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Amrep Corp. (AXR) SEC Filing 8-K Material Event for the period ending Thursday, June 24, 2021

Amrep Corp.

CIK: 6207 Ticker: AXR

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):            June 24, 2021             

 

AMREP CORPORATION
(Exact name of registrant as specified in its charter)

 

Oklahoma 1-4702 59-0936128
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)

 

620 West Germantown Pike, Suite 175

Plymouth Meeting, PA

19462
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code:  (610) 487-0905

 

 
(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):

 

¨Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock $.10 par value AXR New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

 

On June 24, 2021, Wymont LLC (“Wymont”), a subsidiary of AMREP Corporation (the “Company”), completed the acquisition of a 15-acre property in the La Mirada subdivision located in Albuquerque, New Mexico (the “Property”). On June 24, 2021, Wymont entered into a Development Loan Agreement with BOKF, NA dba Bank of Albuquerque (“BOKF”). The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note and is secured by a Mortgage, Security Agreement and Financing Statement, between Wymont and BOKF, with respect to the Property. Pursuant to a Guaranty Agreement entered into by AMREP Southwest Inc. (“ASW”), a subsidiary of the Company, in favor of BOKF, ASW guaranteed Wymont’s obligations under each of the above agreements.

 

Pursuant to the loan documentation, BOKF agrees to lend up to $7,375,000 to Wymont on a non-revolving line of credit basis to partially fund the acquisition and development of the Property. The outstanding principal amount of the loan may be prepaid at any time without penalty. The loan is scheduled to mature in June 2024. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to the London Interbank Offered Rate for a thirty-day interest period plus a spread of 3.0%, adjusted monthly, subject to a minimum interest rate of 3.75%. Generally, BOKF is required to release the lien of its mortgage on any commercial lot within the Property upon Wymont making a principal payment equal to the net sales proceeds with respect to the sale of such lot. BOKF is required to release the lien of its mortgage on any residential lot within the Property upon Wymont making a principal payment equal to $60,600 per such released lot.

 

Wymont and ASW made certain representations and warranties in connection with this loan and are required to comply with various covenants, reporting requirements and other customary requirements for similar loans. The loan documentation contains customary events of default for similar financing transactions, including: Wymont’s failure to make principal, interest or other payments when due; the failure of Wymont or ASW to observe or perform their respective covenants under the loan documentation; the representations and warranties of Wymont or ASW being false; the insolvency or bankruptcy of Wymont or ASW; and the failure of ASW to maintain a net worth of at least $32 million. Upon the occurrence and during the continuance of an event of default, BOKF may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. Wymont incurred customary costs and expenses and paid certain fees to BOKF in connection with the loan.

 

The foregoing description of the loan documentation is a summary only and is qualified in all respects by the provisions of the loan documentation; copies of the Development Loan Agreement, Non-Revolving Line of Credit Promissory Note, Mortgage, Security Agreement and Financing Statement and Guaranty Agreement are attached hereto as Exhibits 10.1 through 10.4 and are incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. On June 24, 2021, Wymont became obligated for $5,448,000 received from BOKF under the Development Loan Agreement. The outstanding principal amount under the Development Loan Agreement as of June 24, 2021 was $5,448,000.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number Description
10.1 Development Loan Agreement, dated as of June 24, 2021, between BOKF, NA dba Bank of Albuquerque and Wymont LLC.
10.2 Non-Revolving Line of Credit Promissory Note, dated June 24, 2021, by Wymont LLC in favor of BOKF, NA dba Bank of Albuquerque.
10.3 Mortgage, Security Agreement and Financing Statement, dated as of June 24, 2021, between BOKF, NA dba Bank of Albuquerque and Wymont LLC.
10.4 Guaranty Agreement, dated as of June 24, 2021, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque.

 

 

 

 

 

SIGNATURES

 

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.

 

 

  AMREP Corporation
   
     
Date: June 25, 2021 By:

/s/ Christopher V. Vitale 

    Name: Christopher V. Vitale
    Title: President and Chief Executive Officer

 

 

 

 

 

 

 

EXHIBIT INDEX 

 

 

Exhibit Number Description
10.1 Development Loan Agreement, dated as of June 24, 2021, between BOKF, NA dba Bank of Albuquerque and Wymont LLC.
10.2 Non-Revolving Line of Credit Promissory Note, dated June 24, 2021, by Wymont LLC in favor of BOKF, NA dba Bank of Albuquerque.
10.3 Mortgage, Security Agreement and Financing Statement, dated as of June 24, 2021, between BOKF, NA dba Bank of Albuquerque and Wymont LLC.
10.4 Guaranty Agreement, dated as of June 24, 2021, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque.

 

 

 

 

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Amrep Corp. provided additional information to their SEC Filing as exhibits

Ticker: AXR
CIK: 6207
Form Type: 8-K Corporate News
Accession Number: 0001104659-21-085759
Submitted to the SEC: Fri Jun 25 2021 4:36:16 PM EST
Accepted by the SEC: Fri Jun 25 2021
Period: Thursday, June 24, 2021
Industry: Periodicals Publishing Or Publishing And Printing
Events:
  1. Financial Exhibit
  2. New Agreement
  3. New Financial Obligation

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