October 17, 2022
Sale Process Update
At the
Companys 2022 Annual Meeting scheduled for 10:00 am Eastern Time on October 24, 2022, the Companys shareholders will vote on, among other things, a proposal for the approval of a proposed plan of sale authorizing the sale of all of
the Companys assets, the repayment of the Companys debt and satisfaction of the Companys other liabilities and the distribution of net proceeds to our shareholders. Detailed information regarding the plan of sale is included in the
Companys definitive proxy statement for its 2022 Annual Meeting available on its website and filed by the Company with the Securities and Exchange Commission on September 14, 2022 (the Proxy Statement). The forward looking
statements set forth below are qualified by, and subject to, the qualifications and risks set forth under The Cautionary Note Regarding Forward Looking Statements and Risk Factors in the Proxy Statement.
In light of the fast-approaching Annual Meeting, the Company is providing shareholders with an update on the status of the Companys on-going sale process.
On March 1, 2022, the Company announced that its Board of Trustees has commenced a process
to review a broad range of strategic alternatives to enhance shareholder value and appointed a special committee to oversee the process. On March 30, 2022, the Company terminated its status as a REIT for U.S. federal tax purposes effective
January 1, 2022.
During the period from March 30, 2022 through October 13, 2022, the Company sold 45 properties and joint venture
interests, generating $410.9 million of gross proceeds comprised of:
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$183.9 million of gross proceeds from vacant or non-income producing
assets sold at $51.30 per square foot. The sale of these assets eliminates $7.4 million of carrying costs; and |
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$161.0 million of gross proceeds were from income producing stabilized properties, partially leased
development sites and outparcel pads reflecting a 5.1% blended in-place capitalization rate; and |
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$66.0 million of gross proceeds from monetizing JV interests. |
Moreover, the sales process has generated a robust sales pipeline. As of October 13th, 2022, the Company had assets under contract for sale for total
anticipated gross proceeds of $400.3 million (the Pending Sales) including transactions with no contingencies but subject to customary closing conditions for total anticipated proceeds of $171.9 million and transactions for
total anticipated proceeds of $228.4 million, subject to customary due diligence and closing conditions. Additionally, the Company has accepted offers and is currently negotiating definitive purchase and sale agreements on assets with offers of
approximately $670 million (the Pipeline Sales). The Pending Sales and the Pipeline Sales are a combination of multi-tenant retail assets, certain premier and mixed-use assets as well as non-core assets. In addition to the assets that have been sold or that are subject to the Pending Sales and the Pipeline Sales, the remainder of the Companys portfolio are assets the Company is currently
marketing, intends to shortly market for sale or is considering the most opportune time to commence marketing based on market conditions, the status of the property including lease-up, development and
entitlement and other factors, including a number of the Companys premier and mixed use properties, certain multi-tenant retail properties and outparcel properties, a portfolio of residential properties that are currently in the entitlement
process, certain non-core assets and properties held in joint ventures.