Medalist Diversified REIT Enters Material Agreement on Feb 15

TL;DR

**MDRR just entered a material definitive agreement, likely impacting its stock and preferred shares.**

AI Summary

Medalist Diversified REIT, Inc. filed an 8-K on February 20, 2024, reporting an event that occurred on February 15, 2024. The filing indicates an entry into a material definitive agreement, specifically mentioning common stock and Series A Cumulative Redeemable Preferred Stock 8.0 Percent. The company, incorporated in Maryland, has a business address in Richmond, VA, and a telephone number of 804-338-7708.

Why It Matters

This filing signals a significant corporate action by Medalist Diversified REIT, potentially impacting its capital structure and future financial obligations, which could affect shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without specific details, which introduces uncertainty regarding its potential impact on the company.

Key Players & Entities

• Medalist Diversified REIT, Inc. (company) — Registrant
• February 15, 2024 (date) — Date of earliest event reported
• February 20, 2024 (date) — Filed as of date
• Maryland (company) — State of incorporation
• Richmond, VA (company) — Principal executive offices
• 804-338-7708 (dollar_amount) — Registrant's telephone number
• Common Stock (company) — Security mentioned
• Series A Cumulative Redeemable Preferred Stock 8.0 Percent (company) — Security mentioned

FAQ

Key Financial Figures

• $0.01 — d Trading Symbol(s) Common Stock, $0.01 par value Nasdaq Capital Market MDR
• $2,400,000.00 — ice for the N. Central Ave. Property is $2,400,000.00 (the "Purchase Price") subject to the p
• $5.75 — partnership (the "OP Units") valued at $5.75 per OP Unit; and (ii) cash sufficient t
• $15,000.00 — red to make an earnest money deposit of $15,000.00 ("Deposit") within 15 days of the Effec
• $98,410.94 — e for the Hanover Outparcel Property is $98,410.94 (the "Purchase Price"). The Purchase Pr
• $61,589.06 — ner. The sale price for the OP Units is $61,589.06 (the "OP Unit Purchase Price"). The OP

Filing Documents

• tm246743d1_8k.htm (8-K) — 36KB
• tm246743d1_ex10-1.htm (EX-10.1) — 231KB
• tm246743d1_ex10-2.htm (EX-10.2) — 55KB
• tm246743d1_ex10-3.htm (EX-10.3) — 25KB
• image_001.jpg (GRAPHIC) — 23KB
• 0001104659-24-025554.txt ( ) — 666KB
• mdrr-20240215.xsd (EX-101.SCH) — 4KB
• mdrr-20240215_def.xml (EX-101.DEF) — 26KB
• mdrr-20240215_lab.xml (EX-101.LAB) — 36KB
• mdrr-20240215_pre.xml (EX-101.PRE) — 25KB
• tm246743d1_8k_htm.xml (XML) — 5KB

01

Item 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT On February 15, 2024 (the "Effective Date"), Medalist Diversified REIT, Inc. (the "Company"), entered into a Purchase and Sale Agreement (the "N. Central Ave. PSA"), a copy of which is filed hereto as Exhibit 10.1, with RMP N. Central Ave., LLC, a Delaware limited liability company ("Seller"), whereby the Company agreed to purchase that certain tract of real property identified as containing building with a physical address of 3535 North Central Avenue, Chicago, IL 60634, and more particularly described in Exhibit "A" to the N. Central Ave. PSA (the "N. Central Ave. Property"). Seller is a related party in that RMP's sole manager and member is CWS BET Seattle, LP, a Delaware limited partnership, a company controlled and owned by Frank Kavanaugh, our Chief Executive Officer and a member of our Board of Directors. Mr. Kavanaugh is also RMP's president. The purchase price for the N. Central Ave. Property is $2,400,000.00 (the "Purchase Price") subject to the prorations and adjustments described in the N. Central Ave. PSA. The Purchase Price is to be paid by the Company to Seller at Closing (as that term is defined in the N. Central Ave. PSA) in a combination of (i) Operating Partnership Units in Medalist Diversified Holdings, LP, a Maryland limited partnership (the "OP Units") valued at $5.75 per OP Unit; and (ii) cash sufficient to cover Seller's transaction costs (such as prorated rent, commissions, title/escrow fees, transfer taxes, legals fees, etc.). The Company is required to make an earnest money deposit of $15,000.00 ("Deposit") within 15 days of the Effective Date. The N. Central Ave. PSA contains provisions, representations, warranties, covenants, conditions and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. Several conditions to closing on the sale remain to be satisfied, and there can be no assurance that we will complete the transactio

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description of Exhibit 10.1 Purchase and Sale Agreement dated February 15, 2024 10.2 Purchase and Sale Agreement dated February 16, 2024 10.3 OP Unit Purchase Agreement dated February 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MEDALIST DIVERSIFIED REIT, INC. Dated: February 20, 2024 By: /s/ C. Brent Winn, Jr. C. Brent Winn, Jr. Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR