Presidential Realty Corporation (OTCMKTS:PDNLB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On December 16, 2016, Presidential Realty Corporation (the
Company) and its newly formed operating partnership, Presidential
Realty Operating Partnership LP (Presidential OP), entered into
an interest contribution agreement (the Agreement) with First
Capital Real Estate Trust Incorporated (FC REIT), First Capital
Real Estate Operating Partnership (the FC OP), Township Nine
Owner, LLC, Capital Station Holdings, LLC, Capital Station
Member, LLC, Capital Station 65 LLC and Avalon Jubilee LLC.
The Agreement provides that the FC OP will contribute to the
Presidential OP (i) 66% of its 92% ownership interests in
Township Nine Owner LLC, which indirectly owns the fee simple
interest in 23 parcels of land located in Sacramento, California
(collectively, the T9 Properties) and (ii) all of its 31.3%
interest in Avalon Jubilee LLC, the owner of real property
consisting of 251, non-contiguous single-family, residential lots
and a 10,000 square foot clubhouse, within the Jubilee at Los
Lunas subdivision (the Avalon Property), in exchange for
37,281,000 convertible units of Presidential OP (the OP Units).
The 37,281,000 OP Units will be convertible into a like number of
shares of the Companys Class B Common Stock. The purchase price
for the properties is $37,281,000 based upon a valuation of $1.00
per OP Unit. At the closing of the T9 Properties, Presidential
and Presidential OP will assume 66% of the liabilities with
respect to an existing loan secured by a deed of trust on the T9
Properties, among other things (and/or any replacement financing
thereof). The Agreement contemplates that after the transaction
is consummated, Presidential will become internally managed and
led by Joaquin de Monet, the founder of Palisades Capital Realty
Advisors. Initially, Palisades Capital will be retained as a
consultant to an agreement to be entered into between Palisades
and the Company.
On or before the closing for the Avalon Property, the parties and
Group Advisors, LLC, a company owned by the BBJ Irrevocable
Family Trust, holder of shares of the Companys Class A and Class
B common shares (), will enter into an agreement (i) for the
issuance of 1,000,000 Class B shares to in consideration for
sourcing, negotiating and documenting the transactions (the
Transaction Fee) and (ii) subject to the Closing for the T9
Property, 2,000,000 Class B shares to as a consulting fee for
services to be performed over a period of four years as directed
by the Company (Consulting Fee). The Transaction Fee will be
payable by the Company and earned upon execution of the
Agreement. The Consulting Fee is to be paid over a four year
period in equal installments.
On for before the closing for the Avalon Property, the Company is
to enter into documentation for the cancellation of certain stock
options and warrants held by Alexander Ludwig, a director and
President of the Company, in consideration for the issuance of
1,000,000 Class B shares to Mr. Ludwig and for the payment of
past due and current directors fees due non-management directors
and one former non-management director, in consideration for the
issuance of an aggregate of 500,000 Class B shares.
The Agreement is subject to approval of the Companys Board of
Directors on or before December 23, 2016. Each closing is subject
to certain closing conditions and contingencies.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit No. |
Description |
|
|
10.1 |
Interest Contribution Agreement, dated as of December 16, |
About Presidential Realty Corporation (OTCMKTS:PDNLB)
Presidential Realty Corporation is a self-administrated, self-managed real estate investment trust. The Company holds, directly or indirectly, interests in real estate and interests in entities that own real estate. The Company’s segment includes investments in real estate related assets. The Company holds interests in the Mapletree Industrial Center located in Palmer, Massachusetts. The Mapletree Industrial Center is a multi-tenant rental facility. The Mapletree Industrial Center property consists of approximately 30 buildings located on over 50 acres. The property offers traditional office space and industrial/warehouse space, along with vacant land with rail access ready for development. The buildings comprise a total of approximately 418,680 square feet, with over 393,488 square feet of rentable space. Presidential Realty Corporation (OTCMKTS:PDNLB) Recent Trading Information
Presidential Realty Corporation (OTCMKTS:PDNLB) closed its last trading session up +0.0299 at 0.0600 with 125,828 shares trading hands.