Comstock Holding Companies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$CHCI
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): September 11, 2024
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Item 1.01 Entry into a Material Definitive Agreement
On September 11, 2024, CHCI Asset Management, LC (“CAM”), an entity wholly-owned by Comstock Holding Companies, Inc. (the “Company”), and Comstock Partners, LC (“CP”), an entity controlled by the Chief Executive Officer of the Company, Christopher Clemente, and wholly-owned by Mr. Clemente and certain family members, entered into the First Amendment to the Master Asset Management Agreement, with an effective date of July 1, 2024 (the “First Amendment”), which amends that certain Master Asset Management Agreement, dated as of June 13, 2022, between CAM and CP (the “2022 AMA”).
The First Amendment, among other things, (i) reflects the deferral of an Operating Assets Trigger Event (as defined in the 2022 AMA) for seven Real Estate Assets originally scheduled on October 1, 2024 (as defined in the 2022 AMA), at the election of the parties, to either (a) October 1, 2027, (b) upon the sale of a Real Estate Asset, (c) upon the refinance of the Real Estate Asset, or (d) the period of time in which a 85% leased rate has been achieved if the Real Estate Asset is a commercial asset; (ii) revises the definition of the Development and Construction Management Fee in the 2022 AMA to include payment of the fee during delays in delivery caused by a casualty event; and (iii) revises the definition of Supplemental Fees in the 2022 AMA to include a lease termination fee equal to 3.50% of the gross rental revenue paid by any tenant of a commercial asset in connection with the early termination of a lease.
Except as amended by the First Amendment, the terms of the 2022 AMA remain in full force and effect.
The foregoing summary of the terms of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMSTOCK HOLDING COMPANIES, INC. | |||||||||||
| Date: September 16, 2024 | By: | /s/ CHRISTOPHER CLEMENTE | |||||||||
Christopher Clemente Chairman and Chief Executive Officer | |||||||||||