0001532619 false 0001532619 2022-03-31 2022-03-31 0001532619 PW:CommonSharesMember 2022-03-31 2022-03-31 0001532619 PW:Sec7.75SeriesCumulativeRedeemablePerpetualPreferredStockLiquidationPreference25PerShareMember 2022-03-31 2022-03-31 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): March 31, 2022

 

POWER REIT

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction of incorporation)

 

001-36312

(Commission File Number)

 

45-3116572

(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 April 1, 2022, Power REIT (“Power REIT” or the “Trust”), announces that it entered into a 10-year triple-net lease (the “Lease”) with a wholly owned subsidiary of Millennium Sustainable Ventures Corp. (the “Tenant”) through a wholly owned subsidiary of the Trust (“PropCo”), in connection with the acquisition of an 88-acre property located in O’Neill, Nebraska (the “Property”). The Lease provides that the Tenant is responsible for paying all expenses related to the Property, including maintenance expenses, insurance, and taxes.

 

As part of the Lease, Power REIT agreed to fund approximately $534,000 of property improvements.

 

The Lease is structured whereby after an initial deferred rent period, provides straight-line annual rent of approximately $1.0 million, representing an unleveraged Core FFO yield of approximately 11% on the invested capital.

 

The foregoing descriptions of the lease 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 2.01 Completion of Acquisition or Disposition of Assets.

 

On March 31, 2022, the Trust, through PropCo, announced the completion of the acquisition of a property with a total of approximately 88 acres located in O’Neil, Nebraska for $9,350,000.

 

Item 7.01 Regulation FD Disclosure.

 

On April 1, 2022, the Trust issued a press release regarding entering into an agreement for an acquisition of a 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.

 

(d) Exhibits.

 

Exhibit   Description of Exhibit
     
10.1   Lease Agreement with Millennium Produce of Nebraska LLC
     
10.2   Real Estate Purchase Agreement with O’Neill Ventures, Inc.
     
99.1   Power REIT Press Release issued on April 1, 2022
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document) 

 

Forward-Looking Statements

 

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.

 

 

 

 

SIGNATURE

 

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.

 

  POWER REIT
   
Date: April 1, 2022 By /s/ David H. Lesser
   

David H. Lesser

Chairman of the Board, Chief Executive Officer & Chief Financial Officer

 

 

 

 

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