ABCP 8-K
AmBase Corp (ABCP)
8-K
2026-03-04
For: 2026-03-02
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 4, 2026 (March 2, 2026 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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(Address of principal executive offices, including zip code)
(201 ) 265-0169
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None.
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 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry Into a Material Definitive Agreement.
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As previously disclosed in periodic reports filed by AmBase Corporation (the “Company”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Company’s financial statements have expressed a qualification about the Company’s ability to continue as a going concern and the Company has been considering various alternatives to provide the necessary cash resources to continue operations and
continue the litigation related to the 111 West 57th Property.
The Company has been considering and evaluating various strategic funding and financing alternatives in order to raise capital. Possible
funding alternatives considered have included a variety of sources, including but not limited to litigation funding agreements, offerings of equity or debt securities, loans, or any combination thereof with third parties, existing shareholders of the
Company and/or Company management.
Litigation Funding Agreement and Summary of Terms
In order to provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Property, and pay amounts currently
owed, on March 2, 2026, the Company and Mr. Richard A. Bianco, the Company’s Chairman, President and Chief Executive Officer (“RAB”) entered into a Litigation Funding Agreement (the “RAB 2026 LFA”), pursuant to which the Company and RAB have agreed
that RAB will provide up to an aggregate initial amount of Six Million Dollars ($6,000,000) (plus such additional amounts as may be necessary from time to time and as agreed to by the Company and RAB at such time).
The RAB 2026 LFA amount shall be used as follows: Upon execution of the RAB 2026 LFA by all parties the several promissory notes between RAB and the Company outstanding
as of such date in the aggregate principal amount of Four Million Dollars ($4,000,000) (the “RAB Promissory Notes”), shall be deemed converted to the RAB 2026 LFA. The accrued but unpaid interest on the RAB Promissory Notes of approximately two
hundred twenty thousand ($220,000) shall stay outstanding and continue to accrue interest on the same terms as the RAB Promissory Notes but the maturity date of this indebtedness shall be three (3) years from the end of the month of the execution
date of the RAB 2026 LFA. Additionally, Bianco shall, (i) within five (5) business days of the execution of this RAB 2026 LFA, pay to the Company by wire transfer of immediately available funds, One Million Dollars ($1,000,000) to be used to pay a
portion of outstanding litigation related expenses and (ii) within thirty (30) days of the execution of this RAB 2026 LFA, in whole or in part, pay to the Company by wire transfer of immediately available funds an aggregate of One Million Dollars
($1,000,000) to be retained and used by the Company for working capital needs and certain other litigation related expenses, including expert witness fees, consulting fees and disbursements incurred by the Company or reasonably anticipated to be
incurred by the Company.
The following is a description of the principal terms of the RAB 2026 LFA.
In consideration for RAB’ commitment to provide the Litigation Fund Amount, the Company shall distribute any and all consideration it actually receives in connection
with any Future Recovery Litigation, including an amount in cash equal to the fair market value of any non-cash consideration received, whether by judgment, award, order, settlement or otherwise, including, without limitation, any damages (punitive
or otherwise), penalties, or interest (such amounts, collectively, the “Litigation Proceeds”) as follows:
Twenty-five percent (25%) of all Litigation Proceeds that are in excess of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Preliminary Company Preference Amount”) to RAB, pursuant to the 2017 LFA.
The remaining seventy-five percent (75%) of all Litigation Proceeds that are in excess of the Preliminary Company Preference Amount, plus the Preliminary Company Preference Amount, to RAB and the Company as follows:
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If and to the extent the Litigation Proceeds are received after the Funding Date but on or before September 30, 2026: (x) first, to RAB until the aggregate amount received by RAB hereunder equals the
sum of the Litigation Fund Amount plus an amount equal to fifty percent (50%) of the aggregate Litigation Fund Amount, and (y) then, the remaining Litigation Proceeds, if any, to the Company; and
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If and to the extent the Litigation Proceeds are received after September 30, 2026 but on or before the twelve (12) month anniversary of the Funding Date: (x) first, to RAB until the aggregate amount
received by RAB hereunder equals the sum of the Litigation Fund Amount plus one (1) times the aggregate Litigation Fund Amount, and (y) then, the remaining Litigation Proceeds, if any, to the Company.
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If and to the extent the Litigation Proceeds are received after the twelve (12) month anniversary of the Funding Date but on or before the twenty four (24) month anniversary of the Funding Date: (x)
first, to RAB until the aggregate amount received by RAB hereunder equals the sum of the Litigation Fund Amount plus one and one-half (1.5) times the aggregate Litigation Fund Amount, and (y) then, the remaining Litigation Proceeds, if any,
to the Company.
