SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 22, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
301 Winding Road
Old Bethpage, NY 11804
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (212) 750-0371
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 (see General Instruction A.2. below):
|[ ]||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))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol||Name of Each Exchange on Which Registered|
|Common Shares||PW||NYSE (American)|
|7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share||PW.A||NYSE (American)|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01. Entry into a Material Definitive Agreement.
On February 22, 2021, Power REIT (“Power REIT” or the “Trust”), through a wholly owned subsidiary of the Trust (“PropCo”), amended its lease (the “Lease”) with the Grail Project whereby the Trust will fund the construction of 6,256 square feet of additional cannabis cultivation and processing space along with an increase in the scheduled lease payments.
The foregoing descriptions of the lease amendment does not purport to be complete and are qualified in its entirety by reference to the complete text of the Lease, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Current Report on Form 8-K by reference.
Item 7.01 Regulation FD Disclosure.
On February 23, 2021, the Trust issued a press release regarding the acquisition of the Property. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Trust, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
|Exhibit||Description of Exhibit|
|10.1||The Grail Project Lease Amendment|
|99.1||Power REIT Press Release issued on February 23, 2021|
Some of the information in this press release contains forward-looking statements and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” “target,” or similar expressions, are intended to identify such forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include those discussed under the caption “Risk Factors” included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2019, which was filed with the U.S. Securities and Exchange Commission (“SEC”), as well as in other reports that we file with the SEC.
Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this press release. We disclaim any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this press release.
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.
|Date: February 23, 2021||POWER REIT|
|By||/s/ David H. Lesser|
|David H. Lesser|
|Chairman of the Board and Chief Executive Officer|
AMENDMENT NO. 1 TO LEASE AGREEMENT – LOTS 4 & 5 – TAMARACK SUBDIVISION
THIS AMENDMENT NO. 1 TO LEASE AGREEMENT (the “Amendment”), is made and entered into effective as of the 19th day of February, 2021 (the “Effective Date”), by and between The Grail Project, LLC, a Colorado LLC (“Tenant”), whose address for notice purposes is 7950 Maverick Lane, Ordway, CO 81063 and PW CO CanRE Grail LLC, a Colorado LLC (“Landlord”), whose address for notice purposes is 301 Winding Road, Old Bethpage, New York 11804.
W I T N E S S E T H :
A. WHEREAS, Landlord and Tenant executed and entered into that certain Lease dated as of January 1, 2021 (“Lease”), with respect to certain space located at Lots 4 and 5 of the Amended Tamarack Subdivision in Crowley County, Colorado 81063, containing a combined total of 4.41 acres and is currently under construction to build approximately certain 12,000 square foot greenhouse with a 1,728 square foot pump house and a 6,256 square foot Head House with a 1,748 square foot mezzanine (collectively the “Buildings”), all as more particularly described in Lease; and
B. WHEREAS, Guarantor is the guarantor under that certain Guaranty, dated January 1, 2021 and attached to the Lease (the “Guarantee”), pursuant to which the Guarantor unconditionally guaranteed to and in favor of the landlord under the Lease from time to time and any successors thereto, including the Landlord, the prompt and complete payment and performance of each and every term, provision, covenant and condition under the Lease to be paid and performed by the tenant thereunder from time to time, as more particularly set forth in the Guarantee; and
C. WHEREAS, the parties hereto desire to modify the Lease, together with all rights and obligations contained therein, subject to and in accordance with the following terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. RECITALS: The foregoing recitals are true and correct and are incorporated herein by this reference.
2. BASE RENT: The parties acknowledge and agree that the Base Rent set forth in the Lease shall be amended and restated to add the rents shown on Exhibit 1 attached hereto and made a part hereof and which represents the additional rent for the Expansion Space.
