Item 1.01 Entry into Definitive Material Agreement.
On April 27, 2022, the Company executed a Purchase and Sale Agreement (the
"Agreement") with Sandpiper Resort Properties, Inc. and Holiday Village of
Sandpiper, Inc., for the sale of its property in Port Saint Lucie, Florida (the
"Property") that includes approximately 216 acres and approximately 3,000 feet
of waterfront property. The Property being sold in the Agreement is the Property
on which the Company's facilities are currently located and where the Company
currently operates.
The purchase price for the Property is $55,000,000, with an initial deposit of
$500,000 due within five business days of the execution of the Agreement. This
deposit was delivered by the Company on May 2, 2022. The Company has until May
31, 2022 to complete its due diligence on the Property, until which time it can
terminate the Agreement or elect to proceed to a closing. If the Company elects
to proceed to a closing, an additional nonrefundable deposit of $500,000 is due
within five days following the expiration of the due diligence period.
The Closing Date of the purchase of the Property shall occur no later than June
30, 2022, or at such earlier time as the parties agree. The Company may assign
the Agreement to an affiliate of the Company no later than five days prior to
the Closing Date, as long as the Company is not released of its obligations
under the Agreement and the Company is responsible for any associated costs.
Item 9.01 Financial Statements and Exhibits.
10.1 Purchase and Sale Agreement executed on April 27, 2022 and dated April 25,
2022*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished
supplementally to the Securities and Exchange Commission upon request; provided,
however that the Company may request confidential treatment pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended, for any Attachment or
Exhibit so furnished.
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