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Subsequent Events
3 Months Ended
Mar. 31, 2018
Property, Plant and Equipment [Abstract]  
Subsequent events

(13) Subsequent Events.

 

Pending Sale of Assets. On March 15, 2018, the Company and certain of its subsidiaries entered into an agreement of purchase and sale (the “Sale Agreement”) with BRE Foxtrot Parent, LLC, an affiliate of Blackstone Real Estate Partners, pursuant to which the Company will sell its portfolio of 41 warehouse properties and two additional land parcels for a purchase price, subject to adjustment, of $358.9 million (the “Sale Transaction”). One of our tenants has exercised its right of first refusal to buy the building they lease for the price included in the purchase price allocation.

 

The Sale Transaction is subject to approval of the Company’s shareholders at the annual meeting on May 14, 2018 or adjournments thereof and other customary closing conditions. In connection with the Sale Transaction, certain members and affiliates of the Baker family have entered into a voting and support agreement requiring them to vote their shares of Company common stock in favor of approval of the Sale Agreement. The properties will be presented as a discontinued operation subsequent to shareholder approval. Details of the transaction and pro forma financial information are included in the Company’s Proxy Statement filed on April 12, 2018.

 

Formation of RiverFront Holdings II, LLC. On May 4, 2018, the Company and MRP formed a Joint Venture to develop Phase II and closed on construction financing with Eagle Bank. The Company contributed its land with an agreed value of $16.3 million and $2.3 million of cash. MRP contributed capital of $5 million to the joint venture including development costs paid prior to the formation of the joint venture and a $750,000 development fee. The loan from Eagle Bank allows draws of up to $71 million during construction at an interest rate of 3.25% over libor. The loan is interest only and matures in 36 months with a 12 month extension assuming completion of construction and at least one occupancy. There is a provision for an additional 72 months extension with a 30 year amortization of principal at 2.15% over 7 year US Treasury Constant if NOI is sufficient for a 9% yield.