8-K

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)	November 22, 2021

Transcontinental Realty Investors, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-09240		94-6565852
(State or other jurisdiction of <br>Incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)
1603 LBJ Freeway,	Suite 800	Dallas	TX	75234
(Address of principal executive offices)				(Zip Code)

(469) 522-4200

Registrant’s Telephone Number, including area code

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 Securities Act (17 CFR 230.425)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.413e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TCI	NYSE

Indicate by check mark whether teh Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((17 CFR 230.405 of or Rule 12b-2 of the Securities Act of 1934 (17 CFR 230.405):

☐  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. ☐

Section 8 – Other Events

Item 8.01. Other Events

Transcontinental Realty Investors, Inc. (“TCI” or the “Company”) subsidiary, Southern Properties Capital, LTD, a British Virgin Islands company (“SPC”), has a joint venture with a subsidiary of the Macquarie Group, named Victory Abode Apartments LLC (“VVA”). Recently, the VVA Members clarified certain arrangements involving the proposed sale of part or all of the portfolio of properties of VAA.

SPC has issues of debentures outstanding and listed on the Tel Aviv Stock Exchange (“TASE”) and is accordingly subject to the rules of the TASE and the Israeli Securities Authority. In satisfaction of those requirements, on November 20, 2021, SPC issued an “immediate report,” a copy of the English version of which is attached as an exhibit to this Report.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is furnished with this Report:

Exhibit No.	Description
99.3*	Press release dated	November 21, 2021

_________________________

* Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		TRANSCONTINENTAL REALTY INVESTORS, INC.
Dated: November 22, 2021	By:	/s/  ERIK L. JOHNSON
		Erik L. Johnson
		Executive Vice President and Chief Financial Officer
		(Principal Executive and Financial Officer)

Document

Southern Properties Capital Ltd

November 21, 2021

To To

The Securities Authority The Tel Aviv Stock Exchange LTD

www.isa.gov.il www.tase.co.il

Immediate Report

Southern Properties Capital Ltd (the “Company”) is pleased to update that on November 17, 2021, the Company and Macquarie (hereinafter: the "Parties” or the “Class A Rights Holders”, as applicable1), entered into a letter agreement to invoke a Major Decision under the JV Agreement, as defined in Section 1.14.1 (on the Macquarie Transaction) of the Periodic Report2, to cooperate with each other in a contemplated process of selling the joint venture's assets, as described below (hereinafter: the "Major Decision" or the “Major Decision Letter”)3. Terms in this report have the meaning assigned to them in the periodic report for 2020, unless stated otherwise.

Below are the major terms of the Major Decision Letter:

1.The Parties authorized working together to sell all or most of the joint venture’s assets (hereinafter: “Sale”). For this purpose, the Parties agree that as long as the Major Decision Letter is in effect and is not revoked, neither Party may obligate the joint venture or the other joint venture Party to execute a sale transaction.

2.The Parties will work together cooperatively to select a broker to market the JV assets for sale (except the seven assets not offered for sale, as described below) and to plan the Sale Transaction's schedule and structure. The Parties expect to complete the broker selection by the end of 2021 and commence the sale process in early 2022.

3.The parties further agreed that seven (7) of the assets held by the joint venture will not be offered for sale, but rather acquired by the Company, subject to completing the Sale Transaction. The Major Decision Letter also stated that these assets will be purchased by the Company according to the formula provided in the Major Decision Letter.

4.Also, in the Major Decision Letter, the Parties agreed to include one property held by the Company in the sale transaction, the consideration from its sale will be transferred to the Company.

5.The Major Decision Letter will terminate on August 1, 2022, and its content will be void. [answer: see next paragraph]

The Major Decision Letter was made in light of the separation and sale mechanism under the JV agreement coming into effect; under this mechanism, 3 years of the entering into the JV Agreement, each of the Class A Rights Holders

1 The parties as Class A interest holders in the JV. For further details, see section 1.14.13 of the Periodic Report, the details of which are presented in this report by way of reference.

2 Reference number: 2021-01-048588, the details of which are presented in this report by way of reference (above and below: "the Periodic Report").

3 For information on the JV Agreement, including on such major decisions, see Section 1.14.1.9 in Chapter A of Periodic Report.

(i.e. the Company and Macquarie) may demand the joint venture to sell all its assets. Note for this purpose that within the Major Decision Letter, the parties agreed not to exercise their right under that mechanism before the Major Decision Letter expires, as stated above in Section 5. See also Section 1.14.1.9 of the Periodic Report (in the table describing the JV Agreement in the separation and sale section).

The above information on the Sale Transaction, the Major Decision and its substance, and the expected dates in Section 2 above, is forward-looking information, as defined in the Securities Law, 5728-1968. This information is based, among other things, on the Company and its advisors’ estimates and representations the Company received from Macquarie that might not materialize or materialize in part, including if the Sale Transaction is not complete and/or if there is a change for the worse in the joint venture’s assets’ operations, including because of the Corona crisis’ continued effect on the Company’s operations and/or the materialization of the risk factors in Section 1.17 of the Periodic Report.

Sincerely,

Southern Properties Capital Ltd

Through Mr. Erik L. Johnson, Chairman of the Board of Directors and Company President.