Additional Proxy Soliciting Materials (definitive) (defa14a)

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):    January 15, 2015      

 

 

Roberts Realty Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Georgia

(State or Other Jurisdiction of Incorporation)

 

001-13183	58-2122873
(Commission File Number)	(IRS Employer Identification No.)

 

 

375 Northridge Road, Suite 330
Atlanta, Georgia	30350
(Address of Principal Executive Offices)	(Zip Code)

 

[phone]

(Registrant’s Telephone Number, Including Area Code)

 

 

 

(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:

 

	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01      Entry into a Material Definitive Agreement.

 

Roberts Realty Investors, Inc. (the “Company”) conducts business through Roberts Properties Residential, L.P., its operating partnership. On January 15, 2015, the operating partnership renewed and paid down its $5,500,000 North Springs land loan with North Springs Financial, LLC by $550,000, which reduced the outstanding principal balance of the loan to $4,950,000. The Company expects to repay the remaining principal balance of the loan at the closing contemplated in the stock purchase agreement dated November 19, 2014 among the Company, the operating partnership and A-III Investment Partners LLC (“A-III”), a joint venture between affiliates of Avenue Capital Group and C-III Capital Partners LLC, which is controlled by Island Capital Group LLC. As previously announced, the Company’s board of directors has unanimously approved the stock purchase agreement and related matters, which will be voted on at a special meeting of the Company’s shareholders to be held on January 22, 2015.

 

The maturity date of the $4,950,000 loan was extended to April 17, 2015, and the loan continues to require monthly interest only payments at an interest rate of 13% per annum. Upon the renewal, we paid a 1.0% extension fee and increased the interest reserve by $160,875 to fund the monthly interest only payments during the extension term. The loan is secured by our North Springs rail station property. The loan documents contain customary representations, covenants, and default provisions, and the loan continues to be guaranteed by both the Company and the operating partnership. Upon repayment of the loan, we will pay the lender a 1% repayment fee and receive the return of the unused portion of the interest reserve.

 

The above description of the material terms of the North Springs loan is qualified in its entirety by reference to the full text of the First Modification Agreement of Note and Security Deed, which is attached as Exhibit 10.1 to this report and is incorporated into this Item 1.01 by this reference.

 

Forward Looking Statements

 

This current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Some of the forward-looking statements relate to our intent, belief, or expectations regarding, the closing of the stock purchase agreement, the timing of such closing, and the repayment of the loan described above at such closing. These statements involve risks and uncertainties that include: whether the satisfaction of the conditions to closing will occur, including obtaining the requisite approval of our shareholders; and the timing of the closing of the transaction. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. For more information about other risks and uncertainties we face, please see the sections entitled “Risk Factors” in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and our definitive proxy statement filed with the SEC on December 23, 2014 for the special meeting of shareholders to be held on January 22, 2015.

 

2

Additional Information and Where to Find It

 

This communication may be deemed to be solicitation material in respect of the approval of the proposed issuance of securities to A-III by the Company and related matters, and the proposed amendment to the Company’s articles of incorporation. The Company has filed a definitive proxy statement with the SEC and mailed the definitive proxy statement to its shareholders. Shareholders of the Company are strongly advised to read all relevant documents filed with the SEC, including the Company’s definitive proxy statement because these documents contain important information about the proposed transaction. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, the Company will also provide copies of these documents for free to investors who direct their requests to Roberts Realty Investors, Inc., c/o Secretary, 375 Northridge Road, Suite 330, Atlanta, Georgia 30350.

 

Participants in Solicitation

 

The Company, its directors and its executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company’s common stock in respect of the proposals. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 6, 2014. Investors may obtain additional information regarding the interest of certain of those participants by reading the definitive proxy statement filed with the SEC on December 23, 2014.

 

Item 9.01      Financial Statements and Exhibits.

 

(d)      Exhibits

 

Exhibit No.	Exhibit
10.1	First Modification Agreement of Note and Security Deed dated January 15, 2015 by and between Roberts Properties Residential, L.P. and North Springs Financial, LLC (North Springs).

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

 

 

	ROBERTS REALTY INVESTORS, INC.
Dated:  January 20, 2015	By:	/s/ Anthony W. Shurtz
		Anthony W. Shurtz
		Chief Financial Officer

 

3

Exhibit 10.1

 

 

RECORD AND RETURN TO:	CROSS-REFERENCE:
Neil S. Morrisroe, Esq.	Deed Book 52964, Page 394,
McLain & Merritt, P.C.	Fulton County Records
3445 Peachtree Road, N.E., Suite 500
Atlanta, GA 30326
13CM044

 

STATE OF GEORGIA

COUNTY OF FULTON

 

FIRST MODIFICATION AGREEMENT OF NOTE AND
SECURITY DEED

THIS FIRST MODIFICATION AGREEMENT is entered into as of this 15^th day of January, 2015, by and between Roberts Properties Residential, L.P., a Georgia limited partnership (hereinafter referred to as “Borrower”) and North Springs Financial, LLC, a Georgia limited liability company (hereinafter referred to as “Lender”).