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If and to the extent the Litigation Proceeds are received after the twenty-four (24) month anniversary of the Funding Date]: (x) first, to RAB until the aggregate amount received by RAB hereunder
equals the sum of the Litigation Fund Amount plus one and eight tenths (1.8) times the aggregate Litigation Fund Amount, and (y) then, the remaining Litigation Proceeds, if any, to the Company.
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The RAB 2026 LFA also contains customary representations and warranties and agreements of the Company and RAB and customary indemnification rights and obligations of the
parties.
The foregoing description of the RAB 2026 LFA is qualified entirely by reference to that agreement. A copy of the RAB 2026 LFA is filed herewith as Exhibit 10.1 and is
incorporated herein by reference.
The terms of the RAB 2026 LFA were evaluated by a Special Committee of the Board comprised of one independent director, advised by the Company’s outside litigation
counsel and outside securities counsel. Based upon review and consideration by the Special Committee of various factors, including review of the existing litigation related to the 111 West 57th Property, the results of the prior search for litigation
funding alternatives, the Company’s need for financing, and the terms of the RAB 2026 LFA, the Special Committee determined that the RAB 2026 LFA was fair and in the best interests of the Company and its stockholders, and the Board of Directors
ratified and approved the determinations of the Special Committee.
Additionally, the Company currently has a note payable issued in August 2024 to BARC Investments LLC (“BARC”) of two million dollars
($2,000,000) plus accrued interest (the “2024 BARC Note”). Pursuant to the 2024 BARC Note, the amounts due BARC, at its option, can be converted into a litigation funding agreement pari-pasu with other litigation funding entity(ies). In order to
allow the Company to use its existing working capital and the proceeds of the Litigation Fund Amount (as defined in the LFA agreements) to be provided by other Funders to finance the Company’s continued expenses with respect to the Future Recovery
Litigation, rather than be required to apply or reserve such working capital and proceeds for repayment of the 2024 BARC Note, BARC exercised its option under the 2024 BARC Note and the Company and BARC have entered into an agreement (the “BARC 2026
LFA”) pursuant to which BARC will convert the Two Million Dollars ($2,000,000) principal amount of the 2024 BARC Note, plus such additional amounts as may be necessary from time to time and as agreed to by the Company and BARC at such time, into a
right to receive Litigation Proceeds on terms pari-passu with those provided under the RAB 2026 LFA. Those terms will therefore further reduce the Company’s share of any future Litigation Proceeds. The accrued but unpaid interest on the 2024 BARC
Note of approximately two hundred thousand ($200,000) shall stay outstanding and continue to accrue interest on the same terms as the 2024 BARC Note but the maturity date of this indebtedness shall be three (3) years from the end of the month of the
execution date of the BARC 2026 LFA.
The foregoing description of the BARC 2026 LFA is qualified entirely by reference to that agreement. A copy of the BARC 2026 LFA is filed herewith as Exhibit 10.2 and
is incorporated herein by reference.
As previously disclosed in the reports filed by the Company under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), the Company’s financial statements have expressed a qualification about the Company’s ability to continue as a going concern.
In order to continue as a going concern and fund anticipated future litigation expenses, the Company will need to raise additional capital. The Company continues to
explore all possible strategic alternatives to meet is capital needs, including but not limited to, raising additional capital through the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from
affiliates of the Company, financial institutions or other stockholders of the Company, litigation funding agreements from affiliates of the Company, financial institutions, other stockholders of the Company, or other third parties, and seeking
recoveries from various sources. The Company intends for any sales of debt or equity securities or any borrowings from any parties to be on market terms to be agreed upon at the time of any transaction. However, there can be no assurance that the
Company will be able to raise capital or obtain financing on terms acceptable to the Company, if at all.
As noted above, the Company continues to explore all possible strategic alternatives to meet its capital needs. Litigation funding agreements are special types of
financing arrangements that generally are structured so that the litigation funder would receive back their initial funding amount first (i.e. before any recovery is received by the Company), plus an additional multiple ranging from 1.0 times to 3.5
times the amount funded (depending on various factors), plus depending on the funder, additional fees, expenses, interest and potentially an additional percentage of the total recovery received. If the Company continues to source capital through one
or more litigation funding agreements, there can be no assurance that the Company would be able to secure any such additional litigation funding on acceptable terms or at all.
