ARK RESTAURANTS CORP. (ARKR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
(a)Original Oyster House
Ark Restaurants Corp (the Company), through newly formed,
wholly-owned subsidiaries; (i) Ark Gulf Shores Real Estate, LLC,
(ii) Ark Oyster House Gulf Shores I, LLC, (iii) Ark Causeway Real
Estate, LLC, and (iv) Ark Oyster House Causeway II, LLC, has
entered into several asset purchase agreements, which were
executed effective October 21, 2016. The Company plans to fund
the purchases with cash on hand and bank borrowings.
Ark Gulf Shores Real Estate, LLC and Ark Oyster House Gulf Shores
I, LLC will purchase the business assets of Original Oyster
House, Inc. and the related real estate from Premium Properties,
Inc. for Five Million Seven Hundred Fifty Thousand Dollars
($5,750,000). This purchase is for the restaurant operating as
the Original Oyster House at 701 Gulf Shores Parkway, City of
Gulf Shores, Baldwin County, Alabama.
Ark Oyster House Causeway II, LLC and Ark Causeway Real Estate,
LLC will purchase the business assets of Original Oyster House
II, Inc. and the corresponding real estate from Gumbo Properties,
L.L.C. for Four Million Seven Hundred Thousand Dollars
($4,700,000.00). This purchase is for the restaurant operating as
the Original Oyster House at 3733A Battleship Parkway, City of
Spanish Fort, Baldwin County, Alabama.
(b) The Rustic Inn, Jupiter, Florida
On October 13, 2016, Ark Jupiter RI, LLC (Ark Jupiter), a
wholly-owned subsidiary of the Company, entered into a ROFR
Purchase and Sale Agreement (the ROFR) with SCFRC-HWG, LLC, the
landlord (the Seller) to purchase the land and building in which
the Company operates its Rustic Inn location in Jupiter, Florida.
The Seller had entered into a Purchase and Sale Agreement with a
third party to sell the premises; however, Ark Jupiters lease
provided the Company with a right of first refusal to purchase
the property. Ark Jupiter exercised the ROFR on October 4, 2016
and made a ten (10%) percent deposit on the purchase price of
approximately Five Million Two Hundred Thousand Dollars
($5,200,000.00). The closing is scheduled to occur on or before
November 18, 2016. Concurrent with the execution of the ROFR, the
Company entered into a Purchase and Sale Agreement with 1065 A1A,
LLC to sell this same property for Eight Million Two Hundred
Fifty Thousand Dollars ($8,250,000.00). A deposit of Eight
Hundred Twenty-Five Thousand Dollars ($825,000.00) is being held
in escrow and will be applied toward the sale price. The Closing
is currently scheduled to occur on November 18, 2016 immediately
after the closing of the ROFR. The Company and 1065 A1A, LLC have
entered into a temporary lease and sub-lease arrangement
effective until Closing. If for any reason the Closing for the
sale of The Rustic Inn to 1065 A1A, LLC does not occur, the lease
and sub-lease arrangements will be revoked.
Item 9.01. Financial Statements and Exhibits.
(a)Exhibits
| 2.1. |
Asset Purchase Agreement dated as of October 21, 2016, by and between Ark Gulf Shores Real Estate, LLC, Ark Oyster House Gulf Shores I, LLC, Original Oyster House, Inc. and Premium Properties, Inc. including the Real Estate Purchase and Sale Agreement. |
| 2.2. |
Asset Purchase Agreement dated as of October 21, 2016, by and between Ark Oyster House Causeway II, LLC, Ark Causeway Real Estate, LLC, Original Oyster House II, Inc. and Gumbo Properties, L.L.C. including the Real Estate Purchase and Sale Agreement. |
| 2.3 |
ROFR Purchase and Sale Agreement dated as of October 13, 2016 by and between SCFRC-HWG, LLC and Ark Jupiter RI, LLC. |
| 2.4 |
Purchase and Sale Agreement between Ark Jupiter RI, LLC and 1065 A1A, LLC |
About ARK RESTAURANTS CORP. (ARKR)