Banyan Rail Services Inc. (OTCMKTS:BARA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry Into a Material Definitive Agreement. |
On June 8, 2017, Banyan Rail Services Inc. (the Company) entered
into an office lease and administrative support agreement (the
Agreement) with Boca Equity Partners LLC (BEP). The Agreement has
a month-to-month term commencing on June 1, 2017. The Agreement
provides for the Companys use of a portion of BEPs offices and
certain overhead items at the BEP offices such as space,
utilities and other administrative services for $15,000 a month.
The Agreement replaces the February 3, 2017 office lease and
administrative support agreement between the Company and BEP and
includes additional general office and administrative staff
support services.
On June 14, 2017, the Company entered into a letter of intent
(the LOI) to reacquire all of the capital units of Banyan Medical
Partners LLC (BMP) from Patriot Equity, LLC (Patriot), for
$9,536,582. In 2016, Banyan formed BMP and its subsidiary, Banyan
Surprise Plaza LLC (BSP), to pursue the acquisition of medical
office buildings. In August 2016, BSP entered into an agreement
to purchase the Surprise Medical Plaza, located in Surprise,
Arizona. Management was unable to complete the transaction in the
time frame provided for in the purchase agreement and the board
decided to transfer BMP and BSP to Patriot in March 2017. BSP
subsequently completed the acquisition of the Surprise Medical
Plaza property.
The LOI is non-binding, provides for a ninety-day exclusive
diligence period, and is contingent upon the Company obtaining
additional financing to complete the acquisition.
Gary O. Marino, the Companys chairman of the board, is the
chairman, president, and chief executive officer of BEP, and Gary
O. Marino, Paul S. Dennis, the Companys interim CEO and CFO, and
director Donald S. Denbo, also hold membership interests in BEP.
Mr. Marino is the sole member and managing member of Patriot.
The foregoing description of the Agreement and the LOI are not
complete and are qualified in their entirety by reference to the
Agreement and LOI, which are attached to this Current Report on
Form 8-K as exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 10.1 |
Office Lease and Administrative Support Agreement, dated as of June 8, 2017, by and between Banyan Rail Services Inc. and Boca Equity Partners, LLC. |
| 10.2 |
Letter of Intent, dated as of June 14, 2017, by and between Banyan Rail Services Inc. and Patriot Equity, LLC. |
About Banyan Rail Services Inc. (OTCMKTS:BARA)
Banyan Rail Services Inc. is a shell company. The Company focuses on acquiring companies within the industrial, energy, transportation, technology and healthcare industries across North America. The Company has not generated any revenues. The Company may also explore acquisitions in other industries. The Company does not have any operations.