Comstock Holding Companies, Inc. (NASDAQ:CHCI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On March22, 2017, Comstock Holding Companies, Inc. (the Company)
entered into a Share Exchange Agreement (the Share Exchange
Agreement) to which the Company exchanged 772,210 shares of the
Companys Series B Non-Convertible Preferred Stock, par value
$0.01 per share and a stated value of $5.00 per share (the Series
B Preferred Stock), for 772,210 shares of the Companys newly
created Series C Non-Convertible Preferred
Stock, par value $0.01 per share and a stated value of $5.00 per
share (the Series C Preferred Stock). As described in more detail
in Item 5.03 below, the Series C Preferred Stock has a
discretionary dividend feature as opposed to the mandatory
dividend feature of the Series B Preferred Stock. The Series B
Preferred Stock acquired by the Company is being retired and all
accrued but unpaid dividends outstanding on the Series B
Preferred Stock as of March22, 2017 has been waived by the
Holders.
On March24, 2017,
the Company entered into a Share Repurchase Agreement (the Series
C Repurchase Agreement) with Investor Management, L.C., an entity
owned by Gregory V. Benson, the former Chief Operating Officer of
the Company, whereby the Company repurchased from Investor
Management, L.C. 193,052.50 shares of the Series C Preferred
Stock for Eighty-Eight Thousand Six Hundred Nineteen and
33/100ths Dollars ($88,619.33). The Series C Preferred Stock
acquired by the Company is being retired.
The foregoing
description of the Share Exchange Agreement is qualified in its
entirety and is attached hereto as Exhibit10.1. The foregoing
description of the Series C Repurchase Agreement is qualified in
its entirety by reference to the full text of the referenced
agreement which will be filed as an exhibit to the Companys Form
10-Q for the fiscal year ended March31, 2017.
| Item3.02 | Unregistered Sales of Equity Securities. |
The information
provided in Item 1.01 with respect to the issuance of the shares
of Series C Preferred Stock to the Share Exchange Agreement is
incorporated herein by reference. The shares of Series C
Preferred Stock were issued in reliance upon the exemption set
forth in Section 3(a)(9) of the Securities Act of 1933, as
amended, for securities exchanged by the issuer and existing
security holders where no commission or other remuneration is
paid or given directly or indirectly by the issuer for soliciting
such exchange.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March22, 2017,
the Company filed with the Secretary of State of the State of
Delaware a Certificate of Designation, setting forth the rights,
powers, and preferences of the Series C Preferred Stock (the
Series C Certificate of Designation). If and when declared by the
Board of Directors of the Company, in its sole discretion,
holders of the Series C Preferred Stock may receive
non-cumulative dividends at a rate per annum equal to 8.75% on
such shares of Series C Preferred Stock. Dividends, if declared,
shall be payable quarterly in arrears on the last day of March,
June, September and December in each year and may be paid in cash
or additional shares of Series C Preferred Stock.
In the event of
any liquidation (voluntary or otherwise), dissolution or winding
up of the affairs of the Company, the holders of shares of Series
C Preferred Stock will receive out of the assets of the Company
legally available for distribution to its stockholders before any
payment is made to the holders of any series of preferred stock
ranking junior to the Series C Preferred Stock or to any holder
of the Companys common stock but subject to the rights of any
class or series of securities ranking senior to or on parity with
the Series C Preferred Stock, a payment per share equal to $5.00
plus any accruing dividends accrued but unpaid, together with any
other dividends declared but unpaid thereon.
Upon the
occurrence of a Change of Control (as defined in the Series C
Certificate of Designation), the Series C Preferred Stock is
redeemable at the option of the holders of the Series C Preferred
Stock, in whole or in part, at a redemption price equal to $5.00
plus any accruing dividends accrued but unpaid, whether or not
declared, together with any other dividends declared but unpaid
thereon.
