Brixton Capital and The Shidler Group make an offer to acquire Transcontinental Realty Investors
SAN DIEGO, CA / ACCESSWIRE / September 22, 2021 / Brixton Capital and The Shidler Group (together, the TC Acquisition Group) are seeking to acquire 100% of the outstanding share capital of Transcontinental Realty Investors for $ 44.40 per share in cash.
Over the past two months, TC Acquisition Group has attempted to engage in constructive conversations with the TCI Board of Directors (TCI Board of Directors) to discuss how the transaction would benefit all TCI shareholders.
TC Acquisition Group’s efforts have been largely ignored or dismissed by TCI’s board of directors with no apparent effort to understand the value of TC Acquisition Group’s proposal or why a transaction with TC Acquisition Group would be in the best interests of shareholders. by TCI. On September 21, 2021, TC Acquisition Group contacted TCI’s Board of Directors again to further communicate the terms of its offer and further detail its proposal.
TC Acquisition Group shares this information publicly to ensure that all shareholders are informed and aware of its offering and the potential to realize significant value in the near term.
TC Acquisition Group hopes to facilitate a productive discussion and ultimately negotiate a mutually acceptable transaction that is in the best interests of all TCI shareholders. TC Acquisition Group looks forward to engaging on a friendly basis with TCI’s board of directors and management, but TC Acquisition Group is concerned about the lack of substantive response to the four previous private letters it sent to the board of directors. administration of TCI describing (or relating to) the proposal.
TC Acquisition Group believes that its proposal would provide a significant premium to TCI shareholders, which also represents an attractive opportunity for shareholders to obtain immediate liquidity which TC Acquisition Group considers to be a full and fair assessment based on its thorough review of TCI’s public information. The offering price of $ 44.40 represents a 48% premium over TCI’s year-to-date Volume Weighted Average Price (VWAP) of $ 30.00 and a 28% premium per year. compared to TCI’s last closing price of $ 34.77 as of September 20, 2021.
TC Acquisition Group has a strong business interest in TCI and believes the company is a good strategic fit with its extensive operating and real estate development capabilities. TC Acquisition Group has followed the history of TCI and is impressed with the fundamentals underlying the assets in the portfolio. However, TC Acquisition Group believes that TCI’s ongoing liquidity constraints, short-term cash obligations, complex ownership structure, and poorly traded public currencies have presented significant challenges for management to exploit the portfolio to its full potential. .
While TCI’s recent sale of 600 Las Colinas in Irving, TX provided much needed liquidity for the company’s ongoing capital obligations, TC Acquisition Group believes further opportunities of this nature are very limited and would continue. to come at the expense of future growth. Under the ownership and management of its investor group, TC Acquisition Group believes it is well positioned to deliver significant value to all of TCI’s shareholders.
Brixton Capital is a leading private real estate investment firm that seeks to generate superior risk-adjusted returns by unlocking intrinsic value in commercial real estate transactions spanning all types of properties. Based in Solana Beach, California, Brixton is led by a team of seasoned commercial real estate experts with an average of over 25 years of experience. With a successful real estate investment track record spanning four decades and over 900 properties representing $ 10 billion in asset value, Brixton and its executives have consistently achieved above-average returns over multiple real estate cycles. Today, Brixton owns and manages a wide range of real estate assets representing more than 10 million square feet of commercial, multi-family, office, industrial and land investments in the United States and Europe.
Since its founding by Jay Shidler in 1972, The Shidler Group has grown into one of the most innovative commercial real estate investment organizations in the country. Through its affiliates, The Shidler Group has made debt and / or equity investments in over 2,000 properties located across the country. The Shidler Group also founded five NYSE-listed public companies – many of which were groundbreaking in terms of the nature of the assets they facilitated for public investment in REITs – which collectively issued more than $ 40 billion in debt securities. and equity. These companies include: First Industrial Realty Trust, the first REIT to offer investors the opportunity to invest in a national portfolio of industrial facilities; Corporate Office Properties Trust, one of the first REITs to provide investors with the opportunity to invest in ‘much needed’ US government related facilities, currently a significant owner of office buildings leased to defense companies ; and TriNet Corporate Realty Trust, the first REIT to offer investors the opportunity to invest in commercial properties triple net leased to large corporations.
TC Acquisition Group has assembled a team of experienced advisers and lawyers, including engaging UBS Investment Bank as financial advisers and Morris, Manning & Martin, LLP as legal advisors to help move quickly and efficiently to the completion of ‘a transaction. TC Acquisition Group is confident that it can arrange all financing necessary to complete the transaction, including refinancing or replacing TCI’s existing debt. Accordingly, any definitive agreement providing for the proposed transaction will not contain any financing contingency.
TC Acquisition Group is ready to move forward with confirmatory verification immediately and expects its due diligence review to be completed in approximately six weeks from the time the information becomes available. TC Acquisition Group has committed all internal resources of the investor group and its advisers to complete this initiative in an accelerated manner, with minimal disruption to TCI’s activities.
This proposal represents a non-binding indication of interest, and the proposed transaction would be subject to the execution of mutually acceptable, negotiated definitive transaction agreements containing statements, undertakings, conditions and other terms which are customary for a transaction of this nature.
TC Acquisition Group believes the next step would be a meeting to discuss this opportunity, and TC Acquisition Group is proposing to hold a meeting during the week of September 27, 2021.
TC Acquisition Group is delighted with the opportunity to work closely with TCI’s Board of Directors and management team with respect to a potential transaction with TCI. TC Acquisition Group believes its proposal represents an excellent opportunity for all TCI shareholders and is ready to act quickly to complete the transaction.
THE SOURCE: Capital of Brixton
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