Item 1.01 Entry into a Material Definitive Agreement.
KeyBank Refinance
On
The KeyBank Notes bear a fixed interest rate at 4.87% per annum with payments
which began
The KeyBank Loans are secured by first-priority security interests in the land
and lot rent due under all leases associated with manufactured housing
communities owned by each of the Subsidiaries pursuant to each deed of trust,
deed to secure debt, or mortgage, as applicable by state, assignment of leases
and rents, and fixture filings (collectively, the "KeyBank Security
Agreements"). The KeyBank Loans are guaranteed by the Company ("the KeyBank
Corporate Guaranties") and
The KeyBank Loans and the KeyBank Notes contain customary financial and other covenants and events of default for loans of their type.
The foregoing summary of the terms and conditions of the KeyBank Loans, KeyBank Notes, KeyBank Security Agreements, and KeyBank Corporate Guaranties does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements attached as exhibits hereto, which are incorporated herein by reference.
3-Park Statesville Portfolio Acquisition
On
The purchase agreement was amended by a first amendment to purchase and sale
agreement on
1
On
In connection with the acquisition of the Statesville Property and Timberview
Property, on
The Statesville Note bears interest based on the sum of (1) Daily Simple SOFR as
published by the
The Statesville Note is secured by a first priority security interest in the
real property at the Statesville Property and Timberview Property, pursuant to a
deed of trust, assignment of leases and rents, assignment of contracts, security
agreement, and fixture filing (the "Statesville Security Agreement") and a
second deed of trust, assignment of leases and rents, assignment of contracts,
security agreement, and fixture filing (the "Timberview Security Agreement").
The Statesville Loan and Statesville Note are guaranteed by the Company (the
"Statesville Corporate Guaranty") and personally by
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 with respect to the KeyBank Loan
Agreements, KeyBank Notes, Statesville Loan, Statesville Note, Northview Note,
Item 3.02 Unregistered Sales of
As previously reported, on
The Offering is being conducted on a "best efforts" basis under Regulation A of
Section 3(6) of the Securities Act of 1933, as amended (the "Securities Act"),
for Tier 2 offerings, pursuant to the Company's offering statement on Form 1-A,
originally filed with the
As previously reported, the Company has completed multiple closings of the
Offering, pursuant to which the Company sold an aggregate of 13,963 shares of
Series C Preferred Stock for total gross proceeds of
On
3
On
On
On
On
On
On
On
4
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 1.1 Managing Broker Dealer Agreement, datedJune 11, 2021 , betweenManufactured Housing Properties Inc. andArete Wealth Management, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed onOctober 14, 2021 ) 3.1 Certificate of Designation of Series C Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 2.4 to the Offering Statement on Form 1-A/A filed onMay 26, 2021 ) 10.1 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenAnderson MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.22 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.2 Multifamily Note, datedSeptember 1, 2022 , betweenAnderson MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.23 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.3 Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenAnderson MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.24 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.4 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.25 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.5 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenARC MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.26 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.6 Multifamily Note, datedSeptember 1, 2022 , betweenARC MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.27 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 5 Exhibit No. Description of Exhibit 10.7 Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenARC MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.28 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.8 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.29 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.9 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , between Carolinas 4MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.30 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.10 Multifamily Note, datedSeptember 1, 2022 , between Carolinas 4MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.31 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.11 Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , between Carolinas 4MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.32 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.12 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.33 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.13 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenAzalea MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.34 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.14 Multifamily Note, datedSeptember 1, 2022 , betweenAzalea MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.35 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.15 Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenAzalea MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.36 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.16 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.37 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.17 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenB&D MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.38 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.18 Multifamily Note, datedSeptember 1, 2022 , betweenB&D MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.39 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.19 Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenB&D MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.40 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.20 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.41 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.21 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenCapital View MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.42 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.22 Multifamily Note, datedSeptember 1, 2022 , between Capital View MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.43 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.23 Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenCapital View MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.44 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.24 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.45 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.25 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenChatham MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.46 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 6 Exhibit No. Description of Exhibit 10.26 Multifamily Note, datedSeptember 1, 2022 , betweenChatham MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.47 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.27 Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenChatham MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.48 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.28 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.49 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.29 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenCountryside MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.50 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.30 Multifamily Note, datedSeptember 1, 2022 , betweenCountryside MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.51 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.31 Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenCountryside MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.52 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.32 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.53 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.33 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenCrestview MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.54 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.34 Multifamily Note, datedSeptember 1, 2022 , betweenCrestview MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.55 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.35 Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenCrestview MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.56 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.36 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.57 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.37 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenCharlotte 3Park MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.58 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.38 Multifamily Note, datedSeptember 1, 2022 , betweenCharlotte 3 ParkMHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.59 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.39 Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenCharlotte 3Park MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.60 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.40 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.61 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.41 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenCharlotte 3Park MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.62 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.42 Multifamily Note, datedSeptember 1, 2022 , betweenCharlotte 3 ParkMHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.63 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.43 Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenCharlotte 3Park MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.64 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 7 Exhibit No. Description of Exhibit 10.44 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.65 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.45 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenEvergreen MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.66 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.46 Multifamily Note, datedSeptember 1, 2022 , betweenEvergreen MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.67 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.47 Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenCharlotte 3Park MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.68 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.48 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.69 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.49 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenGolden Isles MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.70 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.50 Multifamily Note, datedSeptember 1, 2022 , between Golden Isles MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.71 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.51 Multifamily Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedSeptember 1, 2022 , betweenGolden Isles MHP LLC andKeyBank National Association (incorporated by reference to Exhibit 10.72 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.52 Guaranty of Non-Recourse Obligations, datedSeptember 1, 2022 , betweenManufactured Housing Properties Inc ,Raymond M. Gee andKeyBank National Association (incorporated by reference to Exhibit 10.73 to the Current Report on Form 10-Q filed onNovember 14, 2022 ) 10.53 Multifamily Loan and Security Agreement (Non-Recourse), datedSeptember 1, 2022 , betweenHidden Oaks MHP LLC and KeyBank National . . .
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