Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 23K
2: EX-10.1 Purchase and Sale Agreement HTML 11K
3: EX-10.2 Purchase and Sale Agreement HTML 10K
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Emerging Growth
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Securities
registered pursuant to Section 12(b) of the Act: None
Item
1.01
Entry into a Material Definitive Agreement.
Gilmer and Sons
On January 7, 2020, MHP Pursuits LLC (the
“Buyer”),
a wholly-owned subsidiary of Manufactured Housing Properties Inc.,
a Nevada corporation, entered into a purchase and sale agreement
(the “Gilmer and Sons
Purchase Agreement”) with
Gilmer and Sons Mobile Home Sales and Rentals, Inc., a South
Carolina corporation (“Gilmer and
Sons”), for the asset
purchase of 11 manufactured housing communities located in South
Carolina and consisting of 215 homes and 4 home-ready vacant lots
for a total purchase price of $7,325,000.
The Gilmer and Sons Purchase Agreement includes an earnest money
deposit of $15,000 and an additional deposit of $20,000 upon
expiration of the due diligence period, which will be applied to
the payment of the purchase price at closing, and provides for a
due diligence period of 30 days commencing upon Gilmer and
Sons’ delivery of due diligence materials to the Buyer, plus
an additional 45 days solely for the completion of third-party
reports. The closing is to occur 30 days after expiration of the
due diligence period, or such earlier date as the parties may agree
upon in writing.
The Gilmer and Sons Purchase Agreement contains customary
representations and warranties. The closing of the Gilmer and Sons
Purchase Agreement is subject to customary closing conditions and
delivery of customary closing documents, including, without
limitation, a special warranty deed conveying title to the
properties subject only to certain permitted exceptions; if
requested by the Buyer, a non-warranty deed conveying the
properties; a bill of sale and general assignment transferring all
of Gilmer and Sons’ right, title and interest in the personal
property, intangible property, property files, warranties and
licenses to the Buyer; an assignment and assumption agreement
assigning to the Buyer all of Gilmer and Sons’ right, title
and interest in all leases and any other contracts that the Buyer
elects to assume; all certificates of title and other documents for
the transfer of title and title insurance; a FIRPTA affidavit; and
customary closing certificates and closing statements.
The foregoing summary of the terms and conditions of the Gilmer and
Sons Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
agreement attached hereto as Exhibit 10.1, which is incorporated
herein by reference.
J&A Real Estate
On January 7, 2020, the Buyer also entered into a purchase and sale
agreement (the “J&A Purchase
Agreement”) with J&A
Real Estate, LLC, a South Carolina limited liability company
(“J&A”),
for the asset purchase of a manufactured housing community located
in Georgia and consisting of 110 sites on approximately 35 acres
for a total purchase price of $3,700,000.
The J&A Purchase Agreement includes a deposit of $30,000, which
will be applied to the payment of the purchase price at closing,
and provides for a due diligence period of 30 days commencing upon
J&A’s delivery of due diligence materials to the Buyer.
The closing is to occur 30 days after expiration of the due
diligence period, or such earlier date as the parties may agree
upon in writing.
The J&A Purchase Agreement contains customary representations
and warranties. The closing of the J&A Purchase Agreement is
subject to customary closing conditions and delivery of customary
closing documents, including, without limitation, a special
warranty deed conveying title to the properties subject only to
certain permitted exceptions; if requested by the Buyer, a
non-warranty deed conveying the properties; a bill of sale and
general assignment transferring all of J&A’s right, title
and interest in the personal property, intangible property,
property files, warranties and licenses to the Buyer; an assignment
and assumption agreement assigning to the Buyer all of
J&A’s right, title and interest in all leases and any
other contracts that the Buyer elects to assume; all certificates
of title and other documents for the transfer of title and title
insurance; a FIRPTA affidavit; and customary closing certificates
and closing statements.
The foregoing summary of the terms and conditions of the J&A
Purchase Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the agreement
attached hereto as Exhibit 10.2, which is incorporated herein by
reference.
Purchase and Sale
Agreement, dated January 7, 2020, between MHP Pursuits LLC and
J&A Real Estate, LLC
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this current report to be signed on its
behalf by the undersigned hereunto duly authorized.