8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2022

DIVALL INSURED INCOME PROPERTIES 2, LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Wisconsin	000-17686	39-1606834
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1900 W 75th Street, Suite 100

Prairie Village, Kansas 66208

(Address of principal executive offices)

(816) 421-7444

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐	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)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 2.02. Results of Operations and Financial Condition

Attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 is a copy of the 2021 Fourth Quarter Newsletter (the “Newsletter”) sent by DiVall Insured Income Properties 2, LP (the “Partnership”) to its limited partners (the “Limited Partners”) on or about February 15, 2022. The Newsletter informs the Limited Partners of certain financial and distribution information and other events relevant to the Partnership for the fourth quarter of 2021, for the year ended December 31, 2021, and for certain events expected to occur in 2022.

Item 7.01. Regulation FD Disclosure

Attached to this Report as Exhibit 99.2 is a copy of a letter sent by the General Partner to the Limited Partners on or about February 15, 2022, in connection with, among other things, the Partnership’s annual statement of the Net Unit Value (“NUV”) of each Limited Partner Unit (“Unit”), being the Partnership’s estimate of the NUV for purposes of the Employee Retirement Income Security Act, as amended (“ERISA”), which letter is incorporated by reference in its entirety into this report.

In order for qualified plans to report account values as required by ERISA, the Partnership provides an estimated NUV on an annual basis. As of December 31, 2021, the annual statement of NUV for our Limited Partners subject to ERISA was estimated to approximate $520 per Unit. The estimated NUV was determined by the use of independent third-party appraised valuations conducted in December 2021. The annual statement of estimated NUV as provided to Limited Partners subject to ERISA, and as provided to certain other plan investors, is only an estimate and may not reflect the actual NUV. It should be noted that ERISA plan fiduciaries and IRA custodians may use estimated NUV valuations obtained from other sources, such as prices paid for the Units in secondary markets, and that such estimated Unit valuations may be lower than those estimated by the General Partner. As with any valuation methodology, the independent third-party appraised valuation methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different estimated NUV. Accordingly, with respect to the estimated NUV, the Partnership can give no assurance that:

● an investor would be able to resell his or her Units at this estimated NUV;

● an investor would ultimately realize distributions per Unit equal to the Partnership’s estimated NUV per Unit upon the liquidation of all of the Partnership’s assets and settlement of its liabilities;

● the Units would trade at the estimated NUV in a secondary market; or

● the methodology used to estimate the Partnership’s NUV would be acceptable under ERISA for compliance with their respective reporting requirements.

As provided in General Instruction B.2 to Form 8-K, the information furnished pursuant to Item 2.02. and Item 7.01 of this Report and the information contained in Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), if such subsequent filing specifically references this Report. In addition, the furnishing of information in this Report is not intended to, and does not, constitute a determination or admission by the Partnership that the information is material or complete.

Forward-Looking Statements

This Current Report on Form 8-K and the information contained in Exhibit 99.1 and Exhibit 99.2 incorporated herein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements include statements describing the objectives, projections, estimates or future predictions of the Partnership’s operations. These statements may be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “could,” “estimate,” “expect,” “will,” or other variations on these terms. The Partnership cautions that by their nature forward-looking statements involve risk or uncertainty and that actual results may differ materially from those expressed in any forward-looking statements as a result of such risks and uncertainties, including but not limited to: changes in general economic conditions, changes in commercial real estate conditions and markets, inability of the General Partner to find a suitable purchaser for any marketed properties, inability to agree on an acceptable purchase price or contract terms, inability of current tenants to meet financial obligations, inability to obtain new tenants upon the expiration of existing leases, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flow.

All forward-looking statements contained in Exhibit 99.1 and Exhibit 99.2 incorporated herein are expressly qualified in their entirety by this cautionary notice. The reader should not place undue reliance on such forward-looking statements, since the statements speak only as of the date that they are made and the Partnership has no obligation and does not undertake publicly to update, revise or correct any forward-looking statement for any reason.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this Report:

99.1	Fourth Quarter 2021 Newsletter of the Partnership.
99.2	Letter to Limited Partners of DiVall Insured Income Properties 2, LP from the General Partner, distributed on or about February 15, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	DiVall Insured Income Properties 2, LP (Registrant)
Date: February 15, 2022	By:	/s/ Lynette L. DeRose
		Lynette L. DeRose
		Chief Financial Officer

EX-99.1

Exhibit 99.1

DiVall Insured Income Properties 2, L.P.