With certain
exceptions, the holders of Series C Preferred Stock have no
voting rights. However, as long as any shares of Series C
Preferred Stock remain outstanding, the Series C Certificate of
Designation provides that the Company shall not, without the
affirmative vote of holders of not less than a majority of the
shares of Series C Preferred Stock then outstanding, (a)amend,
alter or repeal the Amended and Restated Certificate of
Incorporation of the Company, including the Series C Certificate
of Designation, whether by merger, consolidation or otherwise, so
as to adversely affect the powers, preferences, privileges or
rights of the Series C Preferred Stock, (b)amend or alter the
Amended and Restated Certificate of Incorporation of the Company,
including the Series C Certificate of Designation, to create,
issue authorize or increase the authorized amount of any class or
series of capital stock of the Company ranking senior to the
Series C Preferred Stock with respect to the payment of dividends
or as to distributions upon liquidation, distribution or winding
up of the Company, or to issue any obligation or security
convertible into, exchangeable for or evidencing the right to
purchase any such class or series of capital stock or
(c)consummate a binding share exchange or reclassification
involving the Series C Preferred Stock, the sale, conveyance,
exchange or transfer of all or substantially all of the assets or
business of the Company or a merger or consolidation of the
Company with or into another entity, unless in each case the
shares of Series C Preferred Stock (i)remain outstanding or
(ii)are converted into or exchanged for preference securities of
the surviving entity or any entity controlling such entity and
such new preference securities have terms that are not materially
less favorable than the Series C Preferred Stock immediately
prior to such consummation.
The terms of the
Series C Preferred Stock are more fully set forth in the Series C
Certificate of Designation, a copy of which is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.
| Item8.01 | Other Events. |
On March24, 2017,
Comstock Acquisitions II, L.C. (Purchaser) entered into a share
repurchase agreement (the ClassA and ClassB Repurchase Agreement)
with Mr.Benson and Clareth, LLC, an entity wholly owned by
Mr.Benson (Clareth), to which it purchased 64,563 shares of the
Companys ClassA common stock and 170,250 shares of the Companys
ClassB common stock for Two Hundred Thirty-Four Thousand Eight
Hundred Thirteen and 00/100ths Dollars ($234,813). Upon
Purchasers repurchase of the Companys ClassB common stock, to the
Amended and Restated Certificate of Incorporation of the Company,
the ClassB Common stock automatically converted to ClassA common
stock. Purchaser also entered into subscription agreements with
certain accredited investors (each a Subscriber), to which the
Subscribers purchased membership interests (the Interests) in
Purchaser. Subscribers included certain executive officers and
members of the Board of Directors of the Company. The Interests
were exchanged on a one for one basis for shares of the ClassA
common stock of the Company purchased by Purchaser to the ClassA
and ClassB Repurchase Agreement.
On March24, 2017,
Christopher Clemente, the Chief Executive Officer of the Company
(B Purchaser), entered into a share repurchase agreement (the
ClassB Repurchase Agreement) with Clareth to which it purchased
25,000 shares of the Companys ClassB common stock for Twenty Five
Thousand and 00/100ths Dollars ($25,000).
As a result of the
transactions to the ClassA and B Repurchase Agreement (including
the conversion of the ClassB common stock into ClassA common
stock) and the ClassB Repurchase Agreement, the combined voting
power of the executive officers and the directors of the Company
as a voting group increased to 71.3percent (71.3%) and the voting
power of the B Purchaser increased to 60.2percent (60.2%).
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibit |
| Exhibit Number |
Description |
|
| 3.1 |
Certificate of Designation of Series C Non-Convertible Preferred Stock of Comstock Holding Companies, Inc., filed with the Secretary of State of the State of Delaware on March22, 2017. |
|
| 10.1 |
Share Exchange Agreement between Comstock Holding Companies, Inc. and Investor Management, L.C., Christopher Clemente and Teresa A. Schar dated March22, 2017. |
About Comstock Holding Companies, Inc. (NASDAQ:CHCI)
Comstock Holding Companies, Inc. is a real estate development and services company focused on the Washington, District of Columbia (D.C.) metropolitan area. The Company operates through three segments: Homebuilding, which develops properties with the intent to sell as fee-simple properties or condominiums to individual buyers or to private or institutional investors; Multi-family, which focuses on projects ranging from 75 to 200 units in locations that are supply constrained, and Real Estate Services, which offers services, including strategic planning, land development, entitlement, property management, sales and marketing, workout and turnaround strategies, financing and general construction.. It offers a range of products, including multi-family, single-family homes, townhouses, mid-rise condominiums, high-rise multi-family condominiums and mixed-use (residential and commercial) developments. The Company has properties in Northern Virginia, Maryland and District of Columbia. Comstock Holding Companies, Inc. (NASDAQ:CHCI) Recent Trading Information
Comstock Holding Companies, Inc. (NASDAQ:CHCI) closed its last trading session up +0.01 at 2.16 with 4,151 shares trading hands.