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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): January 25, 2017

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (702) 227-0965

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):

 

Explanatory Note

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On January 25, 2017, Corporate Center Sunset, LLC, a Delaware limited liability company ("Buyer"), which is owned 72% by Vestin Realty Mortgage II, Inc., a Maryland corporation ("VRTB") and 28% by Vestin Realty Mortgage I, Inc., a Maryland corporation ("VRTA"), entered into a Membership Interest Purchase Agreement (the "Agreement") with DT Grat CS, LLC, a Nevada limited liability company ("Seller"), Stable Properties CC, LLC, a Nevada limited liability company ("Stable"), and Par 3 Nevada, LLC, a Nevada limited liability company ("Par 3").

The Agreement provides for the Buyer to purchase Seller's 87.5% membership interest in Stablewhich owns  six buildings  previously purchased from a subsidiary of VRTA and VRTB.  The buildings are 8880 West Sunset Road, Las Vegas, Nevada, 8860 West Sunset Road, Las Vegas, Nevada, 8930 West Sunset Road, Las Vegas, Nevada, 8945 West Post Road, Las Vegas, Nevada, 8905 West Post Road, Las Vegas, Nevada and 8925 West Post Road, Las Vegas, Nevada.  The purchase price for Seller's membership interest is $14,741,070, subject to certain adjustments.  As part of the purchase, the Buyer deposited $2,000,000 as a non-refundable deposit which  will be credited against the purchase price upon the closing.  The closing is scheduled to occur on or before January 28, 2018, subject to certain extensions.  Prior to the closing, the Buyer may also arrange for the sale of any one or more of the buildings. A portion of the proceeds from any such sale will be used to pay down the purchase price until the purchase price is paid in full, at which time the Buyer will own Seller's 87.5% membership interest in Stable.

Also, on January 24, 2017, the Buyer entered into a membership interest purchase agreement (the "Par 3 Agreement") with Stable and Par 3 for Par 3's 12.5% membership interest in Stable .  The purchase price for Par 3's membership interest is $2,034,000.  The closing is scheduled to occur on or before January 28, 2020, subject to certain extensions.  Once the Seller has been paid in full by the Buyer , , a portion of the proceeds from any building sales  will be used to pay down the Par 3 purchase price until the purchase price is paid in full, at which time the Buyer will own Stable , including  any remaining buildings not sold.

Item 9.01 Financial Statements and Exhibits

 (d) Exhibits.

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.