Attached files
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| EX-10.1 - MATERIAL CONTRACTS - Voltari Corp | vltc_ex101.htm |
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 19,
2018
Voltari Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-55419
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90-0933943
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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767 Fifth Avenue, Suite 4700
New York, NY 10153
(Address of Principal Executive Offices, including Zip
Code)
(212) 388-5500
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(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:
☐
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 as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§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. ☐
Item
1.01.
Entry
into a Material Definitive Agreement
On
January 19, 2018, Voltari Corporation (the “Company”),
through its wholly owned subsidiary, Voltari Real Estate Holding
LLC, a Delaware limited liability company (the
“Purchaser”), entered into a purchase and sale
agreement (the “Purchase Agreement”) with The State
Media Company, a South Carolina corporation (the
“Seller”), to acquire all of Seller’s right,
title and interest in a real estate parcel located in Columbia,
South Carolina (the “Property”) for $17.0
million.
Pursuant
to the terms and conditions of the Purchase Agreement, upon the
closing of the sale of the Property, Purchaser will enter into a
triple net lease with The McClatchy Company (the
“Lease”), a publicly traded Delaware corporation and an
affiliate of the Seller (“McClatchy”). The Lease will
have an initial term of fifteen years, with three five-year
extension options (the “Term”). During the Term, in
addition to rent, McClatchy will be responsible for the payment of
all real estate taxes, utilities, tenant’s insurance and
other property related costs, and the maintenance of the Property
and its premises. The initial average annual rental income for the
Property will be approximately $1,613,000 (the “Base
Rent”). On each of the fifth (5th) and tenth (10th)
anniversaries of the commencement date of the Lease, the Base Rent
will be increased by ten percent (10%) above the then current Base
Rent.
The
Purchase Agreement contains customary representations, warranties
and covenants by the parties and the closing of the purchase is
subject to customary conditions precedent, including a due
diligence period. The Company makes no assurances that the
conditions will be satisfied or that the purchase will be
consummated in a timely manner, if at all.
The
foregoing description of the Purchase Agreement is not complete and
is qualified in its entirety by reference to the Purchase
Agreement, which is attached as Exhibit 10.1 hereto, and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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Purchase
and Sale Agreement, dated as of January 19, 2018, by and between
The State Media Company and Voltari Real Estate Holding
LLC.
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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.
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VOLTARI CORPORATION
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Date:
January 23, 2018
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By:
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/s/ Kenneth
Goldmann
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Kenneth
Goldmann
Principal
Executive Officer
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