INNSUITES HOSPITALITY TRUST (NYSEMKT:IHT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Enter Into a Material Definitive Agreement |
On February 15, 2017, InnSuites Hospitality Trust (IHT) and RRF
Limited Partnership (Partnership) entered into a restructuring
agreement included in Exhibit 10.1 with Rare Earth Financial, LLC
(REF) to allow for the sale of non-controlling partnership units
in Yuma Hospitality Properties LP (Yuma) for $10,000 per unit,
which operates the Yuma InnSuites Best Western Hotel Suites hotel
property, a 166 unit hotel in Yuma, Arizona (the Property). REF
and IHT are restructuring the Yuma Partnership Interest from
General Partner majority-owned to accredited investor
majority-owned. Total interests outstanding will remain unchanged
at 800 with Class A, Class B and Class C Limited Liability
Limited Partnership Interests (referred to collectively as
Interests) restructured with the Yuma Partnership purchasing 300
existing IHT Class B Interests and reissuing 300 Class A units to
accredited investors as Class A Interests causing Yuma to offer
and sell up to approximately 300 Class A (2017 series) Interests.
REF, as a General Partner of Yuma, will coordinate the offering
and sale of Class A Interests to qualified third parties. REF and
other REF Affiliates may purchase Interests under the offering.
This restructuring is part of the Trusts Equity Enhancement Plan
to comply with Section 1003(a)(iii) of the NYSE MKT Company
Guide.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In the event of the sale or capital raise of the Trusts
technology division by January 31, 2019, the IHT Board of
Trustees (Committee) and the IHT Board of Trustees (Board)
authorized payments to Pamela J. Barnhill, President, Chief
Operating Officer, Vice Chairperson of the Board and Trustee of
the Trust, Marc E. Berg, Executive Vice President, Secretary,
Treasurer and Trustee of the Trust, and Adam B. Remis, Chief
Financial Officer of the Trust (individually, an Executive and
collectively, the Executives). Per the attached bonus agreement
included as Exhibit 10.2, Ms. Barnhill will receive an amount
equal to 10% of the gross sale or transfer price over and above
the starting value or 10% of the capital raised if not a sale.
Mr. Berg will receive a bonus of 10% of the amount paid to Ms.
Barnhill. Mr. Remis will receive a bonus of 25% of the amount
paid to Ms. Barnhill. The Committee reserve the right to award
Mr. Remis an amount in the range of 20% to 40% of the amount paid
to Ms. Barnhill. These bonuses would be payable in cash, stock,
or any combination hereof, as determined by the Compensation
Committee, in proportion to the form of payment received by the
Trust. In addition, if Ms. Barnhill were the procuring cause
and/or played a major part in the sale, Ms. Barnhill would
receive an additional 3% of the sales price paid at the time and
in proportion to the type of payment received by the Trust.
About INNSUITES HOSPITALITY TRUST (NYSEMKT:IHT)
InnSuites Hospitality Trust (the Trust) is a real estate investment trust. The Trust is engaged in the ownership and operation of hotel properties. The Trust, with its affiliates RRF Limited Partnership and InnSuites Hotels, Inc., owns interest and operates approximately four hotels, provides management services for approximately six hotels and provides trademark license services for approximately seven hotels. The Trust operates through two segments: Hotel Operations & Corporate Overhead and IBC Developments. Its Hotel Operations & Corporate Overhead segment consists of its hotel operations at its Yuma, Arizona property. Its InnDependent Boutique Collection (IBC Hotels) or IBC Developments, a subsidiary of InnSuites Hospitality Trust, has a network of approximately 6,300 unrelated hotel properties. It provides revenue generating services and cost savings solutions to independent boutique hotels. The Trust’s hotels are trademarked as InnSuites Hotels. INNSUITES HOSPITALITY TRUST (NYSEMKT:IHT) Recent Trading Information
INNSUITES HOSPITALITY TRUST (NYSEMKT:IHT) closed its last trading session down -0.10 at 2.03 with 179 shares trading hands.