While the Company’s management is evaluating future courses of action to protect and/or recover the value of the Company’s equity investment in the 111 West 57th
Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time and substantial additional capital. The Company continues
to explore all possible strategic alternatives to meet is capital needs, including but not limited to, raising additional capital through the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from
affiliates of the Company, financial institutions or other stockholders of the Company, litigation funding agreements from affiliates of the Company, financial institutions, other stockholders of the Company, or other third parties, and seeking
recoveries from various sources. Inability to recover all or most of such value would, in all likelihood, have a material adverse effect on the Company’s financial condition and future prospects. The Company can give no assurances with regard if it
will prevail with respect to any of its claims.
With respect to its disputes and litigation relating to its interest in the 111 West 57th Property, the Company is pursuing, and will
continue to pursue, other options to realize the Company’s investment value, various legal courses of action to protect its legal rights, recovery of its asset value from various sources of recovery, as well as considering other possible economic
strategies, including the possible sale of the Company’s interest in and/or rights with respect to the 111 West 57th Property; however, there can be no assurance that the Company will prevail with respect to any of its claims.
The information in this Current Report on Form 8-K should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2024 and
quarterly report on Form 10-Q for the quarter ended September 30, 2025 (collectively, the “Prior Periodic Reports”). A more complete discussion of the Company’s financial condition and results of operations are also set forth in the Prior Periodic
Reports, including without limitation the disclosures under the headings “Risk Factors” and “Cautionary Statement for Forward-Looking Information.”
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
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Exhibit Number
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Exhibit Title
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RAB 2026 LFA between Richard A. Bianco (“RAB”) and the Company.
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BARC 2026 LFA between BARC Investments LLC (“BARC”) and the Company.
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104.1
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The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.
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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.
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AMBASE CORPORATION
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By
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/s/ John Ferrara | ||
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John Ferrara
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Vice President and Chief Financial Officer and Controller
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AmBase Corporation
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Date: March 4, 2026
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Exhibit 10.1
LITIGATION FUNDING AGREEMENT
March 2, 2026
Mr. Richard A. Bianco
350 South Ocean Boulevard, Apt. 9A
Boca Raton, FL 33432
| Re: |
Future Recovery – 2026 Litigation Funding Agreement (“RAB 2026 LFA”)
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Dear Mr. Bianco:
This letter agreement (the “RAB 2026 LFA”) is by and
between AmBase Corporation, a Delaware corporation (the “Company”) and Richard A. Bianco, the Company’s Chairman, President and Chief Executive Officer (“RAB”).
On June 28, 2013, 111 West 57th Investment LLC, a subsidiary of the Company (“Investment LLC”), entered into a joint venture agreement with 111 West 57th Sponsor LLC (the “Sponsors”), pursuant to which Investment LLC
invested in a real estate development property to purchase and develop certain real property located at 111 West 57th Street (the “111 West 57th Property”). In
consideration for making the investment, Investment LLC was granted a membership interest in 111 West 57th Partners LLC (“111 West 57th Partners”), which indirectly
acquired the 111 West 57th Property (the “Joint Venture”).
The Company has been since 2017 and is currently party
to certain ongoing litigation with the Sponsors and certain of the lenders in the 111 West 57th Street Property project, and seeks to recover value for the Company with respect to its equity investment in the
111 West 57th Street Property, whether by direct recovery or from asserting claims against the Sponsors, their principals and/or certain of the lenders, and including any appeals with respect to such proceedings (collectively, “Future Recovery Litigation”).
In order to
finance the Company’s expenses with respect to the Future Recovery Litigation, the Company previously entered into that certain Litigation Funding Agreement, dated as of
September 26, 2017, by and between the Company and RAB, as amended by that certain Amendment to the Litigation Funding Agreement dated as of May 20, 2019 (as amended, the “2017 LFA”).
In order to (i) allow the Company to use its existing working capital and the proceeds of the Litigation Fund Amount (as defined below) to
finance the Company’s continued expenses with respect to the Future Recovery Litigation, rather than be required to apply or reserve such working capital and proceeds for repayment of existing indebtedness due to RAB, the Company and RAB have agreed
that RAB will convert up to an initial amount of Four Million Dollars ($4,000,000) hereunder, and (ii) finance the Company’s continued expenses with respect to the Future Recovery Litigation, the Company and RAB have agreed that RAB will fund up to
an initial amount of Two Million Dollars ($2,000,000) hereunder, for an aggregate initial amount of Six Million Dollars ($6,000,000) (the “Immediate Funding Amount”)
plus such additional amounts as may be necessary from time to time and as agreed to by the Company and RAB at such time (the Immediate Funding Amount, plus such additional amounts, collectively, the “RAB Litigation Fund Amount”).
