BRST 8-K
Broad Street Realty, Inc. (BRST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 2.01. Completion of Acquisition or Disposition of Assets.
On October 6, 2021, a wholly owned subsidiary (“Greenwood Merger Sub”) of Broad Street Realty, Inc. (the “Company”) merged with and into BSV Greenwood Investors LLC (“BSV Greenwood”) with BSV Greenwood surviving as a subsidiary of the Company (the “Greenwood Merger”). The Greenwood Merger was completed pursuant to the previously announced agreement and plan of merger, dated as of May 28, 2019 (as amended, the “Greenwood Merger Agreement”), by and among the Company, Broad Street Operating Partnership, LP (the “Operating Partnership”), Greenwood Merger Sub and BSV Greenwood. Pursuant to the Greenwood Merger Agreement, the Company issued an aggregate of 2,752,568 shares of its common stock to the prior investors in BSV Greenwood as consideration in the Greenwood Merger.
As a result of the Greenwood Merger, the Company acquired The Shops at Greenwood Village, a retail shopping center located in Greenwood Village, Colorado with approximately 210,603 square feet of gross leasable area. Following the closing of the Greenwood Merger, the Company contributed its interests in BSV Greenwood to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership.
In connection with the closing of the Greenwood Merger, the Company entered into a $23.5 million mortgage loan secured by The Shops at Greenwood Village, which bears interest at Prime minus 0.35% per annum and matures on October 10, 2028. The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.082%.
As consideration in the Greenwood Merger as a result of their interests in BSV Greenwood, (i) Michael Z. Jacoby, the Company’s chief executive officer and chairman of its board of directors, received 166,700 shares of the Company’s common stock, (ii) Thomas M. Yockey, a director of the Company, received 166,700 shares of the Company’s common stock, (iii) Daniel J.W. Neal, a director of the Company, received 103,981 shares of the Company’s common stock and (iv) Alexander M. Topchy, the Company’s chief financial officer, received 16,761 shares of the Company’s common stock. The consideration in the Greenwood Merger was negotiated between BSV Greenwood and the prior management team and board of directors of the Company prior to entering into the Greenwood Merger Agreement on May 28, 2019.
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Item 3.02. |
Unregistered Sales of Equity Securities. |
The information under Item 2.01 above regarding the issuance of shares of the Company’s common stock as consideration in the Greenwood Merger is incorporated into this Item 3.02 by reference. The shares of common stock were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D thereunder. Issuances of common stock were made only to persons who qualify as “accredited investors” as defined under the Securities Act.
Item 7.01. Regulation FD Disclosure.
On October 12, 2021, the Company issued a press release regarding the Greenwood Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired.
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The required financial statements of the acquired property will be filed in accordance with Rule 8-06 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than 71 days after the date on which this initial Current Report was required to be filed.
(b)Unaudited Pro Forma Financial Information.
The required pro forma financial statements of the Company will be filed in accordance with Rule 8-05 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than 71 days after the date on which this Current Report was required to be filed.
(d)Exhibits
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Description |
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2.1 |
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2.2 |
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2.3 |
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99.1 |
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104 |
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Cover Page Interactive Data File – The cover page XBRL tags are embedded within the Inline XBRL document |
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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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BROAD STREET REALTY, INC. |
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October 12, 2021 |
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By: |
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/s/ Michael Z. Jacoby |
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Michael Z. Jacoby |
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Chief Executive Officer
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Exhibit 99.1
BROAD STREET REALTY, INC ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED MERGER TRANSACTION OF THE SHOPS AT GREENWOOD VILLAGE
BETHESDA, MD, October 12, 2021 /PRNewswire/ —Broad Street Realty, Inc. (OTCQX: BRST), a fully integrated and self-managed publicly owned real estate company, continued its previously announced series of mergers by completing the merger of the 198,327 square foot The Shops at Greenwood Village, a retail shopping center located in Greenwood Village, Colorado, on October 6, 2021. As consideration for the merger, the Company issued an aggregate of 2,752,568 shares of its common stock to the prior investors in BSV Greenwood as consideration in the Greenwood Merger. In connection with the closing of the Greenwood Merger, the Company entered into a $23.5 million mortgage loan secured by The Shops at Greenwood Village, which bears interest at Prime minus 0.35% per annum and matures on October 10, 2028. The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.082%.
With the closing of this merger, the Company now owns fifteen primarily grocery-anchored neighborhood shopping center properties with over 1,735,384 square feet of gross leasable space in Colorado, Maryland, Pennsylvania, Virginia and Washington, DC, as well as Broad Street’s operating platform, including its commercial brokerage, property management and development businesses. The Company has approximately 45 employees and is headquartered in Bethesda, Maryland with additional offices in Denver, Colorado and Washington, D.C.
Michael Z. Jacoby, Chairman of the Board of Directors and Chief Executive Officer of the Company, said, “We are very pleased to complete the additional merger of The Shops at Greenwood Village into the company in accordance with our previously announced plans. This 92.5% leased shopping center is a core part of our strategy of owning necessity based retail and mixed-use opportunities in key markets including the Mid Atlantic, Southeast and Denver, Colorado markets.”
Baird is serving as exclusive financial advisor to Broad Street, and Morrison & Foerster and Shulman Rogers are serving as legal advisors to Broad Street.
About Broad Street Realty, Inc.
Broad Street Realty, Inc. is a fully integrated and self-managed real estate company that owns, operates, develops and redevelops primarily grocery-anchored shopping centers and mixed-use properties in the Mid-Atlantic, Southeast and Denver, Colorado markets. Broad Street is also a market-leading commercial real estate services firm that delivers cost-effective solutions for office, industrial and retail clients. The Company has extensive experience in tenant representation, landlord representation, property acquisition and disposition, real estate development, project/construction management, finance, strategic consulting, property management and asset management.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements include, without limitation, statements about our estimates, expectations, predictions and forecasts of our future business plans and financial and operating performance and/or results, as well as statements of management's goals and objectives and other similar expressions concerning matters that are not historical facts. When we use the words "may," "should," "could," "would," "predicts," "potential," "continue,"
"expects," "anticipates," "future," "intends," "plans," "believes," "estimates" or similar expressions or their negatives, as well as statements in future tense, we intend to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of the Company's management. For a description of factors that may cause the Company’s actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and the other documents filed by the Company with the Securities and Exchange Commission from time to time. All forward-looking statements speak only as of the date of this press release. Except as otherwise may be required by law, the Company undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.