Current Report Filing (8-k)
November 13 2020 - 4:49PM
Edgar (US Regulatory)
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 9, 2020
Medalist Diversified
REIT, Inc.
(Exact Name of Registrant
as Specified in Its Charter)
Maryland
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001-38719
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47-5201540
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1051 E. Cary Street Suite
601
James Center Three
Richmond, VA,
23219
(Address of principal
executive offices)
(804) 344-4435
(Registrant’s
telephone number, including area code)
None
(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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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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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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¨
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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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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company
x
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. ¨
Securities registered pursuant
to Section 12(b) of the Act:
Title of Each Class
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Name of each Exchange
on Which Registered
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Trading
Symbol(s)
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Common Stock, $0.01 par value
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Nasdaq Capital Market
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MDRR
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8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
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Nasdaq Capital Market
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MDRRP
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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A wholly owned subsidiary of Medalist Diversified
REIT, Inc. (the “Company”), PMI Greensboro, LLC (“PMI”), each as borrowers, and Benefit Street Partners
Realty Operating Partnership, L.P. (“Benefit Street”), as lender, previously entered into that certain Loan Agreement,
dated as of November 3, 2017 (the “Loan Agreement”), in connection with the mortgage loan (the “Loan”)
made in connection with the acquisition of the Hampton Inn hotel property located in Greensboro, NC (the “Property”),
as previously disclosed. On November 9, 2020, the Company, PMI and BSPRT 2018-FL3 Issuer, LTD. (as successor in interest to Benefit
Street, the “Lender”), entered into that certain First Amendment to the Loan Agreement (the “First Amendment”)
whereby, among other things:
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•
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the principal of the Loan was reduced by $200,000;
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the borrowers deposited additional interest reserves
of $250,000;
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•
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the maturity date of the Loan was extended for 18 months
to May 9, 2022 with a six month extension at the option of the borrowers; and
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•
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the interest rate floor was increased from 6.1% to 6.25%.
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As consideration for the cash provided
by the Company for the principal reduction payment, additional interest reserves, fees and other property-related costs, PMI
agreed to transfer part of its tenant in common interest in the Property to the Company resulting in the Company’s
tenant in common interest in the Property increasing from 75% to 78% and PMI’s tenant in common interest decreasing
from 25% to 22% effective as of the date of the First Amendment.
The foregoing description of the First Amendment
is qualified in its entirety by reference to the First Amendment, a copy of which are filed as Exhibits 10.1 to this Current Report
on Form 8-K and is incorporated by reference in this Item 1.01.
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ITEM 2.03
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CREATION OF A DIRECT FINANCIAL OBLIGATION.
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The information set forth under Item 1.01
of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) 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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MEDALIST DIVERSIFIED REIT, INC.
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Dated: November 13, 2020
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By:
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/s/ Thomas E. Messier
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Thomas E. Messier
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Chief Executive Officer, Chairman of the Board, Treasurer and Secretary
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