UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On December 20, 2022, EP Properties, LLC, a Minnesota limited liability company (“EPP”), and VVI Fulfillment Center, Inc., a Minnesota corporation (“VVIF”, and together with EPP, “Sellers” and individually a “Seller”), both wholly owned subsidiaries of iMedia Brands, Inc. (the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Pontus Net Lease Advisors, LLC (“Purchaser”), pursuant to which the parties agreed to consummate a sale and leaseback transaction (the “Sale and Leaseback Transaction”). Under the terms of the Purchase Agreement, EPP agreed to subdivide its property located in in the City of Eden Prairie, Minnesota (the “Shady Oak Property”), into two lots and sell one such lot to Purchaser, and VVIF agreed to sell, transfer, and convey its interest in certain properties located in Warren County, Kentucky (the “Kentucky Property”, and together with the Shady Oak Property, the “Real Property”) to Purchaser, for a total purchase price of $48,000,000. The gross proceeds to be received by the Sellers will be reduced by transaction commissions and expenses incurred in connection with the sale.
In connection with the Sale and Leaseback Transaction, the Company and Purchaser shall engage in good faith negotiations to draft and agree upon a triple-net master lease agreement (the “Lease Agreement”) pursuant to which the Company will lease back the Real Property from Purchaser. If Purchaser and the Company have not agreed in writing on the final form of the Lease Agreement within 40 days of the execution of the Purchase Agreement, either Purchaser or Sellers may terminate the Purchase Agreement.
The Company anticipates that the close of the Sale and Leaseback Transaction will occur in the quarter ending January 28, 2023, subject to satisfaction of certain closing conditions as described in the Purchase Agreement. The Purchase Agreement does, and it is anticipated that the Lease Agreement will, contain certain representations, warranties, covenants, obligations, conditions, indemnification provisions and termination provisions customary for sale and leaseback transactions
The foregoing summary of the Purchase Agreement is qualified by reference to the full text of the Purchase Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.1, and which is incorporated by reference into this Item 1.01.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
The information included in Item 1.01 is incorporated by reference into this Item 2.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | Purchase and Sale Agreement and Joint Escrow Instructions (Multi-State) dated December 20, 2022 by and between EP Properties, LLC, VVI Fulfillment Center, Inc., and Pontus Net Lease Advisors, LLC* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and attachments to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and attachments upon request by the Securities and Exchange Commission.
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.
| Date: December 27, 2022 | iMedia Brands, Inc. | |
| By: | /s/ Thomas Zielecki | |
| Thomas Zielecki | ||
| Chief Financial Officer | ||