MacKenzie Realty Capital, Inc 8-K, filed Jan 19, 2022
MacKenzie Realty Capital, Inc. (MKZR)
8-K
2022-01-19
For: 2021-12-31
View Original
Added on
April 12, 2026
About this 8-K
MacKenzie Realty Capital, Inc filed this 8-K on January 19, 2022, reporting on events of December 31, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- 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): December 31, 2021
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
(925 ) 631-9100
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(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:
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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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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 7.01 Regulation FD Disclosure.
On or about January 14, 2022, MacKenzie Realty Capital, Inc., mailed a letter to preferred stockholders.
The full text of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On or about January 21, 2022, MacKenzie Realty Capital, Inc., will mail a letter to all stockholders.
The full text of the letter is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report is furnished pursuant to Item 7 and shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by
Regulation FD.
Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to items such as the timing of
payment of dividends are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current
expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to
differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended June 30, 2021, as amended, and its other filings with the
Securities and Exchange Commission.
Item 8.01 Other Events.
Fourth Calendar Quarter 2021 Dividends
Mackenzie Realty Capital, Inc. is pleased to announce an increase in our regular quarterly dividend, now at the rate of $0.08 per share. The Board
hopes to continue to raise this rate in future quarters. The dividend will be payable to shareholders of record December 31, 2021, and it will be paid on or about January 21, 2022.
The Board also announced the quarterly dividend of $0.375 per Series A Preferred share, payable at the rate of $0.125 per month. As there were no
holders of preferred stock prior to December 1, 2021, the Board approved $0.125 per preferred share to preferred shareholders of record as of December 31, 2021. The Board further approved a preferred share dividend in the amount of $0.125 per
month per preferred share for holders of record as of January 31, 2022, February 28, 2022, and March 31, 2022, to be paid in April 2022.
Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to items such as the timing of
payment of dividends are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current
expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to
differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended June 30, 2021, as amended, and its other filings with the
Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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99.1
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Letter to preferred stockholders
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99.2
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Update Letter to stockholders and 2021 tax information
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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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MACKENZIE REALTY CAPITAL,
INC.
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(Registrant)
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Date: January 19, 2022
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By:
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/s/ Robert Dixon
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Robert Dixon
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President
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January 14, 2022
Dear Shareholder:
MacKenzie Realty Capital, Inc. (“MRC”) is pleased to announce its first preferred share dividend. The dividend is payable to shareholders of record as of
December 31, 2021. Shareholders accepted into the Fund as of December 1 (the first acceptance date of the Fund) will receive a dividend of $0.125 per share, which is equal to an annualized rate of 6%.
Enclosed is your Investor Statement with this quarter’s payment details. If you invested through a trustee or custodian or requested a third-party
deposit, or if you participate in the Dividend Reinvestment Plan, your dividend has been transmitted as directed. If you receive a cash dividend, your check will arrive separately.
In addition, the Board has approved a preferred share dividend at the rate of $0.125 per month to holders of record as of January 31, February 28, and
March 31, 2022. This dividend will be paid during the month of April 2022.
We appreciate your investment in MRC. We are excited about the interest we have received in MRC from investors and the investment opportunities we have
encountered. We believe your confidence in us will be rewarded.
Sincerely,
MacKenzie Realty Capital, Inc.
Robert E. Dixon, President
The statements and certain other information contained in this letter, which can be identified by the use of forward-looking
terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believe,” “plans,” “likely,” “anticipate,” “position,” “probable,” “committed,” “achieve,”
“rewarded,” and “focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.
Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk
factors.
This letter does not constitute an offer to purchase or sell Mackenzie securities; only the Offering Circular should be relied upon for
any investment decision. No money or consideration is being solicited by the information in this letter or any other communication and, if sent, money will not be accepted and will be promptly returned. A potential investor’s indication of interest
does not create a commitment to purchase the securities we are offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given and all other
requirements to accept an investment from a potential investor are met. A copy of the Offering Circular may be obtained on the SEC’s website: https://www.sec.gov/Archives/edgar/data/1550913/000155091321000062/mrcofferingcircular11.2.21.htm.
January 21, 2022
Dear Stockholder:
MacKenzie Realty Capital, Inc. is pleased to announce that after resuming our regular quarterly dividend earlier last year, we are increasing the dividend
again, to a rate of $0.08 per common share. The dividend will be more than supported by cash flow from operations for the quarter ended December 31, 2021. The dividend is payable to common shareholders of record as of December 31, 2021.
