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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
23, 2021
BITNILE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-12711 |
|
94-1721931 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification
No.) |
11411 Southern Highlands Parkway,
Suite 240,
Las Vegas,
NV
89141
(Address of principal executive offices) (Zip Code)
(949)
444-5464
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-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, $0.001 par value |
|
NILE |
|
NYSE 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 o
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. o
|
Item 1.01 |
Entry into a Material Definitive Agreement |
On December 22, 2021 (the “Closing Date”), 1801 Deming, LLC
(“1801 Deming”), 2226 Deming, LLC (“2226 Deming”),
8400 Market, LLC (“8400 Market”) and 7605 Walton, LLC
(“7605 Walton”, and together with 1801 Deming, 2226 Deming
and 8400 Market, the “Property Owners”), which are wholly
owned subsidiaries of AGREE Madison, LLC, which is a wholly owned
subsidiary of Ault Global Real Estate Equities, Inc., which is a
wholly owned subsidiary of Ault Alliance, Inc. (“Ault
Alliance”), which is a wholly owned subsidiary of BitNile
Holdings, Inc. (the “Company”), entered into construction
loan agreements (the “Loan Agreements”) in the aggregate
amount of $68,750,000 (the “Loans”) in connection with the
acquisition of four hotel properties (the “Properties”), as
follows:
Borrower |
Lender |
Property |
Loan Amount |
|
|
|
|
1801 Deming, LLC |
PDOF Q4 21 Middleton 1801, LLC |
133-room Hilton Garden Inn
1801 Deming Street, Middleton, WI 53562
|
$16,750,000.00 |
2226 Deming, LLC |
PDOF Q4 21 Middleton 2266, LLC |
136-room Courtyard by Marriott
2266 Deming Street, Middleton, WI 53562
|
$14,250,000.00 |
8400 Market, LLC |
PDOF Q4 21 Middleton 8400, LLC |
122-room Residence Inn by Marriott
8400 Market Street, Middleton, WI 53562
|
$15,375,000.00 |
7605 Walton, LLC |
PDOF Q4 21 Rockford 7605, LLC |
135-room Hilton Garden Inn
7605 Walton Street, Rockford, IL 61108
|
$22,375,000.00 |
The Properties were acquired on the Closing Date for an aggregate
purchase price of $69,200,000, of which $2,500,000 was previously
funded on deposit, $21,378,000 was paid by the Company on the
Closing Date, and the remaining amounts were funded from the Loans.
The remaining $23,428,000 of the Loans are available to be drawn
upon by the Property Owners towards the completion of the
$13,700,000 in property improvement plans (“PIPs”) the
Property Owners agreed to undertake, as well as to fund working
capital, interest reserves, franchise fees and other costs and
expenses related to the acquisition.
The Loans are due on January 1, 2025 (the “Maturity Date”),
but may be extended by the Property Owners for two additional
12-month terms, subject to certain terms and conditions as set
forth in the Loan Agreements. The Loans accrue interest at a rate
equal to the greater of (i) the LIBOR Rate plus 675 basis points or
(ii) 7% per annum. The Property Owners will make monthly
installment payments of interest only, starting January 1,
2022.
The Property Owners paid a loan commitment fee of 1% of the total
amount of the Loans on the Closing Date, and will pay an exit fee
of 0.5% of the total amount of the Loans, which is fully earned on
the Closing Date but payable on the earlier of the Maturity Date or
the date of payment in full of the Loans. The Loans have maximum
loan-to-value and loan-to-cost ratios that cannot exceed 75%. The
Loans contain customary representations, warranties and covenants
for transactions of this nature.
The Loans are secured by a mortgage, assignment of rents and
leases, security agreement and fixture filing (the
“Mortgage”). In addition, the Property Owners entered into
an assignment of leases, rents and profits (the
“Assignment”) to secure the obligations due under the Loans.
Ault Alliance also provided a completion guaranty (the
“Guaranty”) to the lenders for the completion of the
PIPs.
The foregoing descriptions of the Loan Agreement, Mortgage,
Assignment and Guaranty do not purport to be complete and are
qualified in their entirety by reference to their respective forms
which are annexed hereto as Exhibits 10.1,
10.2,
10.3 and
10.4,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. The foregoing does not
purport to be a complete description of the rights and obligations
of the parties thereunder and such descriptions are qualified in
their entirety by reference to such exhibits.
|
Item 2.01 |
Completion of Acquisition or Disposition of Assets |
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference to this Item
2.01.
|
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant |
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference to this Item 2.03.
|
Item 7.01 |
Regulation FD Disclosure |
On December 23, 2021, the Company issued a press release announcing
the acquisition of the Properties. A copy of the press release is
furnished herewith as Exhibit 99.1 and is
incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the
information under this item shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a
filing. This report will not be deemed an admission as to the
materiality of any information required to be disclosed solely to
satisfy the requirements of Regulation FD.
The Securities and Exchange Commission encourages registrants to
disclose forward-looking information so that investors can better
understand the future prospects of a registrant and make informed
investment decisions. This Current Report on Form 8-K and exhibits
may contain these types of statements, which are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, and which involve risks, uncertainties and
reflect the Registrant’s judgment as of the date of this Current
Report on Form 8-K. Forward-looking statements may relate to, among
other things, operating results and are indicated by words or
phrases such as “expects,” “should,” “will,” and similar words or
phrases. These statements are subject to inherent uncertainties and
risks that could cause actual results to differ materially from
those anticipated at the date of this Current Report on Form 8-K.
Investors are cautioned not to rely unduly on forward-looking
statements when evaluating the information presented within.
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Item 9.01 |
Financial Statements and Exhibits |
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.
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BITNILE HOLDINGS, INC. |
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|
|
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Dated: December 23,
2021 |
/s/ Henry Nisser |
|
|
Henry Nisser |
|
President and General
Counsel |
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