3. ADDITIONAL SECURITY DEPOSIT: Tenant agrees to fund $35,000 as an additional Security Deposit as defined in the Lease upon execution of this Amendment.
a. Grant of Expansion Right and Tenant Obligation. Landlord hereby grants Tenant the right and obligation to expand the Premises by approximately 6,256 square feet of cultivation and processing space (the “Expansion”). Tenant shall be fully responsible for the lawful design, permitting, lien-free construction and completion of the Expansion. The Expansion and the design, construction and operations thereof shall comply with all Applicable Law (as defined in the Lease).
b. Landlord Assistance with Funding. As costs are actually incurred by Tenant in connection with the Expansion or as costs are contracted for pursuant to an executed contract, Tenant may present Landlord with such signed contract or with the paid invoices for such costs as shown on the budget attached hereto as Exhibit 2 (the “Budget”). Landlord will pay or reimburse Tenant for such reasonably documented expenditures within 30 days of presentment of a signed contract for such costs, all an amount equal to and not in excess of the Budget. Upon completion of the Expansion, Tenant shall provide Landlord with the following within sixty (60) days of such completion: (i) reasonable evidence of a validly issued unconditional certificate of occupancy for the Expansion as provided by the applicable local authorities, (ii) a title insurance bring down search showing the lien free completion of the Expansion dated within sixty (60) days of completion, and (iii) the commencement of operations by Tenant in the Expansion. Tenant acknowledges and agrees to design, purchase and construct the Expansion on or before August 31, 2020 and that all such costs for the Expansion in excess of the Budget shall be Tenant’s sole responsibility. All contractors and sub-contractors shall submit standard insurance certificates showing coverage for builder’s risk, property damage and liability coverage in standard market rate amounts, such liability coverage to be at least $1,000,000 per occurrence with $5,000,000 in the excess with companies licensed to do business with an A.M. Best ratings of A or better in the State of Colorado.
The parties acknowledge and agree that timely and lawful completion of the Expansion and all other aspects of the Lease and the Amendment is automatically covered by the Guarantee which, by its terms, include Tenant’s compliance with the terms of the Lease, but irrespective of such acknowledgement, Guarantor hereby confirms the same by singing below.
6. MISCELLANEOUS: (i) the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; (ii) this Amendment, together with the Lease, constitutes the entire understanding between the parties in respect to the subject matter hereof, and the Lease has not been modified or amended, except by this Amendment; (iii) Tenant hereby covenants, represents, warrants and independently stipulates to Landlord that (a) the Lease is not in default by Landlord, and remains in full force and effect, (b) Tenant owns and holds the Tenant’s interest in the Lease, and the same, as well as all leasehold improvements, furniture, fixtures and equipment, and personalty contained in the Premises, are free and clear of all liens, claims and encumbrances of whatsoever kind and nature, and Tenant has paid all personal property and other taxes relating to the same and to the Premises and the Lease, and (c) there has been no change in the ownership of the Tenant which under the terms of the Lease would have required Landlord’s consent thereto; (iv) this Amendment constitutes the legal, valid and binding obligation of Tenant and Landlord, and the same is enforceable in accordance with its terms; and (v) all terms defined in the Lease and used in this Amendment shall have the meanings ascribed to them in the Lease unless the context clearly otherwise requires.
7. RATIFICATION: Except as hereby amended, all of the provisions of the Lease and Guarantee are hereby ratified and confirmed and shall be and remain in full force and effect, and the same are enforceable in accordance with their terms.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, as of the date first above written.
PW CO CanRE Mav 5 LLC
a Colorado LLC
The Grail Project LLC
a Colorado LLC
|By:||David H. Lesser||By:||Andrew Duvall|
|Authorized Signatory||Managing Member|
|Witness for Landlord||Witnesses for Tenant:|
First Witness for Landlord
|First Witness for Tenant|
Lease Amendment #1 Additional Rent Schedule
|Month||Date||Monthly Rent||Monthly Rent if Reset|
Option Period 1:
Option Period 2:
Option Period 3:
Option Period 4:
Power REIT Creates Efficiencies of Scale with Tenant Expansion
Old Bethpage, New York, February 23, 2021 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”) today announced that it has entered into a lease amendment with The Grail Project LLC (“Grail Project”) to fund the expansion of its existing property leased to Grail Project by 6,256 square feet. Power REIT’s capital commitment related to the expansion is approximately $517,000 and the increase in annual straight-line rent is approximately $105,000. The property, which is strategically located in a part of southern Colorado that offers a very favorable business setting and climate for greenhouse cultivation, is owned through a wholly owned subsidiary of Power REIT.
