Exhibit 10.1
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): November 24, 2014
INNSUITES HOSPITALITY TRUST
(Exact Name of Registrant as Specified in Charter)
Registrant’s telephone number, including area code (602) 944-1500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2 .01 |
Completion of Acquisition or Disposition of Assets |
As previously disclosed on our SEC Form 8-K dated October 15, 2014, Tucson Hospitality Properties, LLLP (“Tucson”), a subsidiary of InnSuites Hospitality Trust (the “Trust” or “IHT”) entered into purchase and sale agreement for a $2.5 million for the purchase of land located at 6201 North Oracle Road, Tucson, Pima County, Arizona, known as Pima County Assessor Parcel No. 102-20-004E (the “Property”). The transaction closed on November 24, 2014.
The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 and the Deed of Trust, which is filed as Exhibit 10.2, to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
In connection with the purchase of the Property, the Trust obtained financing to acquire the land, re-finance the existing Tucson hotel loan 1 st deed of trust lowering the existing hotel interest rate from 8.0% to 4.19% and payoff other existing debt. The $3,500,000 commercial real estate loan has a 15 year term with 4.19% fixed for 5 years and adjusts annually. The loan closed simultaneous to the Property purchase. Rare Earth Financial, LLC, RRF Limited Partnership, the Trust, the Wirth Family Trust dated July 14, 2006, James and Gail Wirth are joint guarantors.
The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Promissory Note, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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10.1 |
Agreement for Purchase and Sale, dated October 15, 2014 executed by Tucson Hospitality Properties, LLLP, as Buyer, and Joseph R. Cesare and Hugh M. Caldwell, Jr. acting in his capacity as Trustee of Trust B under the Hugh M. and SallyAnn Caldwell Trust, dated July 8, 1996, as Seller. |
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10.2 |
Deed of Trust, dated November 18, 2014, among Tucson, as Trustor, and Kansas State Bank of Manhattan, as Lender. |
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10.3 |
Promissory note dated November 18, 2014 executed by Tucson, as Borrower and Kansas State Bank of Manhattan, as Lender. |
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99.1 |
November 26, 2014 IHT Press Release. |
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.
InnSuites Hospitality Trust
By: /s/ Adam B. Remis
Adam B. Remis
Chief Financial Officer
Date: November 26, 2014
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Agreement for Purchase and Sale, dated October 15, 2014 executed by Tucson Hospitality Properties, LLLP, as Buyer, and Joseph R. Cesare and Hugh M. Caldwell, Jr. acting in his capacity as Trustee of Trust B under the Hugh M. and SallyAnn Caldwell Trust, dated July 8, 1996, as Seller. |
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10.2 |
Deed of Trust, dated November 18, 2014, among Tucson, as Trustor, and Kansas State Bank of Manhattan, as Lender |
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10.3 |
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Promissory note dated November 18, 2014 executed by Tucson, as Borrower and Kansas State Bank of Manhattan, as Lender. |
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99.1 |
November 26, 2014 IHT Press Release |
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 99.1
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NEWS BULLETIN |
RE: INNSUITES HOSPITALITY TRUST |
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FROM |
INNSUITES HOTEL CENTRE |
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INNSUITES HOSPITALITY TRUST |
1625 E. NORTHERN AVENUE, # 105 |
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NYSE MKT:IHT |
Phoenix, Arizona 85020 |
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FISCAL 2015 |
Phone: 602-944-1500 |
InnSuites Tucson Site Purchased. IBC Expands.
FOR FURTHER INFORMATION:
Marc Berg, Executive Vice President
602-944-1500
email: mberg@innsuites.com
Phoenix, AZ, November 26, 2014 - InnSuites Hospitality Trust (NYSE MKT :IHT)
InnSuites® Hospitality Trust (“IHT”) through one of its subsidiaries purchased the leased land located under its InnSuites Hotel & Suites Catalina Foothills Best Western property for $2.5 million while refinancing the first trust mortgage lowering its interest rate from 8.0% to 4.19% resulting in monthly cash flow savings of approximately $460,000 yearly. The purchase and refinance closed on November 24, 2014.
IBC Hotels, a wholly owned subsidiary of IHT, announced its addition to the US Franchise Registry, the national listing of brands approved by the US Small Business Administration (SBA) thereby eliminating weeks of processing time for new business owners. Independent hoteliers often prefer the flexibility of IBC which is not overly controlling consistent with SBA guidelines.
InnDependent Boutique Collection Hotels (“IBC Hotels”) is one of the world’s largest independent hotel networks providing advanced distribution and reservation technologies and branding along with a loyalty program to over 6500 independently owned hotel members representing 20,000+ hotels in 170 countries worldwide. IBC Hotels will co-sponsor the InnDependent Lodging Summit and Trade show in Tucson, Arizona March 15 – 17, 2015.
InnSuites Hotels, a wholly owned management company of IHT, selected Groupize Solutions GBE to drive direct group website bookings offering lower cost, increased efficiency and higher conversion rates to maximize profits and attract more group business. The Groupize GBE enables InnSuites Hotels to attract and retain group business by giving planners a fast, easy-to-use, real-time reservation process on www.innsuites.com. Says James Wirth, CEO, “InnSuites is excited to partner with an award winning leader in group travel technology. Groupize provides an intuitive, cost effective platform to facilitate online transactions and planner relationship management for groups and meetings with increased conversions and lower costs.”
With the exception of historical information, the matters discussed in this news release may include "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are not guarantees of future performance due to numerous risks and uncertainties and are described in greater detail in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained.
For more information visit www.innsuitestrust.com or www.sec.gov