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): May 21, 2018
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
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 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.
May 21, 2018
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On May 21, 2018, FRP Holdings, Inc. (the "Company") and certain of its
subsidiaries completed its previously announced disposition of 40 industrial
warehouse properties and 3 additional land parcels to BRE Foxtrot Parent, LLC,
an affiliate of Blackstone Real Estate, pursuant to Agreement of Purchase and
Sale of Assets dated as of March 22, 2018 (the "Sale Agreement"). One warehouse
property valued at $11.7 million was excluded from the sale due to the tenant
exercising its right of first refusal to purchase the property. As a result,
the purchase price was reduced to $347.2 million. The sale of the excluded
warehouse property to the tenant is expected to close in the next 60 days.
The foregoing description of the Sale Agreement does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
Sale Agreement. A copy of the Sale Agreement is offered as Item 1.01 to the
Company's Current Report on Form 8-K filed on March 22, 2018, which is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(b) Pro Forma Financial Information.
The financial information required by Item 9.01(b) of this Current Report
on Form 8-K has not been included with this filing and will be filed by
amendment to this Current Report on Form 8-K not later than seventy-one (71)
calendar days after the date that this Current Report on Form 8-K must be
filed.
(d) Exhibits
Exhibit 2.1 Agreement for Purchase and Sale by and among FRP Holdings, Inc.,
certain of its subsidiaries, and BRE Foxtrot Parent, LLC, dated
as of March 22, 2018 (incorporated by reference to Exhibit 1.01
to the Company's Current Report on Form 8-K (File No. 001-36769)
filed with the Securities and Exchange Commission on March 22,
2018).
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.
FRP HOLDINGS, INC.
Date: May 24, 2018 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Chief Financial Officer
