redlepper
7 years ago
10-K
April 17, 2017
Period Ending December 31, 2016
"
The aggregate market value of voting stock held by non-affiliates based on the closing price of the stock at June 30, 2016 was $176,040. For purposes of this calculation it is assumed that officers and directors of the registrant are affiliates and that the BBJ Family Irrevocable Trust is an affiliate. The registrant has no non-voting stock. The number of shares outstanding of each of the registrant’s classes of common stock as of April 7, 2017 was 442,533 shares of Class A common stock and 4,746,147 shares of Class B common stock.
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The Company’s acquisition of the interest in the Avalon Property was completed on January 6, 2017. The Avalon Property consists of 251 non-contiguous single-family, residential lots and a 10,000 square foot clubhouse, within the Jubilee at Los Lunas subdivision located in Los Lunas, New Mexico (the “Avalon Property”). At the Closing, in exchange for the contribution to Presidential OP of FC OP’s membership interests in Avalon, FC OP received 4,632,000 Presidential OP Units in, and became a limited partner of, Presidential OP. Such limited partnership interests are convertible, upon the satisfaction of certain conditions, into shares of Class B common stock of the Company on a one-for-one basis. In connection with the Closing, FC REIT paid $800,000 to Presidential to be used as operating capital.
On March 31, 2017, the Company and Presidential OP entered into a second amendment to the Agreement pursuant to which the T9 Transferred Interest was assigned to PRES-T9 Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Presidential OP (PRES-T9). PRES-T9 was admitted as a member of the T9/JV. The Second Amendment also provides for the satisfaction of certain conditions prior to the issuance and delivery of 100% of the Presidential OP Units to be issued in connection with the transaction. Those Presidential OP Units will be held back (the “Holdback Units”) until a new appraisal of the FC/T9 Interest has been obtained and the loan secured by the T9 Properties has been extended or refinanced. The loan is currently in default. Presidential has an opportunity for 30 days to endeavor to obtain an extension or refinancing of the loan. Thereafter, the FC Parties will continue to seek an extension/refinancing of the loan. If the appraisal and the loan extension/refinancing are not obtained within 180 days, then the FC Parties and Presidential may within 10 days mutually agree in writing to extend the time to complete the extension/refinancing of the loan, or either the FC Parties or Presidential may elect to cancel the transfer of the T9 Transferred Interest following 10 days prior written notice to the other party.
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In connection with and as a condition of the Agreement, on January 6, 2017, the Company entered into various agreements with the officers, directors and Management of the Company to restructure amounts owed to them as well as change the equity compensation due or held by them. The Company entered into an agreement with Signature Group Advisors, LLC (“Signature”), an affiliate of Nickolas W. Jekogian, III, a director, Chairman and Chief Executive Officer of the Company, and an adviser to the Company (the “Signature Agreement”) pursuant to which (i) Signature will receive $1,000,000 payable in cash as consideration for sourcing, negotiating and documenting the transactions contemplated by the Agreement (“Transaction Fee”), which will become earned, due and payable upon the closing by the Company or Presidential OP of a preferred stock offering (or similar instrument) of at least $50,000,000 in gross proceeds; and (ii) commencing on the closing for the T9 Property under the Agreement, Signature will be engaged as a consultant to the Company for a four year term. The fee payable to Signature as a consultant (the “Consulting Fee”) will be $500,000 per annum, payable in cash in arrears on each anniversary of the closing for the T9 Property; provided, however, that no portion of the Consulting Fee will be earned or paid unless and until the net asset value of the Company is at least $200,000,000.
5
On January 6, 2017, the Company and Mr. Alexander Ludwig, our President and Chief Operating Officer, entered into a Cancellation and Release Agreement for the cancellation of all stock options and warrants held by Mr. Ludwig as of such date in consideration for the issuance of (x) 450,000 shares of Class B common stock of the Company and (y) an option to purchase an additional 550,000 shares of Class B common stock of the Company. The exercise of such option is subject to certain conditions, including that the issuance of any shares of Class B common stock of the Company covered by Mr. Ludwig’s option would not be deemed “Excess Shares” as that term is defined in our certificate of incorporation. The exercise price of the option is $0.00.
On January 6, 2017, Mr. Jekogian entered into a Cancellation and Release Agreement for the (x) cancellation of all stock options and warrants held by Mr. Jekogian as of such date and (y) termination of his Employment Agreement effective as of such date. Mr. Jekogian will continue as an employee of the Company in his capacity as Chairman and Chief Executive Officer on a month-to-month basis until such time as otherwise determined by the Company in its sole discretion. It is expected that his salary will remain unchanged.
