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): March 31, 2017
Lightstone Value Plus Real Estate Investment Trust III, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 000-55619 | 46-1140492 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S.
Employer
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1985 Cedar Bridge Avenue, Suite 1
Lakewood, New Jersey 08701
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (732) 367-0129
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)) |
Item 1.02. Termination of a Material Definitive Agreement.
Termination of Dealer Manager Agreement
On March 31, 2017, Lightstone Value Plus Real Estate Investment Trust III, Inc. (the “Company”) and Orchard Securities, LLC (the “Dealer Manager”) mutually agreed, pursuant to a termination agreement dated March 31, 2017 between the Company and the Dealer Manager (the “DMA Termination Agreement”), to terminate that certain Dealer Manager Agreement dated July 16, 2014 between the Company and the Dealer Manager (the “Dealer Manager Agreement”).
The Company will not incur any early termination penalties or payments due to the termination of the Dealer Manager Agreement. A copy of the DMA Termination Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K.
Termination of Contribution Agreement
In connection with the termination of the Offering (as defined below), the Company entered into a termination agreement (the “Contribution Agreement Termination Agreement”), dated as of March 31, 2017, with Lightstone SLP III LLC (the “SLP”), an affiliate of the Lightstone Group, LLC, the Company’s sponsor and a related party, in relation to the Contribution Agreement, dated December 29, 2015, between the Company and the SLP.
Item 8.01 Other Events
On March 31, 2017, the Company terminated its primary initial public offering (the “Offering”) of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). Subscriptions for Common Stock in process as of March 31, 2017 will be processed until April 13, 2017. The Company’s distribution reinvestment program will remain in effect.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description |
| 10.1 | DMA Termination Agreement |
| 10.2 | Contribution Agreement Termination Agreement |
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.
| LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST III, INC. | |||
| Date: April 5, 2017 | By: | /s/ Donna Brandin | |
| Donna Brandin | |||
| Chief Financial Officer and Treasurer | |||
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(Principal Financial and Accounting Officer)
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Exhibit 10.1
DMA TERMINATION AGREEMENT
This DMA TERMINATION AGREEMENT (this “ Agreement ”), dated as of March 31, 2017, is by and among Orchard Securities, LLC , a Utah limited liability company ( “ Orchard ”), Lightstone Value Plus Real Estate Investment Trust III, Inc. , a Maryland corporation (the “ REIT ” and together with Orchard, the “ Parties ” and individually, a “ Party ”).
WITNESSETH :
WHEREAS, each of the Parties is a party to that certain Dealer Manager Agreement, dated July 16, 2014 (the “ Dealer Manager Agreement ”);
WHEREAS, the Parties wish to terminate the Dealer Manager Agreement;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
| 1. | Termination of the Dealer Manager Agreement . Each of Orchard and the REIT, hereby agree and acknowledge that, notwithstanding any term of the Dealer Manager Agreement, as of March 31, 2017 (the “ Effective Date ”), the Dealer Manager Agreement will be irrevocably and unconditionally terminated (requiring no further action on the part of the parties thereto), and that each shall have no further liability or obligation under the Dealer Manager Agreement, in law or in equity, to the other, regardless of when any such liability or obligation arises or becomes known. |
| 2. | Counterparts . This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each one of which shall be deemed an original and all of which together shall constitute one and the same Agreement. |
| 3. | Governing Law . This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the Law of the State of New York, not taking into account any rules of conflicts of laws that would cause the application of the laws of any other jurisdiction. |
| 4. | Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. |
| 5. | Further Assurances . Each Party shall execute and deliver such additional documents as may be reasonably requested by any other Party to consummate the transactions contemplated by this Agreement. |
| 6. | Parties in Interest . Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person not a party to this Agreement. |
| 7. | Entire Agreement . This Agreement constitutes the entire agreement and understanding among the Parties in respect of the subject matter hereof and thereof and supersedes all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise among the Parties, or between any of them, with respect to the subject matter hereof and thereof. |
| 8. | Headings . The headings and captions herein are inserted for convenience of reference only and are not intended to govern, limit or aid in the construction of any term or provision hereof. |
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
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ORCHARD SECURITIES, LLC
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| By: | /s/ Kevin Bradburn |
| Name: | Kevin Bradburn |
| Title: | President |
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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST III, INC.
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| By: | /s/ David Lichtenstein |
| Name: | David Lichtenstein |
| Title: | Chief Executive Officer |
| 3 |
Exhibit 10.2
CONTRIBUTION AGREEMENT TERMINATION AGREEMENT
This CONTRIBUTION AGREEMENT TERMINATION AGREEMENT (this “ Agreement ”), dated as of March 31, 2017, is by and among Lightstone SLP III LLC, a Delaware limited liability company (the “ SLP ”), Lightstone Value Plus REIT III LP a Delaware Limited Partnership (the “ OP ” and together with the SLP, the “ Parties ” and individually, a “ Party ”).
WITNESSETH :
WHEREAS, each of the Parties is a party to that certain Contribution Agreement, dated December 29, 2015 (the “ Contribution Agreement ”);
WHEREAS, Section 2 of the Contribution Agreement provides that the Contribution Agreement may be terminated by written consent of the parties thereto;
WHEREAS, the Parties wish to terminate the Contribution Agreement;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
| 1. | Termination of the Contribution Loan Agreement . Each of the SLP and the OP, hereby agree and acknowledge that, notwithstanding any term of the Contribution Agreement, as of March 31, 2017 (the “ Effective Date ”), the Contribution Agreement will be irrevocably and unconditionally terminated (requiring no further action on the part of the parties thereto), and that each shall have no further liability or obligation under the Contribution Agreement, in law or in equity, to the other, regardless of when any such liability or obligation arises or becomes known. |
| 2. | Counterparts . This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each one of which shall be deemed an original and all of which together shall constitute one and the same Agreement. |
| 3. | Governing Law . This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the Law of the State of New York, not taking into account any rules of conflicts of laws that would cause the application of the laws of any other jurisdiction. |
| 4. | Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. |
| 5. | Further Assurances . Each Party shall execute and deliver such additional documents as may be reasonably requested by any other Party to consummate the transactions contemplated by this Agreement. |
| 6. | Parties in Interest . Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person not a party to this Agreement. |
| 7. | Entire Agreement . This Agreement constitutes the entire agreement and understanding among the Parties in respect of the subject matter hereof and thereof and supersedes all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise among the Parties, or between any of them, with respect to the subject matter hereof and thereof. |
| 8. | Headings . The headings and captions herein are inserted for convenience of reference only and are not intended to govern, limit or aid in the construction of any term or provision hereof. |
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
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Lightstone SLP III LLC
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| By: | /s/ David Lichtenstein |
| Name: | David Lichtenstein |
| Title: | Manager |
| Lightstone Value Plus REIT III LP | |
| By: | /s/ David Lichtenstein |
| Name: | David Lichtenstein |
| Title: | Chief Executive Officer |
| 3 |