Medalist Diversified, Inc 8-K, filed Mar 28, 2024
Medalist Diversified, Inc. (MDRR)
About this 8-K
Medalist Diversified, Inc filed this 8-K on March 28, 2024.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
On March 28, 2024, MDR Central Avenue, LLC, a wholly owned subsidiary of Medalist Diversified Holdings, LP, a Maryland limited partnership and the operating partnership (the “Operating Partnership”) of Medalist Diversified REIT, Inc. (the “Company”), closed on the acquisition of that certain tract of real property containing a building with a physical address of 3535 North Central Avenue, Chicago, IL 60634 (the “Central Avenue Property”) from RMP 3535 N. Central Ave., LLC, a Delaware limited liability company (“Seller”), for a purchase price of $2,400,000, exclusive of closing costs, paid with a combination of (i) 417,391 operating partnership units in the Operating Partnership (the “OP Units”), valued at approximately $5.75 per OP Unit; and (ii) $15,209 in cash on hand to cover Seller’s transaction costs (such as title/escrow fees, transfer taxes, legals fees, etc.). The Purchase Price was determined based on the appraised value of the Central Avenue Property, as determined by an independent appraiser hired by the Company, and the number of OP Units issued as part of the Purchase Price was determined by dividing $2,400,000 by $5.75, which represents an 8.5% premium over the $5.30 per share closing price of the Company’s common stock on the Nasdaq Capital Market on February 15, 2024, the date the Company and Seller entered into the purchase and sale agreement relating to the Central Avenue Property. Pursuant to the Agreement of Limited Partnership of the Operating Partnership, as amended, the OP Units are redeemable for cash or, at the Operating Partnership’s option, shares of the Company’s common stock on a one-for-one basis; however, pursuant to the related subscription agreement between the Operating Partnership and Seller, Seller may not redeem the OP Units for shares of the Company’s common stock unless such redemption is approved by a majority of the votes cast on the matter at a meeting of the stockholders of the Company or by written consent of the stockholders of the Company in lieu of a special meeting to the extent permitted by applicable state and federal law. The sole manager and member of Seller is CWS BET Seattle, LP, a Delaware limited partnership, a company controlled and owned by Frank Kavanaugh, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(a) Financial statements of businesses or funds acquired.
To the extent required by this item, historical financial statements for the Central Avenue Property will be filed in an amendment to this Current Report on Form 8-K on or before June 8, 2024, which date is within the period allowed to file such an amendment.
(b) Pro forma financial information.
To the extent required by this item, pro forma financial information relating to the acquisition of the Central Avenue Property will be filed in an amendment to this Current Report on Form 8-K on or before June 8, 2024, which date is within the period allowed to file such an amendment.
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. | |
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Dated: March 28, 2024 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
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| Chief Financial Officer |