On January 6, 2017, each of Richard Brandt, Robert Feder and Jeffrey Joseph, non-management directors of the Company, and Jeffrey Rogers, a former non-management director of the Company, entered into Issuance and Release Agreements for the issuance of an aggregate of 450,000 shares of Class B common stock of the Company in consideration of the release of the Company’s obligations to pay past due and current director’s fees, of which 90,000 were issued to the current directors for their services in connection with the Agreement.
On January 6, 2017, the Company and Presidential OP entered into an Acknowledgement and Certification (the “Shareholder Certification”) with Mr. Jekogian, The BBJ Family Irrevocable Trust (the “Trust”), FC OP and FC REIT, pursuant to which the Trust agreed to, among other things, (i) exchange its shares of Class A stock for shares of Class B stock of the Company upon the occurrence and satisfaction of certain conditions, (ii) refrain from taking certain actions, and (iii) vote its shares of Class A stock in favor of certain actions. Pursuant to such Shareholder Certification, the Company agreed not to issue or cause to be issued any additional shares of its Class A stock.
In connection with the foregoing, certain holders of Class A common stock of the Company, representing an aggregate of 49,000 shares of Class A common stock, entered into a Proxy and Option to Purchase with The BBJ Family Irrevocable Trust designating The BBJ Family Irrevocable Trust as proxy to vote on all matters with respect to their shares. In addition, such agreement granted The BBJ Family Irrevocable Trust an option to purchase such shares at a purchase price of $2.00 per share. During the first quarter the Trust exercised its option and purchased 49,000 shares of Class A common stock. The Company was not a party to that agreement.
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" On December 16, 2016, the “Company” and its newly formed operating partnership, Presidential Realty Operating Partnership LP (“Presidential OP”), entered into an interest contribution agreement (the “Initial Agreement”) with First Capital Real Estate Trust Incorporated (“FC REIT”), First Capital Real Estate Operating Partnership (the “FC OP”), Township Nine Owner, LLC (T9/JV), Capital Station Holdings, LLC, Capital Station Member, LLC, Capital Station 65 LLC and Avalon Jubilee LLC. On January 6, 2017, the Company and the other parties to the Initial Agreement entered into the First Amendment to the Initial Agreement (the “Amendment,” and, together with the Initial Agreement, the “Agreement”) and FC OP entered into the Agreement of Limited Partnership (the “Limited Partnership Agreement”) of Presidential OP, as limited partner, with the Company as general partner. The Agreement contemplated that the Company would acquire from FC OP its 31.3333% interest in the owner of a residential community referred to as the “Avalon Property” and 66% percent (the “T9 Transferred Interest”) of its 92% interest (FC/T9 Interest) in the owner of a development property known as the “T9 Property.” The purchase price for the interests is payable in limited partnership interests in Presidential OP (“Presidential OP Units”) convertible under certain conditions into shares of the Company’s Class B common stock.
The Company’s acquisition of the interest in the Avalon Property was completed on January 6, 2017. The Avalon Property consists of 251 non-contiguous single-family, residential lots and a 10,000 square foot clubhouse, within the Jubilee at Los Lunas subdivision located in Los Lunas, New Mexico (the “Avalon Property”). At the Closing, in exchange for the contribution to Presidential OP of FC OP’s membership interests in Avalon, FC OP received 4,632,000 Presidential OP Units in, and became a limited partner of, Presidential OP. Such limited partnership interests are convertible, upon the satisfaction of certain conditions, into shares of Class B common stock of the Company on a one-for-one basis. In connection with the Closing, FC REIT paid $800,000 to Presidential to be used as operating capital.
On March 31, 2017, the Company and Presidential OP entered into a second amendment to the Agreement pursuant to which the T9 Transferred Interest was assigned to PRES-T9 Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Presidential OP (PRES-T9). PRES-T9 was admitted as a member of the T9/JV. The Second Amendment also provides for the satisfaction of certain conditions prior to the issuance and delivery of 100% of the Presidential OP Units to be issued in connection with the transaction. Those Presidential OP Units will be held back (the “Holdback Units”) until a new appraisal of the FC/T9 Interest has been obtained and the loan secured by the T9 Properties has been extended or refinanced. The loan is currently in default. Presidential has an opportunity for 30 days to endeavor to obtain an extension or refinancing of the loan.
F- 15
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. Subsequent Events (Continued)
Thereafter, the FC Parties will continue to seek an extension/refinancing of the loan. If the appraisal and the loan extension/refinancing are not obtained within 180 days, then the FC Parties and Presidential may within 10 days mutually agree in writing to extend the time to complete the extension/refinancing of the loan, or either the FC Parties or Presidential may elect to cancel the transfer of the T9 Transferred Interest following 10 days prior written notice to the other party.
