0001474506-18-000035.txt : 20180524 0001474506-18-000035.hdr.sgml : 20180524 20180524145605 ACCESSION NUMBER: 0001474506-18-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180524 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180524 DATE AS OF CHANGE: 20180524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRP HOLDINGS, INC. CENTRAL INDEX KEY: 0000844059 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 472449198 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36769 FILM NUMBER: 18857597 BUSINESS ADDRESS: STREET 1: 200 W. FORSYTH ST. STREET 2: 7TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043965733 MAIL ADDRESS: STREET 1: 200 W. FORSYTH ST. STREET 2: 7TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: PATRIOT TRANSPORTATION HOLDING INC DATE OF NAME CHANGE: 20010425 FORMER COMPANY: FORMER CONFORMED NAME: FRP PROPERTIES INC DATE OF NAME CHANGE: 19920703 8-K 1 frphform8k_201.txt FORM 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): May 21, 2018 FRP HOLDINGS, INC. (Exact name of registrant as specified in its charter) FLORIDA 001-36769 47-2449198 ---------------- ----------- ------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation 200 W. Forsyth Street, 7th Floor Jacksonville, Florida 32202 --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (904) 858-9100 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: [] 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 (s. 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s. 240.12b-2 of this chapter). 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. [_] CURRENT REPORT ON FORM 8-K FRP HOLDINGS, INC. May 21, 2018 ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On May 21, 2018, FRP Holdings, Inc. (the "Company") and certain of its subsidiaries completed its previously announced disposition of 40 industrial warehouse properties and 3 additional land parcels to BRE Foxtrot Parent, LLC, an affiliate of Blackstone Real Estate, pursuant to Agreement of Purchase and Sale of Assets dated as of March 22, 2018 (the "Sale Agreement"). One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. As a result, the purchase price was reduced to $347.2 million. The sale of the excluded warehouse property to the tenant is expected to close in the next 60 days. The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sale Agreement. A copy of the Sale Agreement is offered as Item 1.01 to the Company's Current Report on Form 8-K filed on March 22, 2018, which is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS. (b) Pro Forma Financial Information. The financial information required by Item 9.01(b) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed. (d) Exhibits Exhibit 2.1 Agreement for Purchase and Sale by and among FRP Holdings, Inc., certain of its subsidiaries, and BRE Foxtrot Parent, LLC, dated as of March 22, 2018 (incorporated by reference to Exhibit 1.01 to the Company's Current Report on Form 8-K (File No. 001-36769) filed with the Securities and Exchange Commission on March 22, 2018). 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. FRP HOLDINGS, INC. Date: May 24, 2018 By: /s/ John D. Milton, Jr. ------------------------------------------- John D. Milton, Jr. Chief Financial Officer