SITESTAR CORPORATION (NASDAQ:SYTE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement.
As previously reported in that certain Current Report on Form 8-K
of Sitestar Corporation (Sitestar) filed with the Securities and
Exchange Commission on September 19, 2016, Sitestars management
previously had identified, and resolved to undertake definitive
documentation in order to consummate, an opportunity with
Alluvial Capital Management, LLC (Alluvial Capital), an
unaffiliated and unrelated Delaware limited liability company and
registered investment adviser, to make a seed investment in
Alluvial Fund, LP (Alluvial Fund), a private investment fund and
limited partnership to be launched and managed by Alluvial
Capital, as general partner and investment adviser.
On December 27, 2016, Willow Oak Asset Management, LLC, a
wholly-owned subsidiary of Sitestar (Willow Oak), executed and
entered into that certain Limited Partnership Agreement of
Alluvial Fund dated as of January 1, 2017 (the Limited
Partnership Agreement). In connection with entering into the
Limited Partnership Agreement, Willow Oak also entered into a
certain Side Letter Agreement dated December 28, 2016 with
Alluvial Capital and Alluvial Fund (the Side Letter).
The Limited Partnership Agreement sets forth the general terms
and conditions governing the arrangements among Alluvial Capital,
as general partner, and the various limited partner investors of
Alluvial Fund (including Willow Oak, which was admitted as a
limited partner of Alluvial Fund to the terms thereof). The Side
Letter, as a side letter agreement to the Limited Partnership,
sets forth certain unique undertakings and terms negotiated as
between Willow Oak and Alluvial Capital in connection with Willow
Oaks admission as a limited partner of Alluvial Fund.
Under the terms of the Limited Partnership Agreement and the Side
Letter, Willow Oak has subscribed for a limited partnership
interest in Alluvial Fund and, in connection therewith, has
committed to make capital contributions to Alluvial Fund in the
aggregate amount of up to $10,000,000, which Willow Oak may fund
in four equal installments of $2,500,000 on each of December 31,
2016, March 31, 2017, June 30, 2017 and September 30, 2017.
The foregoing description of the Limited Partnership Agreement
and the Side Letter is qualified in its entirety by the contents
of the Limited Partnership Agreement and the Side Letter, each of
which are incorporated into this Item 1.01 by reference. A copy
of the Limited Partnership Agreement is attached hereto as
Exhibit 10.1. A copy of the Side Letter is attached hereto
as Exhibit 10.2. Portions of the Side Letter have been
redacted based upon a request for confidential treatment filed
with the Securities and Exchange Commission.
Item 9.01 – Financial Statements and Exhibits.
(a) Financial statements of businesses acquired not applicable
(b) Pro forma financial information not applicable
(c) Shell company transactions not applicable
(d) Exhibits:
| Exhibit No. | Exhibit Description |
| 10.1 |
Limited Partnership Agreement of Alluvial Fund, LP dated as of January 1, 2017 and entered into by Willow Oak Asset Management, LLC on December 27, 2016 |
| 10.2 |
Side Letter Agreement dated December 28, 2016 by and between Willow Oak Asset Management, LLC and Alluvial Capital Management, LLC (for itself and on behalf of Alluvial Fund, LP) * |
* to a request for confidential treatment,
portions of this Exhibit have been redacted from the publicly
filed document and have been furnished separately to the
Securities and Exchange Commission as required by Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date:December 30, 2016 | SITESTAR CORPORATION | |||
| By: | /s/ Steven L. Kiel | |||
| Steven L. Kiel | ||||
| President CEO |
Sitestar Corporation
Exhibit Index
| Exhibit No. | Exhibit Description |
| 10.1 |
Limited Partnership Agreement of Alluvial Fund, LP dated as of January 1, 2017 and entered into by Willow Oak Asset Management, LLC on December 27, 2016 |
| 10.2 |
Side Letter Agreement dated December 28, 2016 by and between Willow Oak Asset Management, LLC and Alluvial Capital Management, LLC (for itself and on behalf of Alluvial Fund, LP) * |
*