M&A - Medalist Diversified REIT, Inc.

Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025001516

Filing Summary: On February 21, 2025, Medalist Diversified REIT, Inc.'s subsidiary, MDR Dan Tibbs Road, LLC, completed the acquisition of a property located at 376 Dan Tibbs Road NW, Huntsville, Alabama, for a total purchase price of $3,145,000. The transaction included 251,600 operating partnership units and cash. The acquisition also involved a Contribution Agreement with Dionysus Investments, LLC and an amendment to this agreement was enacted on the same date. This acquisition is significant as it involves a strategically located property occupied by United Rentals, Inc. Additionally, the operating partnership units (OP Units) provided in the transaction are redeemable under specific conditions, requiring approval for conversion to shares in the Company. The involved parties include Fort Ashford Funds, LLC, managed by the Company’s CEO Frank Kavanaugh, who has a dual role as trustee for BET Trust, which acquired rights to the OP Units. This transaction is exempt from registration under the Securities Act.

Form Type: 8-K/A

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000155837025001512

Filing Summary: This Form 8-K/A serves as an amendment and supplement to a previous filing by Medalist Diversified REIT, Inc. dated January 29, 2025, regarding the acquisition of the property located at 2545 Scottsville Road, Bowling Green, KY, identified as the Scottsville Road Property or the Buffalo Wild Wings Property. The amendment includes necessary historical financial statements and unaudited pro forma information as required. The relevant financial details include Statements of Revenues and Certain Operating Expenses for the Buffalo Wild Wings Property for the nine months ending September 30, 2024, as well as for the calendar year ending December 31, 2023. Additionally, the document contains unaudited pro forma consolidated financial statements of the Company as of September 30, 2024, and for the same periods as mentioned for the Statements of Revenues. Other relevant exhibits attached include a consent from Cherry Bekaert LLP and detailed financial reports related to the acquisition.

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025000493

Filing Summary: On January 24, 2025, Medalist Diversified REIT, Inc. closed on the acquisition of a tract of real property located at 2545 Scottsville Road, Bowling Green, KY, for a purchase price of $2,620,000. The sale was conducted through its wholly owned subsidiary, MDR Bowling Green, LLC, and involved a combination of cash and operating partnership units. The purchase was executed pursuant to a Contribution Agreement with CWS BET Seattle L.P. The agreement allows for the issuance of 209,600 operating partnership units valued at approximately $12.50 each, alongside $15,000 in cash to cover seller transaction costs. The OP units are redeemable for cash or the Company's common stock, subject to certain conditions regarding stockholder approval, and the valuation was based on independent appraisals. The transaction falls under an unregistered sale of equity securities exempt from registration under the Securities Act of 1933. Financial statements and pro forma financial information related to the acquisition will be filed in an amendment to this report on or before April 5, 2025.