The parties hereto acknowledge and agree that certain other parties may also provide funding in connection with the Future Recovery
Litigation, and that such other parties would also be entitled to receive Litigation Proceeds (as defined below), pro rata in proportion to the funding amount provided by each such party, pursuant to separate litigation funding agreements. Such other
parties executing other litigation funding agreements together with RAB shall be “Funders” hereunder. The amount provided by all Funders pursuant to their respective
litigation funding agreements shall be the “Litigation Fund Amount” hereunder.
This RAB 2026 LFA shall memorialize the mutual agreement of RAB and the Company with respect to any amounts to be provided by RAB to fund
Future Recovery Litigation and the sharing of any financial recovery resulting from such litigation. The parties hereto acknowledge and agree as follows:
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Upon execution of this RAB 2026 LFA by all parties, all principal amounts outstanding as of the date of this RAB 2026 LFA pursuant to those certain Promissory Notes between RAB and the
Company (the “Promissory Notes”), in the aggregate amount of Four Million Dollars ($4,000,000), shall be deemed converted pursuant to this RAB 2026 LFA, and
such amounts that are so converted are payable only in accordance with the terms of this RAB 2026 LFA. Notwithstanding the foregoing, the accrued but unpaid interest pursuant to the Promissory Notes, in the total amount of approximately Two
Hundred Twenty Thousand Dollars ($220,000), shall remain outstanding and continue to accrue interest on the same terms as set forth in the Promissory Notes provided that the maturity date of such indebtedness shall be three (3) years from the
end of the month immediately following the execution date of this RAB 2026 LFA. Additionally, RAB shall, (i) within five (5) business days of the execution of this RAB 2026 LFA, pay to the Company by wire transfer of immediately available
funds, One Million Dollars ($1,000,000) (the “Initial Litigation Expense Amount”) to be used to pay a portion of the Company’s outstanding litigation related
expenses, and (ii) within thirty (30) days of the execution of this RAB 2026 LFA, pay to the Company, by wire transfer of immediately available funds, an aggregate of One Million Dollars ($1,000,000) (the “Working Capital Expense Amount”, and together with the Initial Litigation Expense Amount, the “Initial LFA
Funding Amount”) to be retained and used by the Company for working capital needs and certain other litigation related expenses, including expert witness fees, consulting fees and disbursements incurred by the Company or reasonably
anticipated to be incurred by the Company. For the purposes of this RAB 2026 LFA, “business day” means a day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required to close. The
date that the entire Initial LFA Funding Amount is received by the Company shall be deemed to be the “Funding Date”.
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RAB shall, within ten (10) business days of a written request from the Company, provided any such request is received on or before March 31, 2028, pay to the Company by wire transfer of
immediately available funds, such other additional amounts as may be mutually agreed to by RAB and the Company to be additional amounts included in the RAB Litigation Fund Amount, to pay for other continuing working capital needs of the
Company and other continuing litigation costs and expenses, or to repay any loans or debts accrued by the Company in order to pay for such costs and expenses, including attorneys’ fees, expert witness fees, consulting fees and disbursements
incurred by the Company or reasonably anticipated to be incurred by the Company in connection with any proceedings (i) involving the Sponsors and/or the lenders in the 111 West 57th Street Property project, or (ii) seeking to recover value
for the Company with respect to its equity investment in the 111 West 57th Street Property. The foregoing provision shall not impose upon either RAB or the Company any obligation to negotiate for the provision or receipt of any additional
amounts to be included in the RAB Litigation Fund Amount.
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In consideration for the Funders’ commitment to provide the Litigation Fund Amount, the Company shall distribute any and all consideration it actually receives in connection with any Future
Recovery Litigation, including an amount in cash equal to the fair market value of any non-cash consideration received, whether by judgment, award, order, settlement or otherwise, including, without limitation, any damages (punitive or
otherwise), penalties, or interest (such amounts, collectively, the “Litigation Proceeds”) as follows:
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Twenty-five percent (25%) of all Litigation Proceeds that are in excess of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Preliminary Company Preference Amount”) to RAB, pursuant to the 2017 LFA. The remaining seventy-five percent (75%) of all Litigation Proceeds that are in excess of the Preliminary Company Preference
Amount, plus the Preliminary Company Preference Amount, to the Funders (pro rata in proportion to the Litigation Fund Amount
provided by each Funder) and the Company as follows:
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If and to the extent the Litigation Proceeds are received after the Funding Date but on or before September 30, 2026: (x) first, to the Funders (pro rata in proportion to the Litigation
Fund Amount provided by each Funder) until the aggregate amount received by the Funders hereunder equals the sum of the Litigation Fund Amount plus an amount equal to fifty percent (50%) of the aggregate Litigation Fund Amount, and (y) then,
the remaining Litigation Proceeds, if any, to the Company; and
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If and to the extent the Litigation Proceeds are received after September 30, 2026 but on or before the twelve (12) month anniversary of the Funding Date: (x) first, to the Funders (pro
rata in proportion to the Litigation Fund Amount provided by each Funder)until the aggregate amount received by the Funders hereunder equals the sum of the Litigation Fund Amount plus one (1) times the aggregate Litigation Fund Amount, and
(y) then, the remaining Litigation Proceeds, if any, to the Company.
