Star Equity Holdings Inc.
07/03/2024 | Press release | Distributed by Public on 07/03/2024 11:48
Material Agreement Form 8 K
| Item 1.01. | Entry into a Material Definitive Agreement. |
Asset Purchase Agreement
On June 28, 2024, in connection with the acquisition by Star Equity Holdings, Inc. (the "Company") of substantially all of the assets used in the business of Timber Technologies, Inc. ("Seller") which closed on May 17, 2024, Timber Properties, LLC ("Timber Properties"), an affiliate of the Seller, sold to 106 Bremer, LLC, a wholly-owned subsidiary of the Company ("106 Bremer"), all of Timber Properties' Owned Real Property (as defined in the Asset Purchase Agreement) pursuant to a Real Estate Sales Agreement for $3.0 million plus closing costs.
The foregoing description of the Purchase Agreement and Real Estate Sales Agreement does not purport to be complete and are subject to and qualified in their entirety by the full text of the Purchase Agreement and Real Estate Sales Agreement, copies of which were filed as Exhibits 10.1 and 10.5, respectively, the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024.
Mortgage and Promissory Note
In connection with the purchase of the Owned Real Property, on June 28, 2024, 106 Bremer issued a Promissory Note in the principal amount of $3.0 million (the "TT Property Note") secured by a Mortgage (the "TT Property Mortgage") on the Owned Real Property to Timber Properties. All borrowings under the TT Property Note bear interest at 7.50%, with interest payable quarterly and the outstanding principal balance payable on June 29, 2034 (the "Maturity Date").
The TT Property Note and TT Property Mortgage contain events of default and other provisions customary for financings of this type. The occurrence of any event of default under the TT Property Note may result in the obligations of 106 Bremer becoming immediately due and payable. The lien provided by the TT Property Mortgage is at all times subordinate to all obligations of the Bridgewater Loan Agreement dated as of May 17, 2024 by and between Star Equity Holdings, Inc. and Timber Technologies Solutions, Inc. and Bridgewater Bank (the "Bridgewater Loan")
The foregoing description of the TT Property Note, does not purport to be complete and is qualified in its entirety by the text of the TT Property Note, a copy of which is filed as Exhibit 10.1 hereto, and incorporated into this Item 1.01 by reference.
The foregoing description of the TT Property Mortgage, does not purport to be complete and is qualified in its entirety by the text of the TT Property Mortgage, a copy of which is filed as Exhibit 10.2 hereto, and incorporated into this Item 1.01 by reference.
The foregoing description of the Bridgewater Loan, does not purport to be complete and is qualified in its entirety by the terms and conditions of the Bridgewater Loan, a copy of which was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024.