Including the expansion announced today, Power REIT has committed to invest approximately $2.36 million for the construction of approximately 28,000 square feet of greenhouse and processing space for its tenant, Grail Project. The 20 year “triple-net” lease is structured to provide straight-line annual rent of approximately $455,000, which represents an unleveraged FFO yield of approximately 19.3% on Power REIT’s invested capital.
David Lesser, Power REIT’s Chairman and CEO, commented, “This transaction demonstrates an attractive element of our business plan whereby our existing portfolio has the potential for built in growth and we can deploy incremental capital at very attractive yields. As we facilitate the expansion of a property, we also help create efficiencies of scale for our tenants which should improve their competitiveness. We continue to deploy capital on a highly accretive basis and in a manner that supports our investment thesis of investing in sustainable greenhouse properties. We remain enthusiastic about expanding our greenhouse portfolio in Colorado, which should compete favorably with indoor cultivation facilities, while providing quality real estate for Gail Project to grow high quality cannabis at a competitive cost.”
Project Grail owner Andrew Duvall, commented “We are excited to expand the cultivation facility with the help of Power REIT. This expansion is a first step in our goal of rapid expansion and should help drive economies of scale and reduced production expense associated with greenhouse facilities compared to other indoor cultivation solutions.”
Statement on Sustainability
Power REIT owns real estate related to infrastructure assets including properties for Controlled Environment Agriculture (CEA Facilities), Renewable Energy and Transportation.
CEA Facilities, such as greenhouses, provide an extremely environmentally friendly solution, which consume approximately 70% less energy than indoor growing operations that do not benefit from “free” sunlight. CEA facilities use 90% less water than field grown plants, and all of Power REIT’s greenhouse properties operate without the use of pesticides and avoid agricultural runoff of fertilizers and pesticides. These facilities cultivate medical Cannabis, which has been recommended to help manage a myriad of medical symptoms, including seizures and spasms, multiple sclerosis, post-traumatic stress disorder, migraines, arthritis, Parkinson’s disease, and Alzheimer’s.
Renewable Energy assets are comprised of land and infrastructure associated with utility scale solar farms. These projects produce power without the use of fossil fuels thereby lowering carbon emissions. The solar farms produce approximately 50,000,000 kWh of electricity annually which is enough to power approximately 4,600 home on a carbon free basis.
Transportation assets are comprised of land associated with a railroad, an environmentally friendly mode of bulk transportation.
About Power REIT
Power REIT is a specialized real estate investment trust (REIT) that owns sustainable real estate related to infrastructure assets including properties for Controlled Environment Agriculture, Renewable Energy and Transportation. Power REIT is actively seeking to expand its real estate portfolio related to Controlled Environment Agriculture for the cultivation of food and cannabis. Power REIT is focuses on the “Triple Bottom Line” with a commitment to Profit, Planet and People… Additional information about Power REIT can be found on its website: www.pwreit.com
Additional information about Power REIT can be found on its website: www.pwreit.com
Cautionary Statement about Forward-Looking Statements
This document includes forward-looking statements within the meaning of the U.S. securities laws. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume”, “seek” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained in this document regarding our future strategy, future operations, future prospects, the future of our industries and results that might be obtained by pursuing management’s current or future plans and objectives are forward-looking statements. You should not place undue reliance on any forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date of the filing of this document. Over time, our actual results, performance, financial condition or achievements may differ from the anticipated results, performance, financial condition or achievements that are expressed or implied by our forward-looking statements, and such differences may be significant and materially adverse to our security holders.
|David H. Lesser, Chairman & CEO||Mary Jensen, Investor Relations|
301 Winding Road
Old Bethpage, NY 11804