8-K
Power REIT (PW)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 25, 2021
POWERREIT
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
001-36312
(Commission File Number)
45-3116572
(IRS Employer Identification No.)
301Winding Road
OldBethpage, NY 11804
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (212) 750-0371
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):
| [ ] | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement<br> 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:
| Title<br> of Each Class | Trading<br> Symbol | Name<br> of Each Exchange on Which Registered |
|---|---|---|
| Common<br> Shares | PW | NYSE<br> (American) |
| 7.75%<br> Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share | PW.A | NYSE<br> (American) |
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. [ ]
Item1.01. Entry into a Material Definitive Agreement.
On May 25, 2021, Power REIT (“Power REIT” or the “Trust”), in connection with the potential acquisition of an approximately 66 acre parcel with approximately 522,530 square feet of greenhouse and processing space located in Marengo Township, Michigan (the “Property”), received court approval for a Purchase Agreement (the “Purchase Agreement”) with the Receiver for the Property. The Purchase Agreement provides the Trust with a 75-day due diligence period followed by a 30-day closing period which can be extended by up to 30 days. The purchase price for the Property is $18.5 million. There can be no assurance as to when or if the acquisition of the Property will occur.
Item7.01 Regulation FD Disclosure.
On May 25, 2021, the Trust issued a press release regarding entering into an agreement for an acquisition of a property. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Trust, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Power REIT Press Release issued on May 25, 2021 |
Forward-LookingStatements
Some of the information in this press release contains forward-looking statements and 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. When used in this press release, words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” “target,” or similar expressions, are intended to identify such forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include those discussed under the caption “Risk Factors” included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2019, which was filed with the U.S. Securities and Exchange Commission (“SEC”), as well as in other reports that we file with the SEC.
Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this press release. We disclaim any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this press release.
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.
| Date:<br> May 25, 2021 | POWER REIT | |
|---|---|---|
| By | /s/ David H. Lesser | |
| David<br> H. Lesser<br><br> <br>Chairman<br> of the Board, Chief Executive Officer & Chief Financial Officer |
Exhibit99.1
PowerREIT Signs Agreement to Acquire 522,530 Square Foot Greenhouse Cultivation and Processing Facility for $18.5 Million
Greenhousewill be Operated as a Michigan Regulated Cannabis Cultivation and Processing Facility and will be the Largest of its kind in Michiganand one of the Largest in the United States
Old Bethpage, New York, May 25, 2021 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”) today announced that it has entered into an agreement to acquire what will be Michigan’s largest greenhouse cannabis cultivation and processing facility (the “Property”) for approximately $18.5 million. The Property is strategically located in an area that offers the potential for unlimited cannabis cultivation licenses and features 522,530 square-feet of high-tech greenhouse and processing space. The approximately 66 acre property has the capability to add significantly more cultivation and processing space with plans in place to add 330,236 square feet as a potential next phase.
This state-of-the-art facility features advanced greenhouse cultivation controls and a state-of-the-art irrigation/fertigation system. This is a turnkey setup that is ready to start growing immediately offering an attractive speed-to-revenue opportunity. Power REIT is finalizing a budget for upgrades that will enhance the cultivation performance for cannabis as a crop.
Power REIT has an approximately 75-day due diligence period followed by a 30-day period to close the transaction which can be extended by up to 30 additional days. Power REIT is actively working to finalize its due diligence and hopes to expedite the closing although there can be no assurance as to when or if the transaction will close.
DavidLesser, Power REIT’s Chairman and CEO, commented, “This acquisition is a great opportunity for Power REIT to gain scale. Like our other Controlled Environment Agriculture properties, this has significant potential for expansion. Once operational, this will be one of the largest cannabis greenhouse cultivation facilities in the United States even before any expansion. With this possible acquisition, Power REIT enters the Michigan market which is currently experiencing dramatic growth in cannabis sales at prices that are higher than national averages. The acquisition is consistent with Power REIT’s investment strategy of focusing on sustainability which is associated with growing in a greenhouse which will be less expensive and have a much lower carbon footprint than growing in an industrial property.”
Mr.Lesser continued, “We were able to seize this opportunity due to our flexible balance sheet, our expansive network and focused investment strategy. As we finalize the transaction details, we will be better able to provide guidance as to the impact on Core FFO but we currently believe the returns should be generally similar to recent transactions which would be extremely accretive to Core FFO. We look forward to providing further updates as information becomes available.”
Statementon Sustainability
Power REIT owns real estate related to infrastructure assets including properties for Controlled Environment Agriculture (CEA Facilities), Renewable Energy and Transportation.
CEAFacilities, such as greenhouses, provide an extremely environmentally friendly solution, which consume approximately 70% less energy than indoor growing operations that do not benefit from “free” sunlight. CEA facilities use 90% less water than field grown plants, and all of Power REIT’s greenhouse properties operate without the use of pesticides and avoid agricultural runoff of fertilizers and pesticides. These facilities cultivate medical Cannabis, which has been recommended to help manage a myriad of medical symptoms, including seizures and spasms, multiple sclerosis, post-traumatic stress disorder, migraines, arthritis, Parkinson’s disease, and Alzheimer’s.
RenewableEnergy assets are comprised of land and infrastructure associated with utility scale solar farms. These projects produce power without the use of fossil fuels thereby lowering carbon emissions. The solar farms produce approximately 50,000,000 kWh of electricity annually which is enough to power approximately 4,600 home on a carbon free basis.
Transportationassets are comprised of land associated with a railroad, an environmentally friendly mode of bulk transportation.
AboutPower REIT
Power REIT, with a focus on the “Triple Bottom Line” and a commitment to Profit, Planet and People is a specialized real estate investment trust (REIT) that owns sustainable real estate related to infrastructure assets including properties for Controlled Environment Agriculture, Renewable Energy and Transportation. Power REIT is actively seeking to expand its real estate portfolio related to Controlled Environment Agriculture for the cultivation of food and cannabis.
Additional information about Power REIT can be found on its website: www.pwreit.com
CautionaryStatement about Forward-Looking Statements
This document includes forward-looking statements within the meaning of the U.S. securities laws. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume”, “seek” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained in this document regarding our future strategy, future operations, future prospects, the future of our industries and results that might be obtained by pursuing management’s current or future plans and objectives are forward-looking statements. You should not place undue reliance on any forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date of the filing of this document. Over time, our actual results, performance, financial condition or achievements may differ from the anticipated results, performance, financial condition or achievements that are expressed or implied by our forward-looking statements, and such differences may be significant and materially adverse to our security holders.
CONACT:
| David<br>H. Lesser, Chairman & CEO | Mary<br> Jensen, Investor Relations |
|---|---|
| dlesser@pwreit.com | mary@irrealized.com |
| 212-750-0371 | 310-526-1707 |
| 301<br> Winding Road<br><br> <br>Old<br> Bethpage, NY 11804 | |
| www.pwreit.com |