Item 2.01 Completion of Acquisition or Disposition of Assets
On December 31, 2019, BSV Premier Brookhill LLC ("BSV Brookhill") merged with
and into a wholly owned subsidiary ("Brookhill Merger Sub") of Broad Street
Realty, Inc. (formerly known as MedAmerica Properties Inc.) (the "Company") with
BSV Brookhill surviving as a subsidiary of the Company (the "Brookhill Merger").
The Brookhill Merger was completed pursuant to the previously announced merger
agreement, dated as of May 28, 2019 (as amended, the "Brookhill Merger
Agreement"), by and among the Company, Broad Street Operating Partnership, LP
(the "Operating Partnership"), Broohkill Merger Sub and BSV Brookhill. Pursuant
to the Brookhill Merger Agreement, the Company issued an aggregate of 2,770,619
shares of its common stock to the prior investors in BSV Brookhill as
consideration in the Brookhill Merger.
As a result of the Brookhill Merger, the Company acquired Brookhill Azalea
Shopping Center, a retail shopping center located in Richmond, Virginia with
approximately 163,291 square feet of gross leasable area. Following the
Brookhill Merger, the Company contributed its interests in BSV Brookhill to the
Operating Partnership in exchange for units of limited partnership interest in
the Operating Partnership.
The Brookhill Merger Agreement is one of the 19 separate agreements and plans of
merger relating to the mergers (collectively, the "Mergers") described in the
Company's Current Report on Form 8-K filed on May 31, 2019. Eleven of the
Mergers (the "Initial Mergers") closed on December 27, 2019, which resulted in,
among other things, changes in the management and board of directors of the
Company, as described in the Company's Current Report on Form 8-K filed on
December 27, 2019. As consideration in the Brookhill Merger as a result of their
interests in BSV Brookhill, (i) Michael Z. Jacoby, who became the Company's
chief executive officer and chairman of its board of directors in connection
with the Initial Mergers, received 272,119 shares of the Company's common stock,
(ii) Thomas M. Yockey, who became a director of the Company in connection with
the Initial Mergers, received 272,119 shares of the Company's common stock, and
(iii) Daniel J.W. Neal, who became a director of the Company in connection with
the Initial Mergers, received 54,285 shares of the Company's common stock. The
consideration in the Brookhill Merger was negotiated between BSV Brookhill and
the prior management team and board of directors of the Company prior to
entering into the Brookhill Merger Agreement on May 28, 2019.
Item 3.02. Unregistered Sales of Equity Securities.
The information under Item 1.01 above regarding the issuance of shares of the
Company's common stock in the Brookhill Merger is incorporated into this Item
3.02 by reference. The shares of common stock were issued pursuant to exemptions
from registration under Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Securities Act"), and/or Rule 506 of Regulation D thereunder.
Issuances of common stock were only made to prior investors in BSV Brookhill who
qualify as "accredited investors" as defined under the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the U.S. federal securities laws. These statements are based on
current expectations of the Company's management with respect to the
transactions and other matters described in this Current Report on Form 8-K.
While the Company's management believes the assumptions underlying its
forward-looking statements and information are reasonable, such information is
necessarily subject to uncertainties and may involve certain risks, many of
which are difficult to predict and are beyond the control of the Company's
management. These risks include, but are not limited to: the occurrence of any
event, change or other circumstances that could give rise to the termination of
any of the remaining merger agreements; the outcome of any legal proceedings
that may be instituted against the Company, the Broad Street entities or others
in connection with the Mergers; the inability to complete the remaining Mergers
due to the failure to satisfy other conditions to completion of the remaining
Mergers, including the financing condition and obtaining consent from the
requisite lenders, or otherwise; the ability to recognize the benefits of the
Mergers; the amount of the costs, fees, expenses and charges related to the
Mergers; the Company's substantial leverage as a result of indebtedness incurred
and preferred equity issued in connection with the Mergers, which could
adversely affect the Company's ability to pay cash dividends and meet other cash
needs; the Company's ability to repay, refinance, restructure and/or extend its
indebtedness as it comes due; the availability of financing and capital to the
Company; the Company's ability to identify, finance, consummate and integrate
additional acquisitions or investments; adverse economic or real estate
developments, either nationally or in the markets in which the Company's
properties are located; adverse changes in financial markets or interest rates;
the nature and extent of competition for tenants and acquisitions; other factors
affecting the retail industry or the real estate industry generally; and other
risks that are set forth under "Risk Factors" in the Company's Annual Report on
Form 10-K for the year ended December 31, 2018, and other documents filed by the
Company with the SEC from time to time. The Company can provide no assurances
that the remaining Mergers will close on the timing described herein or at all.
All forward-looking statements speak only as of the date of this Current Report
on Form 8-K. All subsequent written and oral forward-looking statements
attributable to us or any person acting on our behalf are qualified by the
cautionary statements in this section. Except as otherwise may be required by
law, the Company undertakes no obligation to update or publicly release any
revisions to forward-looking statements to reflect events, circumstances or
changes in expectations after the date of this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The required financial statements of the acquired property will be filed in
accordance with 8-06 of Regulation S-X under cover of Form 8-K/A as soon as
practicable, but in no event later than 71 days after the date on which this
initial Current Report was required to be filed.
(b) Unaudited Pro Forma Financial Information.
The required pro forma financial statements of the Company will be filed in
accordance with Article 11 of Regulation S-X under cover of Form 8-K/A as soon
as practicable, but in no event later than 71 days after the date on which this
Current Report was required to be filed.
(d) Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated May 28, 2019, by and among BSV
Premier Brookhill LLC, MedAmerica Properties Inc., Broad Street Operating
Partnership, LP and BSV Brookhill Merger Sub LLC (incorporated by
reference to Exhibit 2.17 to the Company's Current Report on Form 8-K
filed on May 31, 2019).
2.2 First Amendment to Agreement and Plan of Merger, dated as of November
27, 2019, by and among BSV Premier Brookhill LLC, MedAmerica Properties
Inc., Broad Street Operating Partnership, LP and BSV Brookhill Merger Sub
LLC (incorporated by reference to Exhibit 2.17 to the Company's Current
Report on Form 8-K filed on December 3, 2019).
2.3 Second Amendment to the Agreement and Plan of Merger, dated as of
December 27, 2019, by and among BSV Premier Brookhill LLC, Broad Street
Operating Partnership, LP, Broad Street Realty, Inc. and BSV Brookhill
Merger Sub LLC (incorporated by reference to Exhibit 10.13 to the
Company's Current Report on Form 8-K filed on December 27, 2019).
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