Current Report Filing (8-k)
October 08 2021 - 4:35PM
Edgar (US Regulatory)
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0001387061
2021-10-06
2021-10-06
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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):
October 6, 2021
Lightstone Value Plus REIT V, Inc.
(Exact Name of Registrant as Specified
in Charter)
Maryland
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000-53650
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20-8198863
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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1985 Cedar Bridge Avenue, Suite 1,
Lakewood, New Jersey 08701
(Address of principal executive offices)
(Zip Code)
(732) 367-0129
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act: None.
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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Citadel Apartments located in Houston, Texas
On October 6, 2021, Lightstone Value Plus REIT
V, Inc. (the “Company”), through LVP BH Citadel LLC (“LVP
BH Citadel”), a subsidiary of Lightstone REIT V OP LP, the Company’s operating partnership, entered into an Assignment
and Assumption of Purchase and Sale Agreement (the “Assignment”) with Lightstone Acquisitions VI LLC (the “Assignor”),
an affiliate of the Lightstone Group, LLC, which serves as the Company’s external advisor through an affiliate (collectively, the
“Advisor”). Under the terms of the Assignment, LVP BH Citadel was
assigned the rights and assumed the obligations of the Assignor with respect to a certain Purchase and Sale Agreement (the “Purchase
Agreement”), dated July 16, 2021, as amended, made between the Assignor, as the purchaser, and AHC Citadel, LLC (the “Seller”)
as the seller, whereby the Assignor contracted to purchase a 293-unit multifamily property located in Houston, Texas (the “Citadel
Apartments”).
See Item 2.01 “Completion of Acquisition or Disposition of Assets”
for additional information.
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On October 6, 2021, the Company, through LVP BH
Citadel, completed the acquisition of the Citadel Apartments from the Seller, an unrelated third party, for approximately
$66.0 million, excluding closing and other acquisition related costs.
In connection with the acquisition of the Citadel
Apartments, the Company simultaneously entered into a $49.0 million mortgage loan (the “Citadel Mortgage”) scheduled to mature
on October 11, 2024, with two, one-year extension options, subject to certain conditions. The Citadel Mortgage requires monthly
interest payments through its maturity date and bears interest at LIBOR+2.95% subject to a 3.05% floor through its maturity. The
Citadel Mortgage is collateralized by the Citadel Apartments and is non-recourse to the Company. In connection with the acquisition of
the Citadel Apartments, the Company received aggregate proceeds of $38.0 million under the Citadel Mortgage and paid approximately
$28.0 million of cash. As a result, the Citadel Mortgage had a remaining availability of $11.0 million.
In connection with the acquisition, the Advisor
received an aggregate of approximately $1.6 million in acquisition fees, acquisition expense reimbursements and debt financing fees.
The capitalization rate for the acquisition of the Citadel Apartments
was approximately 3.63%. The Company calculates the capitalization rate for a real property by dividing the net operating income (“NOI”)
of the property by the purchase price of the property, excluding costs. For purposes of this calculation, NOI was based upon the twelve
months ended March 31, 2021. Additionally, NOI is all gross revenues from the property less all operating expenses, including property
taxes and management fees but excluding depreciation.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The discussion contained with respect to the Loan in "Item 2.01
Completion of Acquisition or Disposition of Assets" of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 9.01
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Financial Statements and Exhibits.
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(a) and (b) Financial Statements and Pro Forma Financial Information.
The financial statements required by this item
are not being filed herewith. To the extent financial statements are required by this item, such financial statements will
be filed with the Securities and Exchange Commission by amendment to this Form 8-K no later than 71 days after the date on which this
Form 8-K is required to be filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LIGHTSTONE VALUE PLUS REIT V, INC.
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Date: October 8, 2021
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By:
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/s/ Seth Molod
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Seth Molod
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Chief Financial Officer and Treasurer
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