Armada Hoffler Properties Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Real Estate
Finance
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): April 29, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2025, Baltimore Parcel 4, LLC (the “Armada Partner”), a subsidiary of Armada Hoffler Properties, Inc. (the “Company”), entered into a binding term sheet (the “Term Sheet”) with its partner for the Harbor Point Parcel 4 project (“Harbor Point Parcel 4”), Harbor Point Parcel 4 Holdings, LLC (the “Beatty Partner”), an affiliate of Beatty Development Group (“Beatty”), which sets forth the terms upon which the Armada Partner will acquire the remaining partnership interest of the Beatty Partner in the joint venture that owns Harbor Point Parcel 4 (such joint venture, the “Parcel 4 JV” and, such transaction, the “Buyout Transaction”). The Buyout Transaction is structured to take place in a series of steps.
Harbor Point Parcel 4 currently includes the “Allied” multifamily project containing approximately 312 units together with attached retail space and a parking garage containing approximately 1,250 spaces (the “Garage”). Those improvements are located on the south portion of Harbor Point Parcel 4 (the “South Parcel”). The north portion of Harbor Point Parcel 4 includes a “development pad” and certain related infrastructure improvements but no buildings (the “North Parcel”).
As of the date hereof, the Armada Partner and the Beatty Partner own approximately 77% and 23%, respectively, of the Parcel 4 JV. As the first step of the Buyout Transaction, the Armada Partner will exercise its pre-existing option to acquire 13% of the Beatty Partner’s interest in the Parcel 4 JV for approximately $14.3 million. The Beatty Partner and Beatty are required to use a portion of such proceeds to repay in full the outstanding principal amount of two loans made by affiliates of the Company to affiliates of Beatty, which loans have an aggregate outstanding principal amount of approximately $13.6 million as of the date hereof.
The Armada Partner has also agreed to acquire the remaining 10% of the Beatty Partner’s interest in the Parcel 4 JV. In connection with the acquisition of the remaining 10% of the Beatty Partner’s interest in the Parcel 4 JV, the Armada Partner will further subdivide Harbor Point Parcel 4. In consideration of the acquisition of the remaining 10% of the Beatty Partner’s interest in the Parcel 4 JV, the Armada Partner will (i) cause the Parcel 4 JV to deed to the Beatty Partner the North Parcel and (ii) pay the Beatty Partner $3.5 million in cash (the “Step 2 Cash Proceeds”).
As part of the Buyout Transaction, the Armada Partner and the Beatty Partner have agreed to certain arrangements regarding future parking rights that will be provided to the Beatty Partner in the Garage if the Beatty Partner elects to develop an additional building on the North Parcel. In addition, in connection with the Buyout Transaction, the parties and certain of their affiliates will be entering into a reciprocal easement and cost sharing agreement that will create various access easements and other reciprocal rights and cost sharing arrangements related to Harbor Point Parcel 4. Further, as a part of the Buyout Transaction, the Armada Partner will be granting certain “rights of first offer” and “rights of first refusal” in favor of the Beatty Partner in respect of a future sale of the South Parcel. In addition, the Beatty Partner will receive from the Parcel 4 JV an assignment of existing warranties covering work done on the North Parcel by the contractor for the Harbor Point Parcel 4 improvements, which is an affiliate of the Company. The parties will also exchange mutual releases.
The Harbor Point Parcel 3 project (“Harbor Point Parcel 3”), for which affiliates of the Company and Beatty are partners, and Harbor Point Parcel 4 are currently encumbered by a construction loan made by a syndicate of banks led by Manufacturers and Traders Trust Company (the “M&T Loan”). In connection with the Buyout Transaction, the Beatty Partner will be required to use up to $3.0 million of the Step 2 Cash Proceeds to make a partial principal paydown of the M&T Loan, and the Armada Partner will also make a partial paydown of the M&T Loan in the same amount as the Beatty Partner. Further, in connection with the Buyout Transaction, the M&T Loan will be modified and extended and, in connection therewith, Harbor Point Parcel 4 will be released from the collateral package for the M&T Loan. The Armada Partner has arranged a new loan from Bank of America, N.A. in an amount of $90.0 million (the “BofA Loan”), which will be entered into immediately following the closing of the Buyout Transaction and will be secured by the South Parcel. The proceeds of the BofA Loan will be used to paydown the M&T Loan. The transactions referred to in this paragraph, together with the Buyout Transaction, are referred to in this Current Report on Form 8-K as the “Transactions.”
The Transactions are expected to be consummated in the second quarter of 2025. The consummation of the Transactions is subject to the preparation and/or delivery of definitive documentation for the Transactions and will be subject to customary closing conditions.
Cautionary Note Regarding Forward-Looking Statements
Certain matters within this Current Report on Form 8-K are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. These forward-looking statements include comments relating to, among other things, the consummation of the Buyout Transaction, the further subdivision of Harbor Point Parcel 4, the consummation of the Financing Transactions, the preparation and delivery of definitive documentation for the Buyout Transaction and the Financing Transactions, the satisfaction of conditions to consummating the Buyout Transaction and the Financing Transactions and the timing of the foregoing. For a description of factors that may cause the Company’s actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and other documents filed by the Company with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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.
| ARMADA HOFFLER PROPERTIES, INC. | ||||||||
| Date: May 5, 2025 | By: | /s/ Matthew Barnes-Smith | ||||||
| Matthew Barnes-Smith | ||||||||
| Chief Financial Officer, Treasurer, and Corporate Secretary | ||||||||