Medalist Diversified, Inc 8-K, filed Apr 22, 2021
Medalist Diversified, Inc. (MDRR)
About this 8-K
Medalist Diversified, Inc filed this 8-K on April 22, 2021, reporting on events of April 18, 2021.
Items reported
- Item 1.02: Ended a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): April 18, 2021
Medalist Diversified REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-38719 | 47-5201540 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1051 E. Cary Street Suite 601
James Center Three
Richmond, VA, 23219
(Address of principal executive offices)
(804) 344-4435
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company x
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. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Name of each Exchange on Which Registered |
Trading Symbol(s) | ||
| Common Stock, $0.01 par value | Nasdaq Capital Market | MDRR | ||
| 8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value | Nasdaq Capital Market | DRRP |
| ITEM 1.02 | TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. |
On April 18, 2021, the Agreement of Sale, dated as of February 17, 2021 (the “Agreement”), by and among a wholly owned subsidiary of the operating partnership of Medalist Diversified REIT, Inc. (the “Company”) and PMI Greensboro, LLC (together, the “Hampton Inn Sellers”) and Krishna Prasad Maganti and Ramesh Gandhamanei (together, the “Purchasers”) was terminated pursuant to its terms by the Purchasers. As previously disclosed, the Agreement pertained to the proposed sale of the Greensboro Airport Hampton Inn. The Hampton Inn Sellers returned the previously paid earnest money deposit to the Purchasers.
| ITEM 8.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
On April 22, 2021, the Company issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference, pertaining to the termination of the Agreement described in Item 1.02 above.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 22, 2021 |
SIGNATURE
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.
| MEDALIST DIVERSIFIED REIT, INC. | ||
| Dated: April 22, 2021 | By: | /s/ Thomas E. Messier |
| Thomas E. Messier | ||
| Chief Executive Officer, Chairman of the Board, Treasurer and Secretary | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Richmond, VA – April 22, 2021 – Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing value-add commercial real estate in the Southeast region of the U.S., previously announced that Medalist Diversified Holdings, L.P., the operating partnership of the Company, entered into an agreement to sell The Hampton Inn located in Greensboro, North Carolina. On Monday, April 19th, the Company learned that the potential buyer had terminated the contract to purchase the hotel. Medalist responded by returning their deposit and relisting the property with the same broker at a higher price. While the potential buyer had the property under contract at $12,650,000, management has decided to list the property at a higher price due to what they believe to be a slight pickup in business travel. Management cannot guarantee the property will sell on the terms they expect, or at all. Stockholders and potential investors in the Company should not rely on management’s intention to sell the property when making any investment decision.
About Medalist Diversified REIT
Medalist Diversified REIT Inc. is a Virginia-based real estate investment trust that specializes in acquiring, owning and managing value-add commercial real estate in the Mid-Atlantic and Southeast regions. The Company’s strategy is to focus on value-add and opportunistic commercial real estate which is expected to provide an attractive balance of risk and returns. Medalist utilizes a rigorous, consistent and replicable process for sourcing and conducting due diligence of acquisitions. The Company seeks to maximize operating performance of current properties by utilizing a hands-on approach to property management while monitoring the middle market real estate markets in the southeast for acquisition opportunities and disposal of properties as considered appropriate. For more information on Medalist, please visit the Company website at https://www.medalistreit.com.
Forward Looking Statements
This press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.” Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including, without limitation, with respect to the sale of the property on the terms described or at all. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” section of the prospectus dated April 8, 2021, and in the Company’s subsequent annual and periodic reports and other documents filed with the SEC, copies of which are available on the SEC’s website, www.sec.gov.
CONTACT
Dave Gentry
RedChip Companies
407-491-4498