Item 1.01 Entry into a Material Definitive Agreement.
Gilmer and Sons
On January 7, 2020, MHP Pursuits LLC (the "Buyer"), a wholly-owned subsidiary of
Manufactured Housing Properties Inc., a Nevada corporation, entered into a
purchase and sale agreement (the "Gilmer and Sons Purchase Agreement") with
Gilmer and Sons Mobile Home Sales and Rentals, Inc., a South Carolina
corporation ("Gilmer and Sons"), for the asset purchase of 11 manufactured
housing communities located in South Carolina and consisting of 215 homes and 4
home-ready vacant lots for a total purchase price of $7,325,000.
The Gilmer and Sons Purchase Agreement includes an earnest money deposit of
$15,000 and an additional deposit of $20,000 upon expiration of the due
diligence period, which will be applied to the payment of the purchase price at
closing, and provides for a due diligence period of 30 days commencing upon
Gilmer and Sons' delivery of due diligence materials to the Buyer, plus an
additional 45 days solely for the completion of third-party reports. The closing
is to occur 30 days after expiration of the due diligence period, or such
earlier date as the parties may agree upon in writing.
The Gilmer and Sons Purchase Agreement contains customary representations and
warranties. The closing of the Gilmer and Sons Purchase Agreement is subject to
customary closing conditions and delivery of customary closing documents,
including, without limitation, a special warranty deed conveying title to the
properties subject only to certain permitted exceptions; if requested by the
Buyer, a non-warranty deed conveying the properties; a bill of sale and general
assignment transferring all of Gilmer and Sons' right, title and interest in the
personal property, intangible property, property files, warranties and licenses
to the Buyer; an assignment and assumption agreement assigning to the Buyer all
of Gilmer and Sons' right, title and interest in all leases and any other
contracts that the Buyer elects to assume; all certificates of title and other
documents for the transfer of title and title insurance; a FIRPTA affidavit; and
customary closing certificates and closing statements.
The foregoing summary of the terms and conditions of the Gilmer and Sons
Purchase Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the agreement attached hereto as
Exhibit 10.1, which is incorporated herein by reference.
J&A Real Estate
On January 7, 2020, the Buyer also entered into a purchase and sale agreement
(the "J&A Purchase Agreement") with J&A Real Estate, LLC, a South Carolina
limited liability company ("J&A"), for the asset purchase of a manufactured
housing community located in Georgia and consisting of 110 sites on
approximately 35 acres for a total purchase price of $3,700,000.
The J&A Purchase Agreement includes a deposit of $30,000, which will be applied
to the payment of the purchase price at closing, and provides for a due
diligence period of 30 days commencing upon J&A's delivery of due diligence
materials to the Buyer. The closing is to occur 30 days after expiration of the
due diligence period, or such earlier date as the parties may agree upon in
writing.
The J&A Purchase Agreement contains customary representations and warranties.
The closing of the J&A Purchase Agreement is subject to customary closing
conditions and delivery of customary closing documents, including, without
limitation, a special warranty deed conveying title to the properties subject
only to certain permitted exceptions; if requested by the Buyer, a non-warranty
deed conveying the properties; a bill of sale and general assignment
transferring all of J&A's right, title and interest in the personal property,
intangible property, property files, warranties and licenses to the Buyer; an
assignment and assumption agreement assigning to the Buyer all of J&A's right,
title and interest in all leases and any other contracts that the Buyer elects
to assume; all certificates of title and other documents for the transfer of
title and title insurance; a FIRPTA affidavit; and customary closing
certificates and closing statements.
The foregoing summary of the terms and conditions of the J&A Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to
the full text of the agreement attached hereto as Exhibit 10.2, which is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
10.1 Purchase and Sale Agreement, dated January 7, 2020, between MHP
Pursuits LLC and Gilmer and Sons Mobile Homes Sales and Rentals, Inc.
10.2 Purchase and Sale Agreement, dated January 7, 2020, between MHP
Pursuits LLC and J&A Real Estate, LLC
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