UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 1.01 | ENTRY INTO MATERIAL DEFINITIVE AGREEMENT. |
On August 19, 2022, wholly owned subsidiaries of the Company (the “Best Western Sellers”) entered into an Agreement of Sale (the “Agreement”), a copy of which is filed hereto as Exhibit 10.1, with an unaffiliated purchaser (the “Purchaser”) whereby the Best Western Sellers agreed to sell the Best Western Plus University Inn & Conference Center located in Clemson, SC (the “Clemson Best Western”) for a sale price of $10,150,000, subject to customary prorations and adjustments. The Purchaser will make a $100,000 earnest money deposit to the Best Western Sellers, which shall become non-refundable forty-five (45) days following the execution of the Agreement (the “Due Diligence Period”). The closing of the sale of the Clemson Best Western is expected to occur within fifteen (15) days of the expiration of the Due Diligence Period.
The Agreement contains provisions, representations, warranties, covenants and indemnities that are customary and standard for the real estate industry and the sale of a hotel property. Several conditions to closing on the sale 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 sale of the Clemson Best Western. 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.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Agreement of Sale, dated as of August 19, 2022. | |
| 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: August 22, 2022 | By: | /s/ Thomas E. Messier |
| Thomas E. Messier | ||
| Chief Executive Officer, Chairman of the Board, Treasurer and Secretary | ||