Attached files
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
POWER REIT
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
333-177802 45-3116572
(Commission File Number) (I.R.S. Employer Identification No.)
301 Winding Road, Old Bethpage, New York 11804
(Address of Principal Executive Offices) (Zip Code)
(212) 750-0373
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFT|R 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
SECTION 8: OTHER EVENTS
Item 8.01
On January 3, 2013, the Registrant issued a press release declaring
a dividend of $0.10 per share payable on January 25, 2013 to
shareholders of record as of January 14, 2013 and also announcing
the closing of the $1.0 million Salisbury acquisition on December
31, 2012 ("Transaction"). The Transaction consists of the
acquisition of approximately 54 acres of fee-simple land that
is leased to an operational solar farm in Salisbury,
Massachusetts ("Property"), which is one of the largest operational
solar farms in New England.
Power REIT formed a wholly-owned subsidiary, PW Salisbury Solar,
LLC ("PWSS") to acquire the property and consummate the
Transaction. The Transaction was financed via cash on hand and
an $800,000 bridge loan to PWSS. Loan proceeds, together with cash
on hand, were utilized to pay the net purchase price of the
Transaction. PWSS also assumed a municipal financing with an
unpaid principal balance of approximately $122,000 as of the
closing date. The Property is subject to a twenty-one (21) year
ground lease with the solar farm tenant, with extension options
on mutually agreeable terms. Pursuant to the lease, PWSS
will receive $80,800 of annual rent with a 1% escalation. The
tenant is responsible for taxes related to the solar farm and
PWSS is responsible for taxes related to the land.
The lender of the bridge loan is Hudson Bay Partners, LP,
a wholly-owned affiliate of David H. Lesser ("DHL"), our CEO and
Chairman. The bridge loan has a term of six (6) months,
extendible for another six (6) months at PWSS' option. The
interest rate is 5.0% during the first six (6) months and
8.5% during the extension period, if so extended. Interest is
payable at the end of each six month period (i.e. semi-annually).
The bridge loan is prepayable at any time, without penalty. The
company expects to refinance the bridge loan during the initial
period with bank debt and/or issuance of equity. The bridge loan
is secured by a first-lien mortgage on the property and a parent
guarantee from Power REIT.
The independent trustees of Power REIT met without DHL present to
approve the bridge loan, deeming it to be in the interests of the
company, on economic terms that are favorable to the company and
demonstrative of the DHL's commitment to the company and its
business plan. The Transaction is the first transaction consummated
by the Registrant and is consistent with the expansion of its
business plan and focus on infrastructure investments and renewable
energy infrastructure in particular.
A copy of the press release is attached to this report as Exhibit
99.1 and incorporated herein by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1 PW Salisbury Solar, LLC Mortgage
10.2 PW Salisbury Solar, LLC Note
10.3 Power REIT Guarantee
99.1 Press Release of Power REIT dated January 3, 2013
SIGNATURE
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.
Date: January 3, 2013
POWER REIT
By: /s/ David H. Lesser
Name: David H. Lesser
Title: CEO and Chairman
