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): June 1, 2022
MacKenzie Realty Capital, Inc.
(Exact Name of Registrant as Specified in Its Charter)
000-55006
(Commission File Number)
Maryland | 45-4355424 |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
89 Davis Road, Suite 100
Orinda, California 94563
(Address of principal executive offices, including zip code)
(925) 631-9100
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued June 3, 2022
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.
MACKENZIE REALTY CAPITAL, INC. | |||
(Registrant) | |||
Date: June 3, 2022 | By: | /s/ Robert Dixon | |
Robert Dixon | |||
President |
NEWS RELEASE CONTACT
FOR IMMEDIATE RELEASE Chris Simpson
800-854-8357
investors@mackenziecapital.com
MacKenzie Realty Capital, Inc. completes merger transaction involving FSP Satellite Place Corp.
Orinda, Calif., (June 3, 2022) – On April 1, 2022, MacKenzie Realty Capital, Inc. (“MacKenzie” or the “Company”), and its wholly owned subsidiary, FSP Merger Sub, Inc. (“Merger Sub”) entered into a reverse triangular merger with FSP Satellite Place Corp. (“FSP Satellite”), pursuant to which Merger Sub would be merged with and into FSP Satellite, which former shareholders of FSP Satellite receiving cash or shares of the Company, based upon their election, and after which the surviving corporation would be renamed MacKenzie Satellite Place Corp. On June 1, 2022, the merger closed, and MacKenzie Satellite Place Corp is now a wholly owned subsidiary of MacKenzie, which in turn owns the Satellite Place building, a six-story Class “A” suburban office building containing approximately 134,785 rentable square feet of space located on approximately 10 acres of land in Duluth, GA (the “Property”).
“We are very pleased with this merger transaction. We were the largest shareholder of FSP Satellite, so now we can control the outcome. We look forward to improving the operations and leasing activity in the coming year. The Satellite property has occupancy challenges, but with its anchor tenant it is currently approximately 59% occupied through 2029, positively cash flowing, and, with zero debt, we can afford to be patient,” Chief Executive Officer of MacKenzie, Rob Dixon, stated.
Chip Patterson, MacKenzie’s Chairman and general counsel added, “We are excited to add yet another high-quality asset to MacKenzie’s overall portfolio. We are also anxious to see results of the Gwinnett Place Mall revitalization project that the town is currently working on, which is near the property. We believe this will only improve the prospects for the property.”
About MacKenzie Realty Capital, Inc.
MacKenzie is a publicly registered non-traded REIT that is currently focused on investing in multifamily housing and office real estate properties located throughout the United States. The current portfolio includes interests in 5 multifamily properties and 10 office properties in 4 states. Please visit our website at: http://www.mackenzierealty.com
For more information, please contact MacKenzie at (800) 854-8357.
This material does not constitute an offer to sell or a solicitation of an offer to buy MacKenzie Realty Capital, Inc.
Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations, or projections relating to items such as the timing of payment of dividends are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended June 30, 2021, as amended, and its other filings with the Securities and Exchange Commission. This release does not constitute an offer to purchase or sell Mackenzie securities; only the Offering Circular should be relied upon for any investment decision. No money or consideration is being solicited by the information in this letter or any other communication and, if sent, money will not be accepted and will be promptly returned. A potential investor’s indication of interest does not create a commitment to purchase the securities we are offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given and all other requirements to accept an investment from a potential investor are met. A copy of the Offering Circular may be obtained on the SEC’s website:
https://www.sec.gov/Archives/edgar/data/1550913/000155091321000062/mrcofferingcircular11.2.21.htm.
89 Davis Road, Suite 100 • Orinda, California 94563 • Toll-Free (800) 854-8357 • Local (925) 631-9100 •
www.mackenzierealty.com