Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 4, 2021, a wholly owned subsidiary (“Spotswood Merger Sub”) of Broad Street Realty, Inc. (the “Company”) merged with and into BSV Spotswood Investors LLC (“BSV Spotswood”) with BSV Spotswood surviving as a subsidiary of the Company (the “Spotswood Merger”). The Spotswood Merger was completed pursuant to the previously announced agreement and plan of merger, dated as of May 28, 2019 (as amended, the “Spotswood Merger Agreement”), by and among the Company, Broad Street Operating Partnership, LP (the “Operating Partnership”), Spotswood Merger Sub and BSV Spotswood. Pursuant to the Spotswood Merger Agreement, the Company issued an aggregate of 2,489,497 shares of its common stock and paid an aggregate of $0.2 million in cash to the prior investors in BSV Spotswood as consideration in the Spotswood Merger.
As a result of the Spotswood Merger, the Company acquired Spotswood Valley Square Shopping Center, a retail shopping center located in Harrisonburg, Virginia with approximately 190,650 square feet of gross leasable area. Following the closing of the Spotswood Merger, the Company contributed its interests in BSV Spotswood to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership.
In connection with the closing of the Spotswood Merger, the Company assumed $12.4 million of mortgage indebtedness secured by the Spotswood Valley Square Shopping Center, which bears interest at 4.8235% per annum and matures on July 6, 2023.
As consideration in the Spotswood Merger as a result of their interests in BSV Spotswood, (i) Michael Z. Jacoby, the Company’s chief executive officer and chairman of its board of directors, received 216,458 shares of the Company’s common stock, (ii) Thomas M. Yockey, a director of the Company, received 216,458 shares of the Company’s common stock, (iii) Daniel J.W. Neal, a director of the Company, indirectly received 9,879 shares of the Company’s common stock, (iv) Samuel M. Spiritos, a director of the Company, indirectly received 13,827 shares of the Company’s common stock and (v) Alexander Topchy, the Company’s chief financial officer, received 23,528 shares of the Company’s common stock. The consideration in the Spotswood Merger was negotiated between BSV Spotswood and the prior management team and board of directors of the Company prior to entering into the Spotswood Merger Agreement on May 28, 2019.
As previously disclosed in the Company’s Current Report on Form 8-K filed on May 27, 2021, the Company previously closed the mergers pursuant to which it acquired the Highlandtown Village Shopping Center and Cromwell Field Shopping Center on May 21, 2021 and May 26, 2021, respectively, which were under common management as the Spotswood Valley Square Shopping Center prior to their respective mergers.