M&A - GENERATION INCOME PROPERTIES, INC.

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Form Type: 8-K/A

Filing Date: 2025-04-23

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025056894

Filing Summary: Generation Income Properties, Inc. filed an amended Current Report on Form 8-K/A to provide additional financial disclosures related to the acquisition of membership interests in three retail properties through its operating partnership, Generation Income Properties, L.P. The Acquisition Agreement, initially reported on February 10, 2025, involved obtaining full ownership of the SPV Interests from LMB Lewiston, LLC and associated entities, which hold the properties directly. This amendment primarily includes the historical financial statements of the acquired properties and unaudited pro forma financial information outlining their impact on the company’s finances, required under Items 9.01(a) and 9.01(b) of Form 8-K. The filing does not contain other updates to the original report, focusing solely on financial statements and pro forma data regarding the acquisition's financial effects on the company.

Additional details:

Item: financial_statements_of_acquired_businesses

Description: Independent Auditor's Report, Audited Statement of Revenues and Certain Direct Operating Expenses for the year ended December 31, 2024, and unaudited statement for 2023.


Item: pro_forma_financial_information

Description: Unaudited Pro Forma Consolidated Statement of Operations and Balance Sheet accounting for the acquisition as if it occurred on January 1, 2024.


Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025016688

Filing Summary: On February 6, 2025, Generation Income Properties, L.P., the operating partnership of Generation Income Properties, Inc., entered into a Contribution and Subscription Agreement with several SPVs for the acquisition of their 100% membership interests. The Operating Partnership will acquire a portfolio of three retail properties, collectively valued at approximately $4.2 million, through the issuance of approximately 698,465 OP Units at a valuation of $6.00 per unit. The Contributed Properties are encumbered by existing debt totaling $7,023,895. The transaction is intended to be treated as a tax-deferred contribution. Further, a Tax Protection Agreement was established to protect the Contributor against potential tax liabilities related to the built-in gain upon disposition of the Contributed Properties. The Operating Partnership also executed a Sixth Amendment to its Limited Partnership Agreement to formalize the issuance of the OP Units. A press release on February 10, 2025, announced the completion of this acquisition.

Additional details:

Item 1: Generation Income Properties, L.P.


Spvs Participating: LMB Lewiston, LLC, LMB Ft. Kent, LLC, LMB Auburn Hills I, LLC


Contributed Properties: Three retail properties


Total Value Of Properties: $4.2 million


Number Of Op Units Issued: 698,465


Valuation Per Op Unit: $6.00


Existing Debt Total: $7,023,895


Tax Protection Period End: 10 years after acquisition


Item Id 630812: Operating Partner


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