W I T N E S S E T H:

WHEREAS, Borrower executed and delivered to Lender a Promissory Note in the original principal amount of Five Million Five Hundred Thousand and 00/100 Dollars ($5,500,000.00), dated July 18, 2013 (the “Note”); and

WHEREAS, the Note is secured by a Deed to Secure Debt and Security Agreement from Borrower to Lender, dated July 18, 2013, which is recorded in Deed Book 52964, Page 394, Fulton County, Georgia, records (the “Security Deed”); and

WHEREAS, pursuant to the Note, the Borrower previously exercised its options to extend the maturity date of the Note to January 17, 2015; and

WHEREAS, Borrower has requested and Lender has agreed to modify the Note and Security Deed in certain respects, including the decrease in the principal amount of the loan and the modification of the maturity date of the Note and Security Deed to April 17, 2015;

NOW, THEREFORE, for and in consideration of these presents, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower covenant and agree as follows:

1.      The Note is hereby modified as follows:

(a)

The maturity date of January 17, 2015 is hereby deleted, and the modified maturity date of April 17, 2015 is hereby substituted in lieu thereof; and

(b)

The principal amount of the loan evidenced by the Note is hereby decreased from $5,500,000.00 to $4,950,000.00.

2.      The Security Deed is hereby modified as follows:

(a)

The maturity date of July 17, 2014, set forth on page one of the Security Deed is hereby deleted, and the modified maturity date of April 17, 2015, is hereby substituted in lieu thereof; and

(b)

The principal amount of the Note secured by the Security Deed is decreased from $5,500,000.00 to $4,950,000.00.

3.      Borrower hereby warrants that (i) Borrower is the owner in fee simple of the real property described in the Security Deed (the “Property”) (ii) the 2014 ad valorem property taxes have been paid in full, (iii) there are no loans, deeds or liens of any nature whatsoever unsatisfied against the Property except the Note and Security Deed; and (iv) Borrower makes these warranties to induce Lender to enter into this First Modification Agreement.

4.      Except as expressly modified and amended herein, the Note and Security Deed shall remain in full force and effect. Borrower and Guarantor hereby ratify, confirm and approve the Note and Security Deed as modified herein, agree that the Security Deed shall secure the payment of the Note and other indebtedness as described therein, and agree that the same shall constitute valid and binding obligations of Borrower, enforceable by Lender in accordance with their terms. It is the intention of the parties hereto that this instrument shall not constitute a novation and shall in no way adversely affect or impair the lien priority of the Security Deed.

5.      This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Georgia.

6.      This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective, legal representatives, successors and assigns.

7.      This instrument may be executed in separate counterparts, and each such counterpart shall be deemed to be an original instrument.

2

IN WITNESS WHEREOF, Lender and Borrower have signed, sealed and delivered this agreement, effective as of the day and year first above written.

 

Signed, sealed and delivered in the
presence of:		BORROWER:
		ROBERTS Properties Residential, L.P.,
/s/ Anthony Shurtz		a Georgia limited partnership
Unofficial Witness
		By: Roberts Realty Investors, Inc.,
		a Georgia corporation, its sole General Partner
/s/ Sarah Roberts
Notary Public		By:	/s/ Charles S. Roberts
My Commission Expires:			Charles S. Roberts, President
[Notary Seal]			[Corporate Seal]

 

Sarah Roberts

Fulton County, GA

Expires: July 28, 2018

 

 

 

 

 

Signed, sealed and delivered in the
presence of:		LENDER:
		North Springs Financial, LLC
/s/ Taylor Pike		a Georgia limited liability company
Unofficial Witness
		By: the ardent companies, LLC a Georgia limited liability company, its Managing Member
/s/ Michelle Fowler		By:	/s/ Dror Bezalel
Notary Public			Dror Bezalel, Manager
My Commission Expires:
[Notary Seal]

 

Michelle Fowler

Barrow County, GA

Expires: February 28, 2017

 

3

CONSENT OF GUARANTOR

 

The undersigned Guarantor hereby consents to the foregoing First Modification Agreement, and agrees that that certain Unconditional Guaranty of Payment and Performance dated July 18, 2013, executed by the undersigned, shall remain in full force and effect.

 

This 15th day of January, 2015.

 

	Guarantor
	Roberts Realty Investors, Inc.,
	a Georgia corporation
	By:	/s/ Charles S. Roberts
		Charles S. Roberts, President
		[Corporate Seal]

 

4