The number of Presidential OP Units ultimately issued if these conditions are satisfied is subject to adjustment based on the new appraisal and the amount of the mortgage debt (the extended/refinanced loan) at that time. These adjustments could result in a material change in the number of Presidential OP Units that are ultimately issued and delivered if the conditions are satisfied. The final number of Presidential OP Units will be determined by taking the amount of the new appraisal, subtracting therefrom the amount of the extended/refinanced loan and the legal costs and expenses incurred by the Company in securing the extended/refinanced loan and multiplying the amount thereby obtained by 66%. As a result of the conditional nature of the transfer of the Transferred Interest, the Company will not be reflecting the Transferred Interest in its financial statements until the conditions in the Second Amendment have been satisfied and the applicable number of OP Units has been determined and issued.
In connection with the Agreement, Palisades Pacific Realty Trust, Inc (“Palisades”) became a consultant to the Company to provide services relating to the integration of the First Capital properties (the interests in the Avalon Property and T9 Property) and in connection with potential capital raising activities. The Company paid Palisades $200,000 and reimbursed certain expenses approved by the Company. Palisades notified the Company on March 1, 2017 that they were ceasing to provide services thus terminating the arrangement. Palisades has requested reimbursement of certain other expenses which the Company believes it is not responsible for.
In connection with and as a condition of the Agreement, on January 6, 2017, the Company entered into various agreements with the officers, directors and Management of the Company to restructure amounts owed to them as well as change the equity compensation due or held by them. The Company entered into an agreement with Signature Group Advisors, LLC (“Signature”), an affiliate of Nickolas W. Jekogian, III, a director, Chairman and Chief Executive Officer of the Company, and an adviser to the Company (the “Signature Agreement”) pursuant to which (i) Signature will receive $1,000,000 payable in cash as consideration for sourcing, negotiating and documenting the transactions contemplated by the Agreement (“Transaction Fee”), which will become earned, due and payable upon the closing by the Company or Presidential OP of a preferred stock offering (or similar instrument) of at least $50,000,000 in gross proceeds; and (ii) commencing on the closing for the T9 Property under the Agreement, Signature will be engaged as a consultant to the Company for a four year term. The fee payable to Signature as a consultant (the “Consulting Fee”) will be $500,000 per annum, payable in cash in arrears on each anniversary of the closing for the T9 Property; provided, however, that no portion of the Consulting Fee will be earned or paid unless and until the net asset value of the Company is at least $200,000,000.
F- 16
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. Subsequent Events (Continued)
On January 6, 2017, the Company and Mr. Alexander Ludwig, our President and Chief Operating Officer, entered into a Cancellation and Release Agreement for the cancellation of all stock options and warrants held by Mr. Ludwig as of such date in consideration for the issuance of (x) 450,000 shares of Class B common stock of the Company and (y) an option to purchase an additional 550,000 shares of Class B common stock of the Company. The exercise of such option is subject to certain conditions, including that the issuance of any shares of Class B common stock of the Company covered by Mr. Ludwig’s option would not be deemed “Excess Shares” as that term is defined in our certificate of incorporation. The exercise price of the option is $0.00.
On January 6, 2017, Mr. Jekogian entered into a Cancellation and Release Agreement for the (x) cancellation of all stock options and warrants held by Mr. Jekogian as of such date and (y) termination of his Employment Agreement effective as of such date. Mr. Jekogian will continue as an employee of the Company in his capacity as Chairman and Chief Executive Officer on a month-to-month basis until such time as otherwise determined by the Company in its sole discretion. It is expected that his salary will remain unchanged.
On January 6, 2017, each of Richard Brandt, Robert Feder and Jeffrey Joseph, non-management directors of the Company, and Jeffrey Rogers, a former non-management director of the Company, entered into Issuance and Release Agreements for the issuance of an aggregate of 450,000 shares of Class B common stock of the Company in consideration of the release of the Company’s obligations to pay past due and current director’s fees, of which 90,000 were issued to the current directors for their services in connection with the Agreement.
On January 6, 2017, the Company and Presidential OP entered into an Acknowledgement and Certification (the “Shareholder Certification”) with Mr. Jekogian, The BBJ Family Irrevocable Trust (the “Trust”), FC OP and FC REIT, pursuant to which the Trust agreed to, among other things, (i) exchange its shares of Class A stock for shares of Class B stock of the Company upon the occurrence and satisfaction of certain conditions, (ii) refrain from taking certain actions, and (iii) vote its shares of Class A stock in favor of certain actions. Pursuant to such Shareholder Certification, the Company agreed not to issue or cause to be issued any additional shares of its Class A stock.
