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): November 17, 2017
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 001-36769 47-2449198
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation
200 W. Forsyth Street, 7th Floor
Jacksonville, Florida 32202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 858-9100
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(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 communications 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 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))
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (s. 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s. 240.12b-2
of this chapter).
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. [_]
CURRENT REPORT ON FORM 8-K
FRP HOLDINGS, INC.
November 17, 2017
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On November 17, 2017, Riverfront Holdings I, LLC (the "Joint Venture")
refinanced the Dock 79 project pursuant to a Loan Agreement and Deed of Trust
Note entered into with EagleBank ("Loan Documents"). The Joint Venture, which
was formed between FRP Holdings, Inc. (the "Company") and MRP SE Waterfront
Residential, LLC ("MRP") in 2014 in connection with the development of the
Riverfront on the Anacostia property, borrowed a principal sum of $90,000,000
in connection with the refinancing. The loan is secured by the Dock 79 real
property and improvements, bears a fixed interest rate of 4.125% per annum
and has a term of 120 months. During the first 48 months of the loan term,
the Joint Venture will make monthly payments of interest only, and thereafter,
make monthly payments of principal and interest in equal installments based
upon a 30-year amortization period. The loan is a non-recourse loan. However,
all amounts due under the Loan Documents will become immediately due upon an
event of default by the Joint Venture, such events including, without
limitation, Joint Venture's (i) failure to: pay, permit inspections or observe
covenants under the Loan Documents, (ii) breach of representations made under
the Loan Documents (iii) voluntary or involuntary bankruptcy, and
(iv) dissolution, or the dissolution of the guarantor. MidAtlantic Realty
Partners, LLC, an affiliate of MRP, has executed a carve-out guaranty in
connection with the loan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned thereunto duly authorized.
FRP Holdings, Inc.
Date: November 22, 2017 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Executive Vice President
and Chief Financial Officer
