AMREP CORPORATION (NYSE:AXR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On April 26, 2019, Palm Coast Data Holdco, Inc. (Seller), a wholly owned indirect subsidiary of AMREP Corporation (AMREP), entered into a membership interest purchase agreement (the Purchase Agreement) with Studio Membership Services, LLC (Buyer). The closing of the transactions contemplated by the Purchase Agreement occurred on April 26, 2019 (the Closing Date).

to the Purchase Agreement, Buyer acquired AMREPs fulfillment services business through the purchase from Seller of all of the membership interests (the Membership Interests) of Palm Coast Data LLC (PCDLLC) (which owns all of the membership interests of FulCircle Media, LLC) and Media Data Resources, LLC (PCDLLC, FulCircle Media, LLC and Media Data Resources, LLC are collectively referred to herein as the Company Group).

The purchase price for the Membership Interests was $1.0 million, which was paid by Buyer to Seller on the Closing Date. In addition, (1) during the period from February 1, 2019 through the Closing Date, the Company Group distributed to Seller and its affiliates (not including the Company Group) $3.1 million of cash and (2) substantially all of the intercompany amounts of the Company Group due to or from AMREP and its direct and indirect subsidiaries (not including the Company Group) were eliminated through offsets, releases and capital contributions. Buyer and Seller provided customary indemnifications under the Purchase Agreement and provided each other with customary representations, warranties and covenants.

In connection with the Purchase Agreement, PCDLLC entered into two triple net lease agreements, each dated as of the Closing Date (each, a Lease Agreement and, together, the Lease Agreements), to which PCDLLC has agreed to lease (1) from Two Commerce LLC (TC), a subsidiary of AMREP, a 61,000 square foot facility located in Palm Coast, Florida, and (2) from Commerce Blvd Holdings, LLC (CBH), a subsidiary of AMREP, an approximately 143,000 square foot facility in Palm Coast, Florida.

to each Lease Agreement, all structural, mechanical, maintenance and other costs associated with the applicable facility being leased are the responsibility of PCDLLC. The term of each Lease Agreement is 10 years. At the option of PCDLLC, the expiration date of each Lease Agreement may be accelerated (1) to the date PCDLLC pays the applicable landlord an amount equal to the present value of all future rent calculated as of the proposed expiration date or (2) to a date within 30 days after the sixth anniversary of the Closing Date if PCDLLC pays the applicable landlord an amount equal to 90% of the present value of all future rent calculated as of the proposed expiration date. to the Lease Agreements, PCDLLC will pay to TC and CBH the aggregate annual rent set forth below, which is payable in equal monthly installments in each of the applicable years, subject to a waiver of the payment of rent attributable to the month of May 2019.

AMREP CORP. Exhibit
EX-10.1 2 tv519635_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   EXECUTION COPY   MEMBERSHIP INTEREST PURCHASE AGREEMENT   by and between   PALM COAST DATA HOLDCO,…
To view the full exhibit click here

About AMREP CORPORATION (NYSE:AXR)

Amrep Corporation is a holding company. The Company, through its subsidiaries, operates through two segments: real estate operations and fulfillment services. The Company conducts its real estate business through AMREP Southwest Inc. (AMREP Southwest) and its subsidiaries, with its activities occurring primarily in the City of Rio Rancho and certain adjoining areas of Sandoval County, New Mexico. The real estate operations include land sales and lease activities. Its fulfillment services is offered through its subsidiary Palm Coast Data LLC (Palm Coast) and its affiliates. Its fulfillment services business performs fulfillment and contact center services, including subscriber list and database management, payment and order processing and accounting, subscriber mailing services, customer service and contact center management, data processing and business intelligence solutions, print and digital marketing solutions, and product fulfillment warehousing, processing and distribution.