Item 1.01. Entry into a Material Definitive Agreement.
On October 26, 2021, Stratus Block 21, L.L.C., a Delaware limited liability
company (Stratus Block 21), a wholly owned, indirect subsidiary of Stratus
Properties Inc. (Stratus) entered into an Agreement of Sale and Purchase (the
Purchase Agreement) with Ryman Hospitality Properties, Inc., a Delaware
corporation (Purchaser), pursuant to which Stratus Block 21 agreed to sell to
Purchaser the real and personal property associated with Block 21, subject to
limited exclusions and subject to the terms and conditions specified in the
Purchase Agreement.
Contemporaneously with the execution of the Purchase Agreement, Stratus Block 21
Investments, L.P., a Texas limited partnership (Block 21 Investments), another
wholly owned, indirect subsidiary of Stratus, entered into a Membership Interest
Purchase Agreement with Purchaser (the Membership Interest Purchase Agreement,
and together with the Purchase Agreement, the Agreements), pursuant to which
Block 21 Investments will transfer all of the membership interests in its wholly
owned subsidiary Block 21 Service Company LLC (Block 21 Service) to Purchaser.
Block 21 Service owns and operates the music, entertainment and private event
businesses currently known as Austin City Limits Live at the Moody Theater (ACL
Live) and 3TEN ACL Live, and is party to lease agreements with Stratus Block 21,
as landlord, and Block 21 Service, as tenant.
Block 21 is Stratus' wholly owned mixed-use real estate development and
entertainment business in downtown Austin, Texas that contains the 251-room W
Austin Hotel and is home to ACL Live, a 2,750-seat live music and entertainment
venue and production studio that serves as the location for the filming of
Austin City Limits, the longest running music series in American television
history. Block 21 also includes Class A office space, retail space and the 3TEN
ACL Live entertainment venue and business, which has a capacity of approximately
350 people.
The purchase price under the Agreements is, in the aggregate, $260 million,
subject to downward adjustments up to $5 million (the Total Purchase Price) and
will be payable by the assumption of the Goldman Loan (defined below), for which
Purchaser will receive a credit against the Total Purchase Price in an amount
equal to the unpaid balance of the Goldman Loan as of the closing plus accrued
but unpaid interest, with the remainder to be paid in cash or other readily
available funds. As of September 30, 2021, the principal balance of the Goldman
Loan was approximately $138 million.
On or about January 5, 2016, Stratus Block 21 entered into an approximately
10-year loan (the Goldman Loan), secured by the Block 21 property, in the
original principal amount of $150 million, with Goldman Sachs Mortgage Company
(Goldman) as lender, which is supported by a Guaranty dated January 5, 2016 (the
Guaranty) executed by Stratus. The closing of the transactions contemplated by
the Agreements is subject to, among other things, Purchaser obtaining approval
of its assumption of the Goldman Loan and providing for the release of Stratus
Block 21 as borrower under the Goldman Loan and the release of Stratus as
guarantor under the Guaranty.
The transaction is targeted to close near the end of fourth-quarter 2021,
subject to the timely satisfaction or waiver of a number of specified closing
conditions, including the consent of the loan servicer for the Goldman Loan to
Purchaser's assumption of the Goldman Loan, the consent of the hotel operator,
an affiliate of Marriott, to Purchaser's assumption of the hotel operating
agreement, the absence of a material adverse effect with respect to the results
of operations or condition of Block 21 and other customary closing conditions.
The Agreements will terminate if all conditions to closing are not satisfied or
waived by the parties. Purchaser will deposit $5 million in earnest money to
secure its performance under the agreements governing the sales. The closing of
the Agreements will occur contemporaneously and the closing under each of the
Agreements is a condition to the closing under the other agreement. In order to
secure Stratus Block 21's and Block 21 Investments' responsibilities for the
accuracy of certain representations and warranties in the agreements governing
the sales, $6.875 million of the Total Purchase Price will be held in escrow for
12 months after the closing, subject to a longer retention period with respect
to any required reserve for pending claims.
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The foregoing description of the Agreements and the transactions contemplated
thereby is not intended to be complete and is qualified in its entirety by
reference to the Agreements, copies of which will be filed as exhibits to
Stratus' Annual Report on Form 10-K for the year ended December 31, 2021, or in
an earlier filing. The Agreements contain representations and warranties of the
parties, which have been made for the benefit of the other party and should not
be relied upon by any other person. Such representations and warranties (i) have
been qualified by schedules and exhibits, (ii) are subject to materiality
standards that may differ from what may be viewed as material by investors,
(iii) are made as of specified dates, and (iv) may have been used for the
purpose of allocating risk among the parties rather than establishing matters of
fact. Accordingly, the representations and warranties should not be relied upon
as characterizations of the actual state of facts.
Item 8.01. Other Events.
On October 26, 2021, Stratus issued a press release, titled "Stratus Properties
Inc. Announces Agreement to Sell Block 21 for $260 Million to Ryman Hospitality
Properties, Inc." A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference into this Item 8.01.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements in which Stratus discusses
factors it believes may affect its future performance. Forward-looking
statements are all statements other than statements of historical fact,
including Stratus' statements regarding whether and when the sale of Block 21
will be completed. The words "anticipates," "may," "can," "could," "plans,"
"believes," "potential," "possible," "estimates," "expects," "projects,"
"targets," "intends," "likely," "will," "should," "to be" and any similar
expressions are intended to identify those assertions as forward-looking
statements. Stratus cautions readers that forward-looking statements are not
guarantees of future performance, and its actual results may differ materially
from those anticipated, expected, projected or assumed in the forward-looking
statements. Important factors that can cause Stratus' actual results to differ
materially from those anticipated in the forward-looking statements include, but
are not limited to, the occurrence of any event, change or other circumstance
that could delay the closing of the sale of Block 21 or result in the
termination of the agreements to sell Block 21, Stratus' ability to continue to
effectively develop and execute its strategies, including its ability to
develop, finance, construct and sell properties on its anticipated schedule and
at prices its Board considers acceptable, changes in the demand for real estate
in select markets in Texas where Stratus operates, changes in economic, market
and business conditions, the results of Stratus' Board's evaluation of a
potential conversion of Stratus to a REIT, the uncertain and ongoing impact of
the COVID-19 pandemic, and other factors described in more detail under the
heading "Risk Factors" in Stratus' Annual Report on Form 10-K for the year ended
December 31, 2020, filed with the U.S. Securities and Exchange Commission.
Investors are cautioned that many of the assumptions upon which Stratus'
forward-looking statements are based are likely to change after the date the
forward-looking statements are made. Further, Stratus may make changes to its
business plans that could affect its results. Stratus cautions investors that it
undertakes no obligation to update any forward-looking statements, which speak
only as of the date made, notwithstanding any changes in its assumptions,
business plans, actual experience, or other changes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Exhibit Title
99.1 Press release dated October 26, 2021, titled "Stratus Properties Inc.
Announces Agreement to Sell Block 21 for $260 Million to Ryman
Hospitality Properties, Inc."
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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