In connection with the foregoing, certain holders of Class A common stock of the Company, representing an aggregate of 49,000 shares of Class A common stock, entered into a Proxy and Option to Purchase with The BBJ Family Irrevocable Trust designating The BBJ Family Irrevocable Trust as proxy to vote on all matters with respect to their shares. In addition, such agreement granted The BBJ Family Irrevocable Trust an option to purchase such shares at a purchase price of $2.00 per share. During the first quarter the trust exercised its option and purchased 49,000 shares of Class A common stock. The Company was not a party to that agreement.
"
db7
7 years ago
8k finally out:
Current Report Filing (8-k)
Print
Alert
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 31, 2017
Presidential Realty Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-8594 13-1954619
(Commission File Number) (IRS Employer Identification No.)
1430 Broadway, Suite 503,
New York, NY 10018
(Address, including zip code, of Principal Executive Offices)
(914) 948-1300
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Entry into Second Amendment to Interest Contribution Agreement
As previously disclosed on Forms 8-K filed by Presidential Realty Corporation (the “Company”), on December 20, 2016 and January 12, 2017, respectively, the contents of which are incorporated by reference herein, the Company and its newly formed operating partnership, Presidential Realty Operating Partnership LP (“Presidential OP,” and together with the Company, the “Presidential Parties”), entered into an interest contribution agreement (the “Initial Agreement”) with First Capital Real Estate Trust Incorporated (“FC REIT”), First Capital Real Estate Operating Partnership (“FC OP, and together with FC REIT, the “FC Parties”), the operating partnership of FC REIT, Township Nine Owner, LLC (“T9 JV”), Capital Station Holdings, LLC, Capital Station Member, LLC, Capital Station 65 LLC and Avalon Jubilee LLC (“Avalon”). On January 6, 2017, the Company and the other parties to the Agreement entered into the First Amendment to the Initial Agreement (the “First Amendment,” and, together with the Initial Agreement, the “Agreement”). On March 31, 2017, the Company and the other parties to the Agreement entered into the Second Amendment to the Agreement (the “Second Amendment”).
FC OP is the owner of 92% of the limited liability company interests and profit participation interests in T9 JV (the “FC/T9 Interest”). T9 JV is, indirectly through various subsidiaries, the sole owner of 100% of certain equity interests related to 23 parcels of land located in Sacramento, California (collectively, the “T9 Properties”). Under the Agreement, as amended by the Second Amendment, on March 31, FC OP transferred to PRES-T9 Holdings LLC, a newly formed wholly owned subsidiary of Presidential OP (“PRES-T9”), 66% of the FC T9 Interest (“Transferred Interest”), and in exchange Presidential OP preliminarily agreed to issue $32,649,000 of its operating partnership units (“OP Units”), valued at $1.00 per OP Unit, subject to adjustment and the conditions described below. The final amount of the OP Units to be issued by Presidential OP for the transfer of the Transferred Interest is subject to adjustment, and the issuance of any OP Units is entirely conditional on the satisfactory completion of the conditions described below.
The Second Amendment provides for the satisfaction of certain conditions prior to the issuance and delivery of 100% of the OP Units to be issued in connection with the transaction. Those OP Units will be held back (the “Holdback Units”) until a new appraisal of the FC/T9 Interest has been obtained and the loan secured by the T9 Properties has been extended or refinanced. The loan is currently in default. Presidential has an opportunity for 30 days to endeavor to obtain an extension or refinancing of the loan. Thereafter, the FC Parties will continue to seek an extension/refinancing of the loan. If the appraisal and the loan extension/refinancing are not obtained within 180 days, then the FC Parties and the Presidential Parties may within 10 days mutually agree in writing to extend the time to complete the extension/refinancing of the loan, or either the FC Parties or the Presidential Parties may elect to cancel the transfer of the Transferred Interest following 10 days prior written notice to the other party.
The number of OP Units ultimately issued if these conditions are satisfied is subject to adjustment based on the new appraisal and the amount of the mortgage debt (the extended/refinanced loan) at that time. These adjustments could result in a material change in the number of OP Units that are ultimately issued and delivered if the conditions are satisfied. The final number of OP Units will be determined by taking the amount of the new appraisal, subtracting therefrom the amount of the extended/refinanced loan and the legal costs and expenses incurred by the Company in securing the extended/refinanced loan and multiplying the amount thereby obtained by 66%. As a result of the conditional nature of the transfer of the Transferred Interest, the Company will not be reflecting the Transferred Interest in its financial statements until the conditions in the Second Amendment have been satisfied and the applicable number of OP Units has been determined and issued.
