UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of Each Class | Name of each Exchange on Which Registered |
Trading Symbol(s) | ||
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On April 8, 2022, Medalist Diversified Holdings, L.P., the operating partnership of Medalist Diversified REIT, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “PSA”), a copy of which is filed hereto as Exhibit 10.1. Pursuant to the PSA, the Company, through its operating partnership, shall acquire a retail center property totaling approximately 79,732 square feet of gross leasable area located in Salisbury, North Carolina, commonly referred to as the Salisbury Marketplace property (“Salisbury Marketplace”), from RCC Salisbury Marketplace, LLC, a Virginia limited liability company and unaffiliated seller (the “Seller”), for a purchase price of $10,025,000, subject to customary prorations and adjustments. The Company has made a $100,000 earnest money deposit to the Seller, which shall become non-refundable forty-five (45) days following the execution of the PSA if the Company does not terminate the PSA prior to the expiration of such period (the “Inspection Period”). If the Company does not elect to terminate the PSA prior to the end of the Inspection Period, then the Company is required to make an additional $50,000 nonrefundable earnest money deposit to the Seller. The closing of the acquisition of the Salisbury Marketplace is expected to occur within thirty (30) days of the expiration of the Inspection Period, subject to the Company’s right to extend the closing date by fifteen (15) days upon the delivery of an additional $25,000 nonrefundable earnest money deposit. The Company expects to invest up to approximately $3.2 million of equity in Salisbury Marketplace.
The PSA contains provisions, representations, warranties, covenants and indemnities that are customary and standard for the real estate industry and the purchase of a retail center property. Several conditions to closing on the acquisition remain to be satisfied, and there can be no assurance that we will complete the transaction on the general terms described above or at all.
Certain statements included in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements above include, but are not limited to, matters identified as expectations and matters with respect to the future acquisition of Salisbury Marketplace. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For more information regarding risks and uncertainties that may affect the Company’s future results, review the Company’s filings with the Securities and Exchange Commission.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Purchase and Sale Agreement, dated as of April 8, 2022, by and between RCC Salisbury Marketplace, LLC and Medalist Diversified Holdings, L.P. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant 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.
| MEDALIST DIVERSIFIED REIT, INC. | ||
| Dated: April 12, 2022 | By: | /s/ Thomas E. Messier |
| Thomas E. Messier | ||
| Chief Executive Officer, Chairman of the Board, Treasurer and Secretary | ||