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If and to the extent the Litigation Proceeds are received after the twelve (12) month anniversary of the Funding Date but on or before the twenty four (24) month anniversary of the Funding
Date: (x) first, to the Funders (pro rata in proportion to the Litigation Fund Amount provided by each Funder) until the aggregate amount received by the Funders hereunder equals the sum of the Litigation Fund Amount plus one and one-half
(1.5) times the aggregate Litigation Fund Amount, and (y) then, the remaining Litigation Proceeds, if any, to the Company.
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If and to the extent the Litigation Proceeds are received after the twenty-four (24) month anniversary of the Funding Date: (x) first, to the Funders (pro rata in proportion to the
Litigation Fund Amount provided by each Funder) until the aggregate amount received by the Funders hereunder equals the sum of the Litigation Fund Amount plus one and eight tenths (1.8) times the aggregate Litigation Fund Amount, and (y)
then, the remaining Litigation Proceeds, if any, to the Company.
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Illustrative examples of the distributions of the Litigation Proceeds have been contemporaneously shared between the Company and RAB (the “Illustrative Examples”).
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For avoidance of doubt, Litigation Proceeds shall include anything of value, including any property or other non-cash consideration, received from any Sponsor, lender, and/or their
respective affiliates, shareholders, partners, members, managers, officers and directors or any other individuals connected to the 111 West 57th Property project, as a result of any Future Recovery Litigation. If there is a dispute regarding
the appropriate valuation of any non-cash portion of the Litigation Proceeds and the parties are unable to resolve such dispute within twenty (20) business days, then either party may submit the dispute for arbitration pursuant to Section 11
of this RAB 2026 LFA.
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Other than pursuant to Section 5 of this RAB 2026 LFA, the Company hereby agrees that it shall not, without the prior written consent of RAB, create, incur, assume or permit to exist any
new lien or encumbrance on the Litigation Proceeds, grant any other person or entity any rights in the Litigation Proceeds superior to the rights of RAB, or otherwise grant any person or entity any rights that have the effect or could
reasonably have the effect of hindering, delaying, or diluting RAB’s right to receive the payments provided in this RAB 2026 LFA.
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The Company shall distribute any Litigation Proceeds it receives within five (5) business days of receipt of such amounts in accordance with the terms of this RAB 2026 LFA. For avoidance of
doubt, the Litigation Fund Amount shall only become due and payable by the Company upon the receipt of, and to the extent of, any Litigation Proceeds.
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This RAB 2026 LFA commenced on the date hereof and shall continue in effect until (a) the final resolution of all Future Recovery Litigation pursuant to (i) a final, non-appealable judgment
of a court of competent jurisdiction or (ii) a written settlement agreement between the Company and the respective defendants in such proceedings, and (b) the disbursement in full of all Litigation Proceeds, if any, in accordance with this
RAB 2026 LFA, unless the RAB 2026 LFA is earlier terminated by the mutual written agreement of all parties hereto.
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This RAB 2026 LFA constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to such subject matter.
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This RAB 2026 LFA shall inure to the benefit of, and be binding upon, the successors, heirs and permitted assigns of each of the parties hereto. The Company may not assign the RAB 2026 LFA
or its rights and obligations hereunder to another person without RAB’s prior written consent, which consent may be withheld in RAB’s sole discretion. RAB may, at any time, without the consent of the Company, assign to one or more assignees
all or a portion of its rights and obligations under this RAB 2026 LFA (including the right to receive all or a portion of the Litigation Proceeds due to RAB hereunder).