The Second Amendment grants demand registration rights to the FC Parties and their partners and stockholders for the OP Units issued and to be issued pursuant to the Agreement and the common stock of Presidential issuable upon conversion of those OP Units. The registration rights of the OP Units are exercisable only after the satisfaction of the conditions described above and issuance of the Holdback Units and are intended to permit FC OP to distribute the OP Units to its limited partners, including FC REIT, and to permit FC REIT to distribute the OP Units it receives to its stockholders, without restriction. It is not intended to create a market in the OP Units.
There are currently two vacancies on the Company’s six person Board of Directors. Subject to review by the Company’s Nominating Committee and approval of the Company’s Board of Directors, the Second Amendment provides that Serge Kasarda and Richard Shea will be elected by the Company’s Board of Directors to fill the two vacancies. Both individuals have strong backgrounds in the finance and real estate sectors and are veterans of Blackrock, Inc.
In connection with the Second Amendment, the Company approved a new business strategy to focus its future investments in the healthcare sector. In furtherance of that strategy, subject to review and approval of the Company’s Board of Directors, the Second Amendment provides for the appointment of a new management team to be led by Serge Kasarda to implement the new business strategy.
The foregoing description of the Second Amendment is subject to and qualified in its entirety by reference to the complete text of the Second Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Entry into the Limited Liability Company Agreement of T9 JV
On February 5, 2016, FC OP and T-9 Developers, LLC (“T9 Developers”) entered into the Limited Liability Company Agreement (the “T9 Owner Agreement”) of Township Nine Owner, LLC (T9 JV). Pursuant to the T9 Owner Agreement, T9 Developers formerly acted as the day-to-day development manager of T9 JV and developer of the T9 Properties. For a description of the material terms of the T9 Owner Agreement, please refer to FC REIT’s Current Report on Form 8-K dated February 5, 2016.
In contemplation of the transactions described in the Second Amendment, on March 31, 2017, FC OP and T9 Developers entered into the First Amendment to Limited Liability Company Agreement (the “First Amendment”), which amended the T9 Owner Agreement in contemplation of the admission of PRES-T9 as a member. The First Amendment, among other things, replaces T9 Developers as the day-to-day manager of T9 JV with FC OP and replaces the managers of T9 JV designated by T9 Developers with three managers designated by PRES-T9. Under the First Amendment, the management board will consist of a total of six managers, three designated by FC OP and three designated by PRES-T9. Each manager has one vote and all actions of the management board require the vote, approval or consent of a majority of the managers. Actions requiring the vote, consent, approval or determination of the members of T9 JV require the vote, consent, approval or determination of the members holding at least two-thirds of the outstanding units of T9 JV. PRES-T9 will hold 60,720, FC OP will hold 31,280 and T9 Developers will hold 8,000 units of T9 JV. PRES-T9 will not be required to pay any fees to T9 JV in connection with its admission as a member of T9 JV.
On March 31, 2017, as transferee of the Transferred Interest, PRES-T9 executed a Joinder and became party to the T9 Owner Agreement, as amended.
The foregoing summary of the material terms of the T9 Owner Agreement and the First Amendment is subject to and qualified in its entirety by reference to the complete texts of (a) the original T9 Owner Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein; and (b) the First Amendment, which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No.
10.1 Second Amendment to Interest Contribution Agreement, dated as of March 31, 2017.
10.2 Limited Liability Company Agreement of Township Nine Owner, LLC, dated as of February 5, 2016.
10.3 First Amendment to Limited Liability Company Agreement of Township Nine Owner, LLC, dated as of March 31, 2017.
db7
7 years ago
First Capital Takes Another Step Towards Completing Its Strategic Transaction With Presidential Realty
NEW YORK, March 31, 2017 /PRNewswire/ -- First Capital Real Estate Trust Incorporated ("First Capital"), a public non-traded real estate investment trust ("REIT") incorporated in Maryland, today announced it has entered into a second amendment to the previously announced Interest Contribution Agreement dated December 16, 2016, as amended, with Presidential Realty Corporation (OTC: PDNLA/PDNLB) ("Presidential"), a REIT incorporated in Delaware.
On January 6, 2017, pursuant to the terms of the interest contribution agreement, First Capital (through its operating partnership) contributed to Presidential's wholly-owned operating partnership ("Presidential OP") its indirect ownership interests in Avalon Jubilee LLC in exchange for 4,632,000 units of limited partnership interest ("OP Units") in Presidