior construction loan with Bank OZK. Approximately $34.6 million of the mezzanine loan, plus about $17.1 million from the mortgage advance, refinanced a mezzanine loan with Southern Realty Trust Holdings, LLC. Remaining and future advances may fund leasing costs for non-residential space, capital expenditures, debt service, carry amounts and earnouts.

What are the interest rates on Belpointe PREP's new mortgage and mezzanine loans?

The mortgage loan initially bears interest at a fluctuating rate equal to Term SOFR plus 1.5%. The mezzanine loan initially bears interest at a fluctuating rate equal to Term SOFR plus 6.75%, as defined in the respective loan agreements.

When do Belpointe PREP's new loans mature and can they be extended?

Both the mortgage and mezzanine loans have an initial maturity date of October 11, 2027. Each includes two one-year extension options exercisable at the relevant borrower’s option, subject to certain restrictions.

What collateral secures Belpointe PREP (OZ)'s new mortgage and mezzanine facilities?

The mortgage loan is secured by the 1991 Main Street, Sarasota, Florida development project known as Aster & Links. The mezzanine loan is secured by a pledge of BP Mezz 1991 Main’s interest in BPOZ 1991 Main, the project-owning entity.

How does this 8-K affect Belpointe PREP's financial obligations?

The 8-K describes the creation of new variable-rate mortgage and mezzanine loan obligations at project-level subsidiaries and the refinancing of existing construction and mezzanine loans associated with the Aster & Links development.