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This RAB 2026 LFA shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws. Any claim or dispute arising
out of or in any way relating to this agreement or its alleged breach shall be determined in a binding arbitration by a single arbitrator that is a retired State or Federal court judge. The arbitration shall be administered by the American
Arbitration Association under its commercial dispute resolution procedures which are in effect at the time of the arbitration. The arbitration shall take place in New York City. The parties may seek, from a court of competent jurisdiction,
provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving their right to arbitration and, for such purposes, each party irrevocably consents to the jurisdiction of any of the courts
of the State of New York in New York County, and the United States District Court for the Southern District of New York. However, the merits of the action that involves such provisional remedies or injunctive relief, including without
limitation, the terms of any permanent injunction, shall be determined by arbitration under this Section 11. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
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This RAB 2026 LFA shall not be modified, amended or supplemented except by a written agreement signed by the parties hereto. This RAB 2026 LFA may be executed in any number of counterparts
(and by facsimile), each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this RAB 2026 LFA by facsimile, electronic
portable document format (PDF) file or other means of electronic transmission will be as effective as delivery of a manually executed counterpart to this RAB 2026 LFA.
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[Remainder of page left intentionally blank; signature page follows]
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Please confirm your agreement to the foregoing by signing a copy of this RAB 2026 LFA where indicated below and returning it to the undersigned.
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Sincerely,
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AMBASE CORPORATION,
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a Delaware corporation
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By:
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/s/John Ferrara
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John Ferrara
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Vice President and Chief Financial Officer and Controller
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Acknowledged and Agreed:
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/s/ Richard A. Bianco
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Richard A. Bianco
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Exhibit 10.2
LITIGATION FUNDING AGREEMENT
March 2, 2026
BARC Investments, LLC
c/o Barry M. Straus Assoc. LTD.
307 Fifth Ave, 8th Floor
New York, NY 10016
Attn: BARC Members & Michael Canter
| Re: |
Future Recovery – 2026 Litigation Funding Agreement (“BARC 2026 LFA”)
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Dear BARC Investments, LLC:
This letter agreement (the “BARC 2026 LFA”) is by and between AmBase
Corporation, a Delaware corporation (the “Company”) and BARC Investments, LLC (“BARC”).
On June 28, 2013, 111 West 57th Investment LLC, a subsidiary of the Company (“Investment
LLC”), entered into a joint venture agreement with 111 West 57th Sponsor LLC (the “Sponsors”), pursuant to which Investment LLC invested in a real estate development
property to purchase and develop certain real property located at 111 West 57th Street (the “111 West 57th Property”). In consideration for making the investment, Investment LLC
was granted a membership interest in 111 West 57th Partners LLC (“111 West 57th Partners”), which indirectly acquired the 111 West 57th Property (the “Joint Venture”).
The Company has been since 2017 and is currently party to certain ongoing litigation with the Sponsors and certain of the lenders in the 111 West 57th Street Property project, and seeks to recover value for the Company with respect to its equity investment in the 111 West 57th
Street Property, whether by direct recovery or from asserting claims against the Sponsors, their principals and/or certain of the lenders, and including any appeals with respect to such proceedings (collectively, “Future Recovery Litigation”).
In order to finance the
Company’s expenses with respect to the Future Recovery Litigation, the Company previously entered into that certain Litigation Funding Agreement, dated as of September 26, 2017, by
and between the Company and Richard A. Bianco, the Company’s Chairman, President and Chief Executive Officer (“Bianco”), as amended by that certain Amendment to the Litigation Funding Agreement dated as of May 20, 2019 (as amended, the “2017 LFA”).
In order to allow the Company to use its existing working capital and the proceeds of the Litigation Fund Amount (as defined below) to be provided by
other Funders to finance the Company’s continued expenses with respect to the Future Recovery Litigation, rather than be required to apply or reserve such working capital and proceeds for repayment of existing indebtedness due to BARC, and pursuant
to the Promissory Note (as defined below), the amounts due BARC, at its option, can be converted into a litigation funding agreement pari-pasu with any other litigation funding entity(ies), the Company and BARC have agreed that BARC will convert up
to an initial amount of Two Million Dollars ($2,000,000) (the “Immediate Funding Amount”), plus such additional amounts as may be necessary from time to time and as agreed to by
the Company and BARC at such time (the Immediate Funding Amount, plus such additional amounts, collectively, the “BARC Litigation Fund Amount”).
The parties hereto acknowledge and agree that certain other parties, including Bianco, may also provide funding in connection with the Future Recovery
Litigation, and that such other parties would also be entitled to receive Litigation Proceeds (as defined below), pro rata in proportion to the funding amount provided by each such party, pursuant to separate litigation funding agreements. Such other
parties executing other litigation funding agreements together with BARC shall be “Funders” hereunder. The amount provided by all Funders pursuant to their respective litigation
funding agreements shall be the “Litigation Fund Amount” hereunder.
