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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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Lancer Center Amendment
As previously disclosed, Medalist Diversified
Holdings, L.P., the operating partnership of Medalist Diversified REIT, Inc. (the “Company”), entered into a Purchase
and Sale Agreement (the “PSA”), dated as of January 18, 2021, with BVC Lancer LLC, a South Carolina limited liability
company and unaffiliated seller (the “Lancer Seller”), in connection with the purchase of a retail center commonly
referred to as the Lancer Center property (“Lancer Center”). On February 17, 2021, the Company and the Lancer Seller
entered into that certain First Amendment to Purchase and Sale Agreement (the “First Amendment”), a copy of which is
filed hereto as Exhibit 10.1.
Pursuant to the First Amendment, the Company’s
purchase of Lancer Center is contingent upon the Company obtaining a final, approved and firm commitment for a loan to be used
by the Company to acquire Lancer Center (the “Firm Loan Commitment”) which terms shall be acceptable to the Company
in its sole discretion. If the Company has not received a satisfactory Firm Loan Commitment as of the Closing Date (as defined
in the PSA), then the Company shall have the right to extend the Closing Date for a period of forty-five (45) days. If the Company
has still not received a satisfactory Firm Loan Commitment as of the extended Closing Date, then the Company shall have the right
to terminate the PSA. The Company also acknowledged that the Inspection Period (as defined in the PSA) has expired, and the Company
shall not have the right to extend the Inspection Period. The Company has made two deposits to the Lancer Seller in the aggregate
amount of $300,000 which shall be refunded by the Lancer Seller if the Company is not able to obtain a satisfactory Firm Loan Commitment
by the extended Closing Date.
Hampton Inn Agreement
of Sale
Also on February 17,
2021, a wholly owned subsidiary of the Company and PMI Greensboro, LLC (together, the “Hampton Inn Sellers”) entered
into an Agreement of Sale (the “Agreement”), a copy of which is filed hereto as Exhibit 10.2, with Krishna Prasad Maganti
and Ramesh Gandhamanei (together, the “Purchasers”) whereby the Hampton Inn Sellers agreed to sell the Greensboro Airport
Hampton Inn (the “Hampton Inn”) for a purchase price of $12,650,000, subject to customary prorations and adjustments.
The Purchasers have made a $100,000 earnest money deposit to the Hampton Inn Sellers, which shall become non-refundable sixty (60)
days following the execution of the Agreement if the Purchasers do not terminate the Agreement prior to the expiration of such
period (the “Due Diligence Period”). The closing of the sale of the Hampton Inn is contingent on (i) the Purchasers’
obtaining financing for its purchase of the property within ninety (90) days following the execution of the Agreement on terms
agreeable to the Purchasers in their sole discretion; and (ii) the Purchasers obtaining a Franchise Agreement upon terms and conditions
reasonably acceptable to the Purchasers from the franchisor. The closing of the sale of the Hampton Inn is expected to occur within
forty-five (45) days of the expiration of the Due Diligence Period, subject to the Purchasers’ right to extend such closing
for one period of forty-five (45) additional days in their sole discretion.
The Agreement contains
provisions, representations, warranties, covenants and indemnities that are customary and standard for the real estate industry
and the sale of a hotel property. Several conditions to closing on the sale remain to be satisfied, and there can be no assurance
that we will complete the transaction on the general terms described above or at all.
Certain statements
included in this Current Report on Form 8-K 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. Forward-looking statements above include,
but are not limited to, matters identified as expectations and matters with respect to the future acquisition of Lancer Center
and sale of the Hampton Inn. The Company undertakes no obligation to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise. For more information regarding risks and uncertainties that may affect
the Company’s future results, review the Company’s filings with the Securities and Exchange Commission.
The foregoing descriptions of the First
Amendment and the Agreement are qualified in their entirety by reference to the First Amendment and the Agreement, copies of which
are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and is incorporated by reference in this
Item 1.01.