Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on a Form 8-K filed with the
Purchase and Sale Agreement, with the first closing (which includes the land and related buildings subject to the lease back) expected to occur inSeptember 2020 for$48.6 million , and the second closing expected to occur inDecember 2020 for$37.4 million (which includes transportation impact fee credits). Each closing is subject to successful completion of due diligence and standard closing conditions. • Requires O'Connor to pay an aggregate deposit of$1.5 million in advance of each of the first and second closings, with events under which the second deposit would become refundable;
• Requires soil remediation efforts as a condition to closing; and
• Extends the due diligence inspection periods toAugust 31, 2020 with respect to the first closing, andNovember 15, 2020 with respect to the second closing. The Company can make no assurances that the transactions will close, that they will close inSeptember 2020 andDecember 2020 , or that they will close at the prices disclosed above. The foregoing summary of the Purchase and Sale Agreement and amendments is qualified in its entirety by reference to the Purchase and Sale Agreement and amendments attached hereto as Exhibits 10.1 through 10.4, respectively, each of which are incorporated herein by reference. Forward-Looking Statements
This report contains certain statements that are, or may be deemed to
be, "forward-looking statements." Words such as "expected," "anticipates,"
"will," "may," "could," "can," and similar words are forward-looking statements
and not historical facts. Actual outcomes and results may differ materially
from those expressed in, or implied by, such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict. These risks and
uncertainties include, but are not limited to, the following: the effects of
natural disasters and epidemic or pandemic disease outbreaks, including the
COVID-19 outbreak; general economic and political conditions in
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Contract for Sale and Purchase of Real Property, dated as ofMay 26, 2020 , by and among the Sellers and O'Connor * 10.2 First Amendment to Contract for Sale and Purchase of Real Property, dated as ofJune 10, 2020 , by and among the Sellers and O'Connor 10.3 Second Amendment to Contract for Sale and Purchase of Real Property, dated as ofJuly 15, 2020 , by and among the Sellers and O'Connor 10.4 Third Amendment to Contract for Sale and Purchase of Real Property, dated as ofJuly 22, 2020 , by and among the Sellers and O'Connor 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain portions of the exhibit have been omitted pursuant to Regulation S-K Item 601(b) because they are both (i) not material to investors and (ii) likely to cause competitive harm to the Company if publicly disclosed.
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