This BARC 2026 LFA shall memorialize the mutual agreement of BARC and the Company with respect to any amounts to be provided by BARC to fund Future
Recovery Litigation and the sharing of any financial recovery resulting from such litigation. The parties hereto acknowledge and agree as follows:
| 1. |
Upon execution of this BARC 2026 LFA by all parties, all principal amounts outstanding as of the date of this BARC 2026 LFA pursuant to that certain Senior Promissory Note between BARC and the
Company (the “Promissory Note”), in the aggregate amount of Two Million Dollars ($2,000,000), shall be deemed converted pursuant to this BARC 2026 LFA , and such amounts
that are so converted are payable only in accordance with the terms of this BARC 2026 LFA . Notwithstanding the foregoing, the accrued but unpaid interest pursuant to the Promissory Notes, in the total amount of approximately Two Hundred
Thousand Dollars ($200,000), shall remain outstanding and continue to accrue interest on the same terms as set forth in the Promissory Note provided that the maturity date of such indebtedness shall be three (3) years from the end of the
month immediately following the execution date of this BARC 2026 LFA . For the purposes of this BARC 2026 LFA, “business day” means a day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are
authorized or required to close. The date that the entire initial funding amount from Bianco is received by the Company pursuant to that certain 2026 Litigation Funding Agreement between Bianco and the Company shall be deemed to be the “Funding Date”.
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| 2. |
BARC shall, within ten (10) business days of a written request from the Company, provided any such request is received on or before March 31, 2028, pay to the Company by wire transfer of immediately
available funds, such other additional amounts as may be mutually agreed to by BARC and the Company to be additional amounts included in the BARC Litigation Fund Amount, to pay for other continuing working capital needs of the Company and
other continuing litigation costs and expenses, or to repay any loans or debts accrued by the Company in order to pay for such costs and expenses, including attorneys’ fees, expert witness fees, consulting fees and disbursements incurred by
the Company or reasonably anticipated to be incurred by the Company in connection with any proceedings (i) involving the Sponsors and/or the lenders in the 111 West 57th Street Property project, or (ii) seeking to recover value for the
Company with respect to its equity investment in the 111 West 57th Street Property. The foregoing provision shall not impose upon either BARC or the Company any obligation to negotiate for the provision or receipt of any additional amounts to
be included in the BARC Litigation Fund Amount.
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| 3. |
In consideration for the Funders’ commitment to provide the Litigation Fund Amount, the Company shall distribute any and all consideration it actually receives in connection with any Future Recovery
Litigation, including an amount in cash equal to the fair market value of any non-cash consideration received, whether by judgment, award, order, settlement or otherwise, including, without limitation, any damages (punitive or otherwise),
penalties, or interest (such amounts, collectively, the “Litigation Proceeds”) as follows:
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| • |
Twenty-five percent (25%) of all Litigation Proceeds that are in excess of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Preliminary Company Preference Amount”) to Bianco, pursuant to the 2017 LFA. The remaining seventy-five percent (75%) of all Litigation Proceeds that are in excess of the Preliminary Company Preference Amount, plus the Preliminary Company Preference Amount, to the Funders (pro rata in proportion to the Litigation Fund Amount provided by each Funder) and
the Company as follows:
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If and to the extent the Litigation Proceeds are received after the Funding Date but on or before September 30, 2026: (x) first, to the Funders (pro rata in proportion to the Litigation Fund Amount
provided by each Funder) until the aggregate amount received by the Funders hereunder equals the sum of the Litigation Fund Amount plus an amount equal to fifty percent (50%) of the aggregate Litigation Fund Amount, and (y) then, the
remaining Litigation Proceeds, if any, to the Company; and
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If and to the extent the Litigation Proceeds are received after September 30, 2026 but on or before the twelve (12) month anniversary of the Funding Date: (x) first, to the Funders (pro rata in
proportion to the Litigation Fund Amount provided by each Funder) until the aggregate amount received by the Funders hereunder equals the sum of the Litigation Fund Amount plus one (1) times the aggregate Litigation Fund Amount, and (y) then,
the remaining Litigation Proceeds, if any, to the Company.
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If and to the extent the Litigation Proceeds are received after the twelve (12) month anniversary of the Funding Date but on or before the twenty four (24) month anniversary of the Funding Date: (x)
first, to the Funders (pro rata in proportion to the Litigation Fund Amount provided by each Funder) until the aggregate amount received by the Funders hereunder equals the sum of the Litigation Fund Amount plus one and one-half (1.5) times
the aggregate Litigation Fund Amount, and (y) then, the remaining Litigation Proceeds, if any, to the Company.
