0001437749-19-005310.txt : 20190320 0001437749-19-005310.hdr.sgml : 20190320 20190320060336 ACCESSION NUMBER: 0001437749-19-005310 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190319 ITEM INFORMATION: Other Events FILED AS OF DATE: 20190320 DATE AS OF CHANGE: 20190320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HG Holdings, Inc. CENTRAL INDEX KEY: 0000797465 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 541272589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34964 FILM NUMBER: 19693482 BUSINESS ADDRESS: STREET 1: 2115 E. 7TH STREET, SUITE 101 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 252-355-4610 MAIL ADDRESS: STREET 1: 2115 E. 7TH STREET, SUITE 101 CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC. DATE OF NAME CHANGE: 20060315 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC/ DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC DATE OF NAME CHANGE: 19930908 8-K 1 stly20190319_8k.htm FORM 8-K stly20190319_8k.htm

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): March 19, 2019

 

 

HG Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware  

 No. 0-14938

 54-1272589

(State or other jurisdiction   

of incorporation)

 (Commission File Number)

 (IRS Employer

 Identification No.)
     

 

2115 E. 7th Street, Suite 101

Charlotte, North Carolina

 

28204

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code: (252) 355-4610 

 

 

  

(Former name or 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (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 8.01     Other Events.

 

On March 19, 2019, HG Holdings, Inc. (the “Company”) entered into subscription agreements with HC Government Realty Trust, Inc., a Maryland corporation (“HC Realty”), pursuant to which it purchased (i) 200,000 shares of HC Realty’s 10.00% Series B Cumulative Convertible Preferred Stock (the “Series B Stock”) for an aggregate purchase price of $2,000,000 and (ii) 300,000 shares of HC Realty’s common stock for an aggregate purchase price of $3,000,000. Certain investors affiliated with Hale Partnership Capital Management, LLC (the “Hale Partnership”) purchased an additional 850,000 shares of Series B Stock for an aggregate purchase price of $8,500,000.

 

On March 19, 2019, the Company and certain entities affiliated with the Hale Partnership (the “Lenders”) also entered into a loan agreement with HC Government Realty Holdings, L.P., HC Realty’s operating partnership (the “Operating Partnership”), pursuant to which the Lenders provided the Operating Partnership with a $10,500,000 senior secured term loan, of which $2,000,000 was provided by the Company.

 

In connection with the transactions discussed above, Steven A. Hale II (“Hale”), the Company’s Chairman and Chief Executive Officer, was appointed to serve as HC Realty’s Chief Executive Officer, effective immediately, and Hale, Brad G. Garner, the Company’s Principal Financial and Accounting Officer, and Matthew A. Hultquist, one of the Company’s directors, were each appointed to serve as directors of HC Realty, effective immediately.

 

HC Realty currently owns and operates a portfolio of 16 single-tenant properties leased entirely to the United States of America for occupancy by federal agencies including the Federal Bureau of Investigation, the Drug Enforcement Administration, the Social Security Administration and the Department of Transportation. HC Realty files certain reports with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation A under the Securities Act of 1933, as amended. These reports are available through the SEC’s website at http://www.sec.gov. HC Realty’s file number with the SEC is 24R-000063. Information contained on the SEC’s website with respect to HC Realty is expressly not incorporated by reference into this Current Report on Form 8-K.

 

Additional information about the transactions described above and HC Realty will be disclosed by the Company in future filings with the SEC.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

HG HOLDINGS, INC.

 

 

 

 

 

 

 

 

 

Date: March 20, 2019

By:

/s/ Brad G. Garner

 

 

 

Brad G. Garner

 

 

 

Principal Financial and Accounting Officer

 

 

 

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