Attached files
| file | filename |
|---|---|
| EX-10.5 - Shopoff Properties Trust, Inc. | v196045_ex10-5.htm |
| EX-10.4 - Shopoff Properties Trust, Inc. | v196045_ex10-4.htm |
| EX-10.3 - Shopoff Properties Trust, Inc. | v196045_ex10-3.htm |
| EX-10.1 - Shopoff Properties Trust, Inc. | v196045_ex10-1.htm |
| EX-10.2 - Shopoff Properties Trust, Inc. | v196045_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 30, 2010
Shopoff
Properties Trust, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Maryland
(State or
Other Jurisdiction of Incorporation)
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333-139042
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20-5882165
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(Commission
File Number)
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(IRS
Employer Identification No.)
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|
|
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8951
Research Drive, Irvine, California
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92618
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(877)
874-7348
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General
Instruction A.2. below):
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF
CONTENTS
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant
On August
31, 2010, an affiliate of Shopoff Properties Trust, Inc. (the “Company”),
SPT-Lake Elsinore Holding Co., LLC, a Delaware limited liability company and
wholly owned subsidiary of the Company’s affiliate, Shopoff Partners, L.P.
(“Borrower”), closed a secured loan from Cardinal Investment Properties –
Underwood, L.P. (“Lender”). The loan amount was $1,000,000 and was made pursuant
to a loan agreement between Borrower and Lender dated August 30, 2010 (the
“Loan”).
The Loan
bears interest at a rate of twelve percent per annum, and has a maturity date in
twenty-four months at which time all accrued and unpaid interest and principal
is due in full. A non-refundable interest payment equal to the first year’s
interest for the Loan was prepaid out of the Loan amount of the initial Loan
funding in the amount of $120,000. Thereafter, interest is due and payable
quarterly, commencing on the date that is three months after the one-year
anniversary of the disbursement date. An initial Loan fee of five percent of the
Loan amount, or $50,000, is payable to Lender upon the earliest to occur of (i)
full repayment of the Loan, (ii) a default by the Borrower under the Loan, or
(iii) the first anniversary date of the Loan. Borrower may extend the
Loan for up to two additional periods of six months, provided (i) Borrower is
not in default at the time of the extension, (ii) Borrower gives written notice
to Lender of its intent to extend no less than ten days prior to the
then-current maturity date, (iii) Borrower makes payment to Lender of a two
percent Loan extension fee, based on the then-outstanding Loan balance, and (iv)
Borrower makes payment to Lender of any unpaid interest accrued under the Loan.
Interest accruing under the Loan during an extension period shall be paid
monthly in arrears.
The Loan
is secured by a deed of trust with assignment of rents in favor of Lender on
property purchased by the Company on May 19, 2009, referred to as Underwood. The
Underwood property is comprised of five hundred forty-three unimproved
residential lots in the City of Menifee, California. Borrower
has agreed to indemnify and hold harmless Lender from and against any and all
indemnified costs directly or indirectly arising out of or resulting from any
hazardous substance being present or released in, on or around, or potentially
affecting, any part of the property securing the loan.
If
Borrower fails to make any payment when required under the promissory note,
Lender has the option to immediately declare all sums due and owing under the
promissory note.
Borrower
plans to use the proceeds from this Loan (i) to pay a delinquent special
assessment from the Watson Road Community Facilities District, payable to the
City of Buckeye in Arizona, in the approximate amount of $276,434, (ii) to make
a $500,000 principal payment to AZPro Developments, Inc. as required under a
secured promissory note in favor of AZPro Developments, Inc. This payment was
originally due July 31, 2010 but was extended by one month to August 31, 2010,
and (iii) for payment of other outstanding liabilities of the
Company.
The above
description of Loan is qualified in its entirety by the full text of the Loan
Agreement, Promissory Note, Deed of Trust, Rider to the Deed of Trust, and
the Security Agreement, each attached to this Current Report on Form
8-K and incorporated herein by reference.
On August
30, 2010, Shopoff Properties Trust filed Post-Effective Amendment No. 7 to its
Registration Statement to deregister 18,180,600 shares remaining unsold in its
initial public offering of its common stock. Pursuant to its Registration
Statement, Shopoff Properties Trust registered 20,100,000 shares of common stock
for its initial public offering. The initial public offering covered by the
Registration Statement terminated on August 29, 2010.
(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Loan
Agreement, dated August 30, 2010, by and between SPT-Lake Elsinore Holding
Co., LLC, a Delaware limited liability company, and Cardinal Investment
Properties-Underwood, L.P., a California limited
partnership.
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|
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10.2
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Promissory
Note Secured By Deed Of Trust between SPT- Lake Elsinore Holding Co., LLC
and Cardinal Investment Properties – Underwood, L.P. and dated August 30,
2010.
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10.3
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Deed
of Trust with Assignment of Rents, dated August 30, 2010, by and among
SPT-Lake Elsinore Holding Co., LLC, a Delaware limited liability company,
as trustor, First American Title Insurance Company, a California
corporation, as trustee, and Cardinal Investment Properties - Underwood,
L.P., a California limited partnership, as beneficiary.
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10.4
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Rider
to Deed of Trust with Assignment of Rents, dated August 30, 2010, by and
among SPT-Lake Elsinore Holding Co., LLC, a Delaware limited liability
company, as trustor, First American Title Insurance Company, a California
corporation, as trustee, and Cardinal Investment Properties - Underwood,
L.P., a California limited partnership, as beneficiary.
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|
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10.5
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Security
Agreement, dated August 30, 2010, by and between SPT-Lake Elsinore Holding
Co., LLC, a Delaware limited liability company, and Cardinal Investment
Properties-Underwood, L.P., a California limited
partnership.
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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.
| SHOPOFF PROPERTIES TRUST, INC. | |||
| Date: September 7, 2010 | |||
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By:
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/s/ William A. Shopoff | |
| William A. Shopoff | |||
| President, Chief Executive Officer and Chairman | |||
| of the Board of Directors | |||
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Exhibit No.
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Description
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10.1
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Loan
Agreement, dated August 30, 2010, by and between SPT-Lake Elsinore Holding
Co., LLC, a Delaware limited liability company, and Cardinal Investment
Properties-Underwood, L.P., a California limited
partnership.
|
|
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10.2
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Promissory
Note Secured By Deed Of Trust between SPT- Lake Elsinore Holding Co., LLC
and Cardinal Investment Properties – Underwood, L.P. and dated August 30,
2010.
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10.3
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Deed
of Trust with Assignment of Rents, dated August 30, 2010, by and among
SPT-Lake Elsinore Holding Co., LLC, a Delaware limited liability company,
as trustor, First American Title Insurance Company, a California
corporation, as trustee, and Cardinal Investment Properties - Underwood,
L.P., a California limited partnership, as beneficiary.
|
|
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10.4
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Rider
to Deed of Trust with Assignment of Rents, dated August 30, 2010, by and
among SPT-Lake Elsinore Holding Co., LLC, a Delaware limited liability
company, as trustor, First American Title Insurance Company, a California
corporation, as trustee, and Cardinal Investment Properties - Underwood,
L.P., a California limited partnership, as beneficiary.
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|
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10.5
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Security
Agreement, dated August 30, 2010, by and between SPT-Lake Elsinore Holding
Co., LLC, a Delaware limited liability company, and Cardinal Investment
Properties-Underwood, L.P., a California limited
partnership.
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