false 0001847874 0001847874 2024-12-06 2024-12-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): December 6, 2024

 

MOBILE INFRASTRUCTURE CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland   001-40415   98-1583957
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

30 W. 4th Street

Cincinnati, Ohio

   45202
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (513) 834-5110

 

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:

 

☐ 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(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   BEEP   NYSE American LLC

 

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 1.01Entry into a Material Definitive Agreement.

 

On December 6, 2024, Mobile Infrastructure Corporation (the “Company”), through seven subsidiaries (collectively, the “Loan Borrowers”), entered into a $75.5 million CMBS financing with Argentic Real Estate Finance 2 LLC (“Argentic”) as lender (the “CMBS Loan”). The proceeds of the CMBS Loan were used to (i) repay and discharge the Company’s existing revolving credit facility with KeyBank, National Association and KeyBank Capital Markets and (ii) refinance a property level loan.

 

The Company’s obligations under the loan agreement (the “CMBS Loan Agreement”) are secured by a first priority (i) mortgage, (ii) assignment of leases and rents and (iii) security interest in all personal property, including accounts, escrows, and reserves, granted by each of the seven Loan Borrowers. The CMBS Loan has a maturity date of December 6, 2034. Monthly payments of principal and interest are due under the CMBS Loan Agreement with the principal amount based on a 35-year amortization schedule and the full principal amount becoming due and payable on the maturity date.

 

The amounts outstanding under the CMBS Loan bear interest at an annual fixed rate equal to 7.755%. Commencing on the earlier of (i) December 6, 2027 and (ii) two years after securitization, with certain exceptions, the CMBS Loan may be defeased in whole or in part (other than with respect to the River East Property (as defined in the CMBS Loan Agreement)), subject to certain conditions as set forth in the CMBS Loan Agreement.

 

The CMBS Loan Agreement contains customary affirmative and negative covenants, agreements, representations, warranties and borrowing conditions, reserve requirements, and events of default. In addition, and pursuant to the terms of the limited recourse guaranty dated December 6, 2024 (the “Guaranty”) in favor of Argentic, Mobile Infra Operating Company, LLC (the “Operating Company”), serves as a non-recourse guarantor with respect to the CMBS Loan. Under the terms of the Guaranty, the Operating Company is required to maintain a net worth (as defined in the Guaranty) in excess of $40.0 million.

 

The foregoing description of the CMBS Loan Agreement and the Guaranty is a summary only and is qualified in its entirety by reference to the full text of the CMBS Loan Agreement and the Guaranty, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

 

The information contained in the disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 8.01Other Events

 

In addition, on December 11, 2024, the Company issued a press release (the “Press Release”), announcing, among other things, the closing of the CMBS Loan Agreement. A copy of the Press Release is furnished hereto as Exhibit 99.1.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number

   Description
     
10.1*   CMBS Loan Agreement, dated December 6, 2024, by and among the Loan Borrowers party thereto and Argentic.
     
10.2   Guaranty, dated December 6, 2024, by the Operating Company and the other parties thereto in favor of Argentic.
     
99.1   Press Release, dated December 11, 2024.
     
104   Cover Page Interactive Data file (embedded within the Inline XBRL document).
     
*   Certain of the exhibits or schedules of this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

 

 

 

 

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.

 

  MOBILE INFRASTRUCTURE CORPORATION
     
Date: December 11, 2024 By: /s/ Stephanie Hogue
  Name: Stephanie Hogue
  Title: President, Treasurer, and Corporate Secretary

 

 

 

 

Exhibit 10.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

 

BORROWERS:

 

1W7 Carpark, LLC,

a Delaware limited liability company

 

By: MIC 2029 7-Pack Holdco, LLC,
  a Delaware limited liability company, as sole member
         
  By: Mobile Infra Operating Company, LLC,
    a Delaware limited liability company, as sole member
         
    By: /s/ Stephanie Hogue  
    Name: Stephanie Hogue  
    Title: President, Treasurer and Secretary  

 

MVP Indianapolis City Park Garage, LLC,

a Delaware limited liability company

 

By: MIC 2029 7-Pack Holdco, LLC,  
  a Delaware limited liability company, as sole member
         
  By: Mobile Infra Operating Company, LLC,
    a Delaware limited liability company, as sole member
         
    By: /s/ Stephanie Hogue  
    Name: Stephanie Hogue  
    Title: President, Treasurer and Secretary  

 

MVP Hawaii Marks Garage, LLC,

a Delaware limited liability company

 

By: MIC 2029 7-Pack Holdco, LLC,
  a Delaware limited liability company, as sole member
         
  By: Mobile Infra Operating Company, LLC,
    a Delaware limited liability company, as sole member
         
    By: /s/ Stephanie Hogue  
    Name: Stephanie Hogue  
    Title: President, Treasurer and Secretary  

 

[Signature Page to Loan Agreement]

 

 

 

 

BORROWERS:

 

Denver 1725 Champa Street Garage, LLC,

a Delaware limited liability company

 

By: MIC 2029 7-Pack Holdco, LLC,
  a Delaware limited liability company, as sole member
         
  By: Mobile Infra Operating Company, LLC,
    a Delaware limited liability company, as sole member
         
    By: /s/ Stephanie Hogue  
    Name: Stephanie Hogue  
    Title: President, Treasurer and Secretary  

 

322 Streeter Holdco, LLC,

a Delaware limited liability company

 

By: MIC 2029 7-Pack Holdco, LLC,
  a Delaware limited liability company, as sole member
         
  By: Mobile Infra Operating Company, LLC,
    a Delaware limited liability company, as sole member
         
    By: /s/ Stephanie Hogue  
    Name: Stephanie Hogue  
    Title: President, Treasurer and Secretary  

 

222 W 7th Holdco, LLC,

a Delaware limited liability company

 

By: MIC 2029 7-Pack Holdco, LLC,
  a Delaware limited liability company, as sole member
         
  By: Mobile Infra Operating Company, LLC,
    a Delaware limited liability company, as sole member
         
    By: /s/ Stephanie Hogue  
    Name: Stephanie Hogue  
    Title: President, Treasurer and Secretary  

 

[Signature Page to Loan Agreement]

 

 

 

 

BORROWERS:

 

222 Sheridan Bricktown Garage, LLC,

a Delaware limited liability company

 

By: MIC 2029 7-Pack Holdco, LLC,
  a Delaware limited liability company, as sole member
         
  By: Mobile Infra Operating Company, LLC,
    a Delaware limited liability company, as sole member
         
    By: /s/ Stephanie Hogue  
    Name: Stephanie Hogue  
    Title: President, Treasurer and Secretary  

 

[signatures continue on following page]

 

[Signature Page to Loan Agreement]

 

 

 

 

  LENDER:
     
  ARGENTIC REAL ESTATE FINANCE 2 LLC,
 
a Delaware limited liability company
     
  By: Argentic Investment Management LLC,
    its Investment Manager
     
  By: /s/ Ryan Supple
  Name: Ryan Supple
  Title: Authorized Signatory

 

[Signature Page to Loan Agreement]

 

 

 

 

Exhibit 10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first above written.

 

  GUARANTOR:
   
  MOBILE INFRA OPERATING COMPANY, LLC, a Delaware limited liability company
   
  By: /s/ Stephanie Hogue
  Name: Stephanie Hogue
  Title: President, Treasurer and Secretary

 

[Signature page to Guaranty of Recourse Obligations]

 

 

 

 

  GUARANTOR:
   
  /s/ Stephanie Hogue
  STEPHANIE L. HOGUE, an individual

 

[Signature page to Guaranty of Recourse Obligations]

 

 

 

 

  GUARANTOR:
   
  /s/ Manuel Chavez
  MANUEL CHAVEZ III, an individual

 

[Signature page to Guaranty of Recourse Obligations]

 

 

 

Exhibit 99.1

 

Mobile Infrastructure Completes $87.5 Million in Refinancings that Strengthen its Financial Position and Increase its Financial Flexibility

 

●Aligned debt with core asset values and extended maturities
●Added to cash on hand and released encumbrances on three parking assets

 

CINCINNATI, OH – December 11, 2024 – Mobile Infrastructure Corporation (NYSE American: BEEP) (“Mobile”, “Mobile Infrastructure” or the “Company”), a leading owner and operator of parking facilities across the United States, today announced the successful completion of $87.5 million in refinancing transactions. The transactions were completed with two separate loans at a weighted average interest rate of 7.690%, with various maturities between 2027 and 2034.

 

With the net proceeds obtained from these refinancings, Mobile repaid a secured loan with KeyBank Capital Markets, which had an outstanding principal balance of $ 48.8 million and an interest rate of 8.19%, and two additional loans secured by parking assets in Chicago, Illinois and Cincinnati, Ohio, with an aggregate principal balance of $31.3 million. Substantially all of Mobile Infrastructure’s 2024 and 2025 debt maturities have now been extended.

 

“The completion of these transactions provides important financial flexibility as we work to advance our long-term growth strategy,” said Stephanie Hogue, President of Mobile Infrastructure Corporation. “We have strengthened our balance sheet by extending our debt maturities and aligning them more closely with the intrinsic value of our key assets, while maintaining our leverage ratio at less than 55% Loan-to-Value. The addition of two new lending partners underscores the attractiveness of our asset portfolio and broadens our financial relationships and access to capital.”

 

The Company also announced that it has successfully completed the buyout of a minority partner in one of its assets at an attractive valuation. “We can now more readily reposition this asset while reinvesting the cash it generates that previously would have been distributed to our partner. We will seek out similar opportunities in the future as we continue to assess and refine our asset portfolio,” Ms. Hogue concluded.

 

The refinancing initiatives include a multi-asset Commercial Mortgage-Backed Securities (CMBS) pool transaction, as well as the refinancing of a single-asset CMBS with a large regional bank. Both represent new relationships with lenders who can provide long-term capital.

 

These refinancing efforts are part of Mobile Infrastructure’s ongoing commitment to optimize its capital structure and deliver value to shareholders. By extending debt maturities and aligning them with the Company’s core asset values, Mobile Infrastructure is better positioned to execute its strategic initiatives and capitalize on future growth opportunities.

 

About Mobile Infrastructure Corporation Mobile Infrastructure Corporation is a Maryland corporation that owns a diversified portfolio of parking assets primarily located in the Midwest and Southwest United States. As of September 30, 2024, the Company owned 41 parking facilities in 20 separate markets throughout the United States, with a total of approximately 15,300   parking spaces and approximately 5.2 million square feet.

 

Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, and projections about the industry and markets in which Mobile Infrastructure operates, management’s beliefs, and assumptions made by management. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company’s ability to implement its business strategy, economic conditions, competitive environment, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this press release, and Mobile Infrastructure undertakes no obligation to update or revise these statements, except as may be required by law.

 

Contact:

 

Mobile Infrastructure Corporation

 

30 West 4th Street Cincinnati, OH 45202

 

Phone: +1 212 509 4000

 

Email: beepir@advisiry.com