tci-202211020000733590false00007335902022-11-022022-11-02
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
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| Date of Report (Date of earliest event reported) | November 2, 2022 |
Transcontinental Realty Investors, Inc.
(Exact name of registrant as specified in its charter)
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| Nevada | | 001-09240 | | 94-6565852 |
(State or other jurisdiction of
Incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification Number) |
| | | | | |
| 1603 LBJ Freeway, | Suite 800 | Dallas | TX | | 75234 |
| (Address of principal executive offices) | | (Zip Code) |
(469) 522-4200
Registrant’s Telephone Number, including area code
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 230.425)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.413e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | TCI | NYSE |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((17 CFR 230.405 of or Rule 12b-2 of the Securities Act of 1934 (17 CFR 230.405):
☐ 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. ☐
Section 8 – Other Events
Item 8.01. Other Events
Transcontinental Realty Investors, Inc. (“Company”) through its wholly-owned subsidiary, Southern Properties Capital, LTD (“SPC”), received a distribution of the full operational and economic control to seven multifamily properties that were held by its joint venture Victory Abode Apartments LLC (“VAA”).
SPC has issues of debentures outstanding and listed on the Tel Aviv Stock Exchange (“TASE”) and is accordingly subject to the rules of the TASE and the Israeli Securities Authority. In satisfaction of those requirements, on November 2, 2022, SPC issued an “immediate report,” a copy of the English version of which is attached as an exhibit to this Report that provides additional information on the completion of the transaction.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is furnished with this Report:
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| Exhibit No. | | Description | |
| | TASE Immediate Report | November 2, 2022 |
_________________________
* Furnished herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | TRANSCONTINENTAL REALTY INVESTORS, INC. |
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| Dated: November 2, 2022 | By: | /s/ ERIK L. JOHNSON |
| | Erik L. Johnson |
| | Executive Vice President and Chief Financial Officer |
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Southern Properties Capital Ltd
November 2, 2022
To To
The Securities Authority The Tel Aviv Stock Exchange LTD
www.isa.gov.il www.tase.co.il
Immediate Report
Further to the Company's immediate report dated September 17, 2022 (the “Referral Report”)1, with regard to the Closing of the sale of forty five (45) of the Victory Abode Apartments LLC properties (out of a total of 52 properties) and the sale of the Sugar Mill III property (which is held directly by the Company) to a third-party (hereinafter: the "Referral Report", "VAA" and the “Sale Transaction”, as applicable), the Company is pleased to advise as follows:
On November 2, 2022, VAA made the second phase of the distribution of the proceeds resulted to VAA from the closing of the Sale Transaction, as part of which approximately $203.9 million was distributed to the Company and the full control and economical rights2 to the seven remaining properties of VAA. As described in the Referral Report, per the Company’s estimation, the transfer of the formal title in those properties will take place no later than six months, and as early as the date upon which the Company obtains HUD approval with regard to the existing mortgage loans.
For further details of the Sale Transaction, it's closing and the first phase of the Distribution, see the previous reports of the Company3 and the Referral Report
For further details of the Sale Transaction, see the previous reports.
It should be emphasized that the Company's estimation of the date to receives HUD approval is forward-looking information as defined in the Securities Law and is based on information available to the Company as of the date of the report, it is clarified that there is no certainty as to the exact date mentioned and that the actual receipt of approval depends on factors beyond the Company’s control.
Sincerely,
Southern Properties Capital Ltd
By Mr. Erik L. Johnson, Director and CFO.
1 Reference no.: 2022-01-095595, the information of which is presented in this report by way of reference
2 Meaning the full control right and the right to receive (100%) of ongoing distributions and distributions from capital events.
3 In section 2.1 of Chapter A-The Board of Directors Report of the Company for the second quarter of 2022 Company, which was published on August 17, 2022, reference number: 2022-01-104878, which is presented in this report by way of reference, and the Immediate Reports of the Company dated June 19, 2022 and August 17, 2022, reference number: 2022-01-061812 and 2022-01-104902, respectively, the information of which is presented in this report by way of reference.the purpose of covering the tax liability on the transaction (subject to any required law and approvals), since the Company is "transparent" for tax purposes and tax liability resulting from the Transaction, this will be imposed on its shareholders. The aforesaid does not derogate from the distribution covenants specified in the Deeds of Trust.