We anticipate continued recovery in the performance of our portfolio and believe that we may be able to continue to increase our dividend rate in the
future. Our Offering Circular for the sale of a newly created class of preferred stock was declared effective by the SEC in November.
We are also aware that many shareholders are concerned about liquidity options in general, and our redemption plans specifically. The first step toward
re-starting our redemption plan was to re-start the dividend. Because the Dividend Reinvestment Program funds the Share Redemption Program, we needed to have a dividend before we can have redemptions. Last year, we re-opened the Share Repurchase
Program for repurchases in the case of the death or long-term disability of the stockholder. We plan to open the Share Redemption Program to all stockholders early this year after we publish our 2021 net asset value.
We closed on the purchase of the Hollywood Hillview property for $19,200,000 with a combination of a loan and capital contributions, and our partner is
well on its way to completing approximately $3,000,000 in improvements to the property. As many of you may know, our largest non-traded REIT position, Phillips
Edison & Company, went public last year. The shares we owned have now been sold, with proceeds of about $8,000,000; we are very pleased with the results.
We have had a tumultuous year, but we are pleased with our progress in transforming the Company into a successful real estate operating venture. We
believe the Company’s future is bright. We are excited to continue this journey, and we are thankful for our shareholders’ continued support.
Enclosed is your Investor Statement with this quarter’s payment details. If you invested through a trustee or custodian or requested a third-party
deposit, or if you participate in the Dividend Reinvestment Plan, your dividend has been transmitted as directed. If you receive a cash dividend, your check will arrive separately. The Board of MRC anticipates making future dividends, if any,
within 30 days after the close of the previous fiscal quarter.
Further, below is our 2021 dividend allocation for federal income tax purposes. MRC’s tax return for the year ended December 31, 2021, has not yet been
filed. As a result, the income tax allocation for the dividends discussed below has been calculated using the best available information as of the date of this announcement. If the amounts noted below change materially once we complete our 2021 tax
return, we will provide corrected information once we are able to do so. Please note that tax laws affect taxpayers differently, and the above information is not intended as advice to shareholders as to how dividends should be reported on their tax
returns. We encourage shareholders to consult with their own tax advisors with respect to the income tax effects of these dividends.
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Record Date
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Payable Date
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Ordinary Dividends*
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Capital Gain Distribution
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Return of Capital
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Total Distribution per Share
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Common Stockholders
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3/31/21
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5/27/21
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$
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-
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$
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0.00900
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$
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0.04100
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$
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0.05000
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6/30/21
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7/30/21
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$
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-
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$
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0.01080
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$
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0.04920
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$
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0.06000
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9/30/21
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10/29/21
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$
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-
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$
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0.01260
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$
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0.05740
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$
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0.07000
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12/31/21
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1/21/22
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$
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-
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$
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0.01440
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$
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0.06560
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$
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0.08000
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Totals
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$
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-
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$
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0.04680
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$
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0.21320
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$
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0.26000
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0.00%
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18.00%
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82.00%
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Preferred Series A Stockholders
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12/31/21
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1/21/22
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$
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-
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$
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0.02250
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$
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0.10250
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$
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0.12500
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Totals
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$
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-
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$
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0.02250
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$
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0.10250
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$
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0.12500
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0.00%
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18.00%
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82.00%
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* Also section 199A dividend
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We appreciate your investment in MRC. We are excited about the interest we have received in MRC from investors and the investment opportunities we have
encountered. We believe your confidence in us will be rewarded.
Sincerely,
MacKenzie Realty Capital, Inc.
Robert E. Dixon, President
The statements and certain other information contained in this letter, which can be identified by the use of forward-looking
terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believe,” “plans,” “likely,” “anticipate,” “position,” “probable,” “committed,” “achieve,”
“rewarded,” and “focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.
Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk
factors.
This letter does not constitute an offer to purchase or sell Mackenzie securities. No money or consideration is being solicited by
the information in this letter or any other communication and, if sent, money will not be accepted and will be promptly returned. A potential investor’s indication of interest does not create a commitment to purchase the securities we are offering.
A copy of the Offering Circular that forms a part of the Offering Statement may be obtained on the SEC’s website: https://www.sec.gov/Archives/edgar/data/1550913/000155091321000062/mrcofferingcircular11.2.21.htm.