Medalist Diversified: joins JV with $4,000,000 and guaranties $13,800,000

What happened

• Medalist Diversified, through its wholly owned subsidiary MDI Mira Sav, LLC, filed an 8-K reporting that it entered into a joint venture, MIRA Sav Partners, LLC (the “Mira JV”), with Spandrel Development Partners, LLC and certain other investors, including Frank Kavanaugh and Emanuel Neuman. The company committed to contribute $4,000,000 to the Mira JV for an approximately 42% preferred equity interest.
• On Oct 9, 2026, Mira JV, through a wholly owned subsidiary, MIRA Sav Property, LLC (the “Borrower”), entered into a Loan and Security Agreement with GLP 2505 LLC (the “Lender”). Medalist Diversified Holdings, LP, the company’s operating partnership (the “Operating Partnership”), entered into a Non-Recourse Guaranty, a Completion Guaranty, and an Environmental Indemnity in connection with the Loan Agreement.

Key details

• Loan maximum principal: $13,800,000; initial funding at closing: $5,050,000; construction reserve: $8,750,000.
• Interest rate: variable equal to the greater of 11.5% or the Wall Street Journal Prime Rate plus 4.75%, with a floor of 11.5%; minimum aggregate interest during the initial term: $940,000.
• Maturity: Oct 9, 2027, with borrower option to extend up to three additional periods subject to conditions; prepayment in whole permitted with at least 30 days’ notice but borrower obligated to minimum interest as described.
• Security: first-priority mortgage on the property, assignment of contracts/licenses/permits/warranties, pledge of Borrower membership interests, and security interest in Borrower’s personal property.
• Mira JV ownership: company holds approximately 42% preferred equity; Spandrel holds 37% common; Frank Kavanaugh holds 11% common; Emanuel Neuman holds 11% common.
• The Operating Partnership and Spandrel Sponsors Fund II, LP act as co-guarantors; the parties also entered a Contribution Agreement allocating losses and reimbursement mechanics between guarantors.

Why it may matter

• Reported items: Item 1.01 (entry into a material definitive agreement) and Item 2.03 (creation of a direct financial obligation or an obligation under an off-balance sheet arrangement). These cover the company’s joint venture investment and the guaranties and indemnities the operating partnership provided in support of the $13,800,000 construction loan. The filing does not show why the insider traded or why the company acted.