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If and to the extent the Litigation Proceeds are received after the twenty-four (24) month anniversary of the Funding Date: (x) first, to the Funders (pro rata in proportion to the Litigation Fund
Amount provided by each Funder) until the aggregate amount received by the Funders hereunder equals the sum of the Litigation Fund Amount plus one and eight tenths (1.8) times the aggregate Litigation Fund Amount, and (y) then, the remaining
Litigation Proceeds, if any, to the Company.
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Illustrative examples of the distributions of the Litigation Proceeds have been contemporaneously shared between the Company and BARC (the “Illustrative Examples”).
| 4. |
For avoidance of doubt, Litigation Proceeds shall include anything of value, including any property or other non-cash consideration, received from any Sponsor, lender, and/or their respective
affiliates, shareholders, partners, members, managers, officers and directors or any other individuals connected to the 111 West 57th Property project, as a result of any Future Recovery Litigation. If there is a dispute regarding the
appropriate valuation of any non-cash portion of the Litigation Proceeds and the parties are unable to resolve such dispute within twenty (20) business days, then either party may submit the dispute for arbitration pursuant to Section 11 of
this BARC 2026 LFA.
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| 7. |
The Company shall distribute any Litigation Proceeds it receives within five (5) business days of receipt of such amounts in accordance with the terms of this BARC 2026 LFA. For avoidance of doubt,
the Litigation Fund Amount shall only become due and payable by the Company upon the receipt of, and to the extent of, any Litigation Proceeds.
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| 8. |
This BARC 2026 LFA commenced on the date hereof and shall continue in effect until (a) the final resolution of all Future Recovery Litigation pursuant to (i) a final, non-appealable judgment of a
court of competent jurisdiction or (ii) a written settlement agreement between the Company and the respective defendants in such proceedings, and (b) the disbursement in full of all Litigation Proceeds, if any, in accordance with this BARC
2026 LFA, unless the BARC 2026 LFA is earlier terminated by the mutual written agreement of all parties hereto.
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| 9. |
This BARC 2026 LFA constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to such subject matter.
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| 10. |
This BARC 2026 LFA shall inure to the benefit of, and be binding upon, the successors, heirs and permitted assigns of each of the parties hereto. The Company may not assign the BARC 2026 LFA or its
rights and obligations hereunder to another person without BARC’s prior written consent, which consent may be withheld in BARC’s sole discretion. BARC may, at any time, without the consent of the Company, assign to one or more assignees all
or a portion of its rights and obligations under this BARC 2026 LFA (including the right to receive all or a portion of the Litigation Proceeds due to BARC hereunder).
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| 11. |
This BARC 2026 LFA shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws. Any claim or dispute arising out of or
in any way relating to this agreement or its alleged breach shall be determined in a binding arbitration by a single arbitrator that is a retired State or Federal court judge. The arbitration shall be administered by the American Arbitration
Association under its commercial dispute resolution procedures which are in effect at the time of the arbitration. The arbitration shall take place in New York City. The parties may seek, from a court of competent jurisdiction, provisional
remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving their right to arbitration and, for such purposes, each party irrevocably consents to the jurisdiction of any of the courts of the
State of New York in New York County, and the United States District Court for the Southern District of New York. However, the merits of the action that involves such provisional remedies or injunctive relief, including without limitation,
the terms of any permanent injunction, shall be determined by arbitration under this Section 11. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
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| 12. |
This BARC 2026 LFA shall not be modified, amended or supplemented except by a written agreement signed by the parties hereto. This BARC 2026 LFA may be executed in any number of counterparts (and by
facsimile), each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this BARC 2026 LFA by facsimile, electronic portable
document format (PDF) file or other means of electronic transmission will be as effective as delivery of a manually executed counterpart to this BARC 2026 LFA.
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[Remainder of page left intentionally blank; signature page follows]
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Please confirm your agreement to the foregoing by signing a copy of this BARC 2026 LFA where indicated below and returning it to the undersigned.
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Sincerely,
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AMBASE CORPORATION,
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a Delaware corporation
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By:
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/s/ John Ferrara
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John Ferrara
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Vice President and Chief Financial Officer and Controller
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Acknowledged and Agreed:
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BARC INVESTMENTS, LLC
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a Connecticut limited liability company
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By: /s/ Richard A. Bianco, Jr.
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Name: Richard A. Bianco, Jr.
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Title: Member
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By: /s/ Alessandra F. Bianco
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Name: Alessandra F. Bianco
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Title: Member
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By: /s/ Christina A. Bianco
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Name: Christina A. Bianco
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Title: Member
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