Quarterly News

February 15,2022

DISTRIBUTION OUTLOOK

February 15, 2022	$1,200,000
May 15, 2022	$ 200,000
August 15, 2022	$ 200,000
November 15, 2022	$ 200,000

As expected (and noted in the November 15, 2021 newsletter) we are distributing with this Newsletter the net sales proceeds from Brakes4Less and the percentage rents earned from the remaining 9 properties from the year ended December 31, 2021.

PROPERTIES LISTED FOR SALE

Two (2) of our eight (8) Wendy’s, which the tenant chose not to extend (the other 6 extended through 2040) have been listed for sale. Hopefully, we will be able to report either a contract for sale or a completed closing for either or both properties in our next newsletter.

NET UNIT VALUE

Our Net Unit Value (“NUV”) increased from $495/unit as of 12/31/20 to $520/unit as of 12/31/21 even after distributing the $800,000 of net sales proceeds from the Brakes4less property sold on October 29, 2021.

This increase is primarily attributable to stronger sales on the extended Wendy’s leases, which confirmed for the appraisers the reasonableness of the significant fixed rent increases effective January 1, 2021 on the six extended leases.

DIRECT DEPOSIT NOW AVAILABLE FOR FUTURE DISTRIBUTIONS

Direct deposit to your bank account is now available through ACH (Automated Clearing House). Please complete the Change of Distribution Option form printed on the back of this newsletter and return it to Phoenix American via email at TPGSupport@phxa.com or you can mail or fax it to them using the contact information listed on the bottom right of this page.

INSIDE THIS ISSUE

1 Questions & Answers / Contact Information

2 Change of Distribution Option Form

DISTRIBUTION HIGHLIGHTS

$1,200,000 ($25.92 per unit) will be distributed for the fourth quarter of 2021 on or about February 15, 2022.

Since the Partnership’s initial “investable” capital raise of $39 million (net of $7 million of syndication fees) in the late 1980’s; the Partnership has distributed approximately $81 million to investors, from both operations and strategic sales.

SEND US YOUR EMAIL ADDRESS FOR K-1’S

This year we are emailing K-1’s. Please email us at TPGSupport@phxa.com to let us know where to email your 2021 K-1.

Benefits of emailed K-1 include:

- Quicker, secure delivery

- Easy to forward directly to tax preparer

- No need to rely on USPS delivery

Please send us your email address today!

QUESTIONS & ANSWERS

●	When can I expect to receive my next distribution mailing?
	Your distribution correspondence for the First Quarter of 2022 is scheduled to be mailed on or about May 15, 2022.

Access to Additional Financial Information

For further quarterly 2021 unaudited financial information, see the Partnership’s interim financial reports filed as part of the Partnership’s Form 10-Q. A copy of this filing and other public reports can be viewed and printed free of charge at the Partnership’s website at www.divallproperties.com or at the SEC’s website at www.sec.gov. The Partnership’s 2020 Annual Report on Form 10-K was filed with the SEC on March 26, 2021, which also can be accessed via the websites listed.

DIVALL INVESTOR RELATIONS CONTACT INFORMATION:

MAIL:	DiVall Investor Relations
	c/o Phoenix American Financial Services, Inc
	2401 Kerner Blvd.
	San Rafael, CA 94901
EMAIL:	TPGSUPPORT@PHXA.COM
PHONE:	1-844-932-1769
FAX:	1-415-485-4553

DiVall Insured Income Properties 2, L.P.

Page 1 of 1

EX-99.2

Exhibit 99.2

December 31, 2021
Re:	DiVall Insured Income Properties 2, L.P.
	(the “Partnership”)

Dear Limited Partner:

Each limited partner who has a qualified plan is subject to annual reporting requirements under the Employee Retirement Income Security Act of 1974 (ERISA).

To assist you in filing this information for your investment in DiVall Insured Income Properties 2 Limited Partnership, we have estimated the Net Unit Value of each interest of the Partnership to approximate $520 at December 31, 2021.

Because no formal market exists for the Partnership’s interest, actual sales prices of interests may vary. In addition, there is no assurance that these values will be obtained upon the future sale of the Partnership’s assets.

If you have any questions or need additional assistance, please contact Investor Relations at 844-932-1769.

Sincerely,
The Provo Group, Inc., General Partner
By:
	Bruce A. Provo, its President

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