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): April 6, 2018
 

Voltari Corporation
(Exact name of registrant as specified in its charter)
 

Delaware
 
000-55419
 
90-0933943
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
767 Fifth Avenue, Suite 4700
New York, NY 10153
 
(Address of Principal Executive Offices, including Zip Code)
 
(212) 388-5500
(Registrant’s Telephone Number, including Area Code)
 
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 April 6, 2018, Voltari Corporation (the “Company”), through its wholly owned subsidiary, Voltari Real Estate Holding LLC, a Delaware limited liability company (the “Purchaser”), entered into an amendment (the “Third Amendment”) to that certain purchase and sale agreement, dated as of January 19, 2018, as amended, by and between the Purchaser and The State Media Company, a South Carolina corporation (the “Purchase Agreement”). The Third Amendment reduces the purchase price from $17,000,000 to $16,625,000 and makes certain changes to the form of triple net lease to be entered into at the Closing (as defined in the Purchase Agreement).
 
The foregoing description of the Third Amendment is not complete and is qualified in its entirety by reference to the Third Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)
Exhibits.
 
  
Third Amendment to Purchase and Sale Agreement, dated as of April 6, 2018, by and between The State Media Company and Voltari Real Estate Holding LLC.
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
 
 
 
 
 
VOLTARI CORPORATION
 
 
 
 
 
Date: April 9, 2018
 
 
 
By:
 
  /s/ Kenneth Goldmann
 
 
 
 
 
 
 Kenneth Goldmann
 Principal Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 10.1
 
THIRD AMENDMENT TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT
 
This Third Amendment to Real Property Purchase and Sale Agreement (the “ Third Amendment ”) is made and entered into as of the 6th day of April, 2018, by and between The State Media Company, a South Carolina corporation (“ Seller ”), and Voltari Real Estate Holding LLC, a Delaware limited liability company (“ Buyer ”).
 
RECITALS
 
 
A.             Seller and Buyer entered into a Real Property Purchase and Sale Agreement, dated as of January 19, 2018, as amended by that First Amendment to Real Property Purchase and Sale Agreement, dated as of February 26, 2018, and as further amended by that Second Amendment to Real Property Purchase and Sale Agreement, dated as of March 29, 2018 (as amended, the “ Purchase Agreement ”).
 
B.             Seller and Buyer desire to amend the Purchase Agreement to (i) adjust the Purchase Price (as defined therein) and (ii) amend the Purchase Agreement in certain other respects, all as more fully set forth herein.
 
NOW, THEREFORE , in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
 
1.             Recitals . The foregoing recitals are true and correct and are incorporated herein by this reference.
 
2.             Purchase Price . Section 2.1 of the Purchase Agreement is hereby deleted in its entirety and the following is substituted in place thereof:
 
“ 2.1         Amount . The total purchase price for the Property shall be Sixteen Million Six Hundred Twenty Five Thousand Dollars ($16,625,000.00) (the “ Purchase Price ”).”
 
 
3.             Exhibit B . Exhibit B attached to the Purchase Agreement is hereby deleted in its entirety and replaced with the revised Exhibit B attached hereto.
 
 
4.             Miscellaneous.
 
A.   Each of Seller and Buyer represents and warrants to the other that it has not transferred or assigned its interests in, to and under the Purchase Agreement and has full power and authority to enter into this Third Amendment and that the Purchase Agreement, as amended by this Third Amendment, shall be binding on Seller and Buyer, respectively.
 
 
 
 
B.   Terms not specifically defined within this Third Amendment shall have the meaning set forth in the Purchase Agreement.
 
C.   Except as herein specifically modified and amended, the Purchase Agreement shall remain in full force and effect. From and after the date hereof, the term "this Agreement" shall be deemed to refer to the Purchase Agreement, as amended by this Third Amendment. If and to the extent that any of the provisions of this Third Amendment conflict or are otherwise inconsistent with any provisions of the Purchase Agreement, the provisions of this Third Amendment shall prevail.
 
D.   This Third Amendment shall be governed in all respects by the laws of the State of South Carolina without regard to principles of conflict of law.
 
E.   This Third Amendment may be executed in counterparts, and electronic transmittal of the executed Third Amendment by each party shall be sufficient to create a valid and binding agreement.
 
F.   This Third Amendment shall be binding upon the parties hereto and their respective heirs, successors and assigns.
 
 
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IN WITNESS WHEREOF , Seller and Buyer have executed this Third Amendment on the date first above written.
 
SELLER :
 
THE STATE MEDIA COMPANY ,
a South Carolina corporation
 
 
 
By: /s/ R. Elaine Lintecum
Name: R. Elaine Lintecum
Its: Vice President, Asst. Secretary & Treasurer
 
 
BUYER :
 
VOLTARI REAL ESTATE HOLDING LLC ,
a Delaware limited liability company
 
 
 
By: /s/ Peter Kaouris
Name: Peter Kaouris
Its: Chief Accounting Officer
 
 
 
 
 
 
 
 
 
 
 
 
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