UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 1.01 Entry into a Material Definitive Agreement
Rent Confirmation
On December 28, 2023, the board of directors of Procaccianti Hotel REIT, Inc. (the “Company”) (i) authorized the entry into a Confirmation of Renewal Period Rent, effective as of December 31, 2023 (the “Hotel Indigo Rent Confirmation”), by and between PHR TCI, LLC, a Delaware limited company and wholly-owned subsidiary of the Company (“PHR TCI”), and PHR TCI OPCO SUB, LLC, a Michigan limited company and wholly-owned subsidiary of the Company (“PHR TCI OPCO SUB”), which, among other things, establishes the rents for the first renewal period of that certain Amended and Restated Hotel Lease, dated August 15, 2018, by and between PHR TCI and PHR TCI OPCO SUB.
A copy of the Hotel Indigo Rent Confirmation is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure as set forth in this Item 1.01 is intended to be a summary only and is qualified in its entirely by reference to the full text of the Hotel Indigo Rent Confirmation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
10.1 | Confirmation of Renewal Period Rent, by and between PHR TCI and PHR TCI OPCO SUB, effective as of December 31, 2023. | |
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.
PROCACCIANTI HOTEL REIT, INC. | ||
Date: December 28, 2023 | By: | /s/ Gregory Vickowski |
Gregory Vickowski | ||
Chief Financial Officer |
Exhibit 10.1
CONFIRMATION OF RENEWAL PERIOD RENT
This CONFIRMATION OF RENEWAL PERIOD RENT (this "Agreement") is made effective as of the 31st day of December, 2023 (the "Effective Date"), by and between PHR TCI, LLC, a Delaware limited liability company ("Landlord"), and PHR TCI OPCO SUB, LLC, a Michigan limited liability company ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Hotel Lease dated August 15, 2018 (the "Lease") for certain real property located at 263 W Grandview Parkway, Traverse City, Michigan 49684, as more particularly described in the Lease (the "Land") and all improvements thereon, including the building that is being operated as a hotel consisting of guest rooms and other facilities owned by Landlord (the "Leased Property").
WHEREAS, in connection with the automatic extension of Term pursuant to Section 2.2 of the Lease, Landlord and Tenant desire to confirm and agree upon the Base Rent and Percentage Rent during the first Renewal Term of the Lease, in the manner herein set forth.
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:
1. Definitions/Recitals. Terms used but not defined in this Agreement will have the definitions given to them in the Lease. The recitals set forth above are incorporated herein and made a part of this Agreement to the same extent as if set forth herein in full.
2. Rent. During the Renewal Term, Rent shall be paid in accordance with the following:
Fixed Rent: Fixed Rent shall be paid monthly in the amounts shown on the table attached hereto as Exhibit A.
Percentage Rent: Percentage Rent shall be paid monthly in the percentages in excess of the corresponding Gross Revenue figure as shown on the table attached hereto as Exhibit B.
Except as provided above, the specific method and timing of payment of Rent under this Section 3 shall continue to be governed by the Lease.
3. Ratifications. Except as provided otherwise herein, the Lease shall remain in full force and effect, and Landlord and Tenant hereby ratify and reaffirm the terms, covenants, premises, warranties, representations and conditions hereof and thereof. The Lease, as amended hereby, shall be binding upon, and shall inure to the benefit of the parties hereto, and their respective heirs, successors, assigns and anyone claiming by, through and under any of them, whether voluntary by act of the parties or involuntary by operation of law.
4. Authority. By execution hereof, each of Tenant and Landlord represents and warrants that it has the power to make, deliver and perform under this Agreement.
5. Counterpart Execution. This Agreement may be executed in one or more signature page counterparts, each of which, when combined with the remainder of this Agreement, shall constitute one and the same document. Transmission of an executed signature page of this Agreement by email shall be effective to create a binding agreement, but the transmitting party must thereafter provide an original signature page to the other party upon request.
[Signatures appear on next page]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered effective as of the day and year first above written.
LANDLORD: | ||
PHR TCI, LLC, | ||
a Delaware limited liability company | ||
By: | /s/ James A. Procaccianti | |
Name: | James A. Procaccianti | |
Its: | Authorized Signer | |
TENANT: | ||
PHR TCI OPCO SUB, LLC, | ||
a Michigan limited liability company | ||
By: | /s/ James A. Procaccianti | |
Name: | James A. Procaccianti | |
Its: | Authorized Signer |
Exhibit A
Fixed Rent
Month/Year | Fixed Rent |
1/31/24 | 136,645 |
2/29/24 | 136,645 |
3/31/24 | 136,645 |
4/30/24 | 136,645 |
5/31/24 | 136,645 |
6/30/24 | 136,645 |
7/31/24 | 136,645 |
8/31/24 | 136,645 |
9/30/24 | 136,645 |
10/31/24 | 136,645 |
11/30/24 | 136,645 |
12/31/24 | 136,645 |
1/31/25 | 141,850 |
2/28/25 | 141,850 |
3/31/25 | 141,850 |
4/30/25 | 141,850 |
5/31/25 | 141,850 |
6/30/25 | 141,850 |
7/31/25 | 141,850 |
8/31/25 | 141,850 |
9/30/25 | 141,850 |
10/31/25 | 141,850 |
11/30/25 | 141,850 |
12/31/25 | 141,850 |
1/31/26 | 141,703 |
2/28/26 | 141,703 |
3/31/26 | 141,703 |
4/30/26 | 141,703 |
5/31/26 | 141,703 |
6/30/26 | 141,703 |
7/31/26 | 141,703 |
8/31/26 | 141,703 |
9/30/26 | 141,703 |
10/31/26 | 141,703 |
11/30/26 | 141,703 |
12/31/26 | 141,703 |
1/31/27 | 141,130 |
2/28/27 | 141,130 |
3/31/27 | 141,130 |
4/30/27 | 141,130 |
5/31/27 | 141,130 |
6/30/27 | 141,130 |
7/31/27 | 141,130 |
8/31/27 | 141,130 |
9/30/27 | 141,130 |
10/31/27 | 141,130 |
11/30/27 | 141,130 |
12/31/27 | 141,130 |
1/31/28 | 140,468 |
2/29/28 | 140,468 |
3/31/28 | 140,468 |
4/30/28 | 140,468 |
5/31/28 | 140,468 |
6/30/28 | 140,468 |
7/31/28 | 140,468 |
8/31/28 | 140,468 |
9/30/28 | 140,468 |
10/31/28 | 140,468 |
11/30/28 | 140,468 |
12/31/28 | 140,468 |
Exhibit B
Percentage Rent
Month/Year | Gross Revenue Floor | Percentage Rent |
1/31/24 | 211,309 | 76.63% |
2/29/24 | 267,005 | 76.63% |
3/31/24 | 270,559 | 76.63% |
4/30/24 | 317,278 | 76.63% |
5/31/24 | 550,684 | 76.63% |
6/30/24 | 803,451 | 76.63% |
7/31/24 | 1,163,942 | 76.63% |
8/31/24 | 1,085,178 | 76.63% |
9/30/24 | 703,532 | 76.63% |
10/31/24 | 630,482 | 76.63% |
11/30/24 | 314,180 | 76.63% |
12/31/24 | 332,399 | 76.63% |
1/31/25 | 211,309 | 70.23% |
2/28/25 | 267,005 | 70.23% |
3/31/25 | 270,559 | 70.23% |
4/30/25 | 317,278 | 70.23% |
5/31/25 | 550,684 | 70.23% |
6/30/25 | 803,451 | 70.23% |
7/31/25 | 1,163,942 | 70.23% |
8/31/25 | 1,085,178 | 70.23% |
9/30/25 | 703,532 | 70.23% |
10/31/25 | 630,482 | 70.23% |
11/30/25 | 314,180 | 70.23% |
12/31/25 | 332,399 | 70.23% |
1/31/26 | 211,309 | 66.28% |
2/28/26 | 267,005 | 66.28% |
3/31/26 | 270,559 | 66.28% |
4/30/26 | 317,278 | 66.28% |
5/31/26 | 550,684 | 66.28% |
6/30/26 | 803,451 | 66.28% |
7/31/26 | 1,163,942 | 66.28% |
8/31/26 | 1,085,178 | 66.28% |
9/30/26 | 703,532 | 66.28% |
10/31/26 | 630,482 | 66.28% |
11/30/26 | 314,180 | 66.28% |
12/31/26 | 332,399 | 66.28% |
1/31/27 | 211,309 | 62.70% |
2/28/27 | 267,005 | 62.70% |
3/31/27 | 270,559 | 62.70% |
4/30/27 | 317,278 | 62.70% |
5/31/27 | 550,684 | 62.70% |
6/30/27 | 803,451 | 62.70% |
7/31/27 | 1,163,942 | 62.70% |
8/31/27 | 1,085,178 | 62.70% |
9/30/27 | 703,532 | 62.70% |
10/31/27 | 630,482 | 62.70% |
11/30/27 | 314,180 | 62.70% |
12/31/27 | 332,399 | 62.70% |
1/31/28 | 211,309 | 59.34% |
2/29/28 | 267,005 | 59.34% |
3/31/28 | 270,559 | 59.34% |
4/30/28 | 317,278 | 59.34% |
5/31/28 | 550,684 | 59.34% |
6/30/28 | 803,451 | 59.34% |
7/31/28 | 1,163,942 | 59.34% |
8/31/28 | 1,085,178 | 59.34% |
9/30/28 | 703,532 | 59.34% |
10/31/28 | 630,482 | 59.34% |
11/30/28 | 314,180 | 59.34% |
12/31/28 | 332,399 | 59.34% |
Cover |
Dec. 28, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Dec. 28, 2023 |
Entity File Number | 000-56272 |
Entity Registrant Name | PROCACCIANTI HOTEL REIT, INC. |
Entity Central Index Key | 0001692345 |
Entity Tax Identification Number | 81-3661609 |
Entity Incorporation, State or Country Code | MD |
Entity Address, Address Line One | 1140 Reservoir Avenue |
Entity Address, City or Town | Cranston |
Entity Address, State or Province | RI |
Entity Address, Postal Zip Code | 02920-6320 |
City Area Code | 401 |
Local Phone Number | 946-4600 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
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