Medalist Diversified Enters JV, Reinstates Purchase; Sells Brookfield

What Happened
Medalist Diversified, Inc. (MDRR) filed an 8‑K on September 8, 2026 announcing three material actions: it entered a joint venture (Mira JV) through its subsidiary MDI Mira Sav, LLC and committed $4.0 million for an approximately 42% preferred equity interest; it reinstated and amended a prior Purchase and Sale Agreement to acquire a property in Aubrey, Texas; and it closed the previously announced sale of the Brookfield retail property in Greenville, SC for $10,100,000 on September 1, 2026.

Key Details

• Medalist committed $4.0 million for ~42% preferred equity in the Mira JV (Mira Sav Partners, LLC), managed by Spandrel Development Partners, LLC. Spandrel holds 37% common equity; CEO Frank Kavanaugh and director Emanuel Neuman each hold 11% common. Kavanaugh and Neuman recused from the board vote approving the JV.
• Preferred return terms: 6% on invested preferred equity paid at least quarterly, plus an additional accrued 9% payable on exit. Company has approval rights over major decisions; Spandrel has day‑to‑day management but can be removed if certain material adverse events occur.
• Medalist’s operating partnership agreed to provide a limited guaranty tied to an approximately $13.5 million construction loan for the Mira JV; loan closing expected within ~30 days of the filing.
• Reinstatement/Amendment to prior Purchase & Sale Agreement (Aubrey, TX): sale price reduced from $5,494,444 to $5,404,864; inspection period extended to seven days; earnest money previously deposited will be retained by the seller.
• Brookfield disposition: closed Sept 1, 2026 for $10,100,000; $4,342,261 of proceeds were used to defease and retire the mortgage on that property.

Why It Matters
The JV is a meaningful preferred‑equity investment that provides Medalist with scheduled preferred returns and significant approval rights, while leaving day‑to‑day control with Spandrel and creating a near‑term contingent obligation via the operating partnership’s limited guaranty on a $13.5M construction loan. The Brookfield sale generated liquidity and reduced secured debt by over $4.3M. The reinstated Aubrey purchase (slightly reduced price) shows the company proceeding with an earlier acquisition, though the earnest deposit will not be returned. Together, these moves reshape Medalist’s asset mix and near‑term cash flows—investors should note the added guaranty exposure and the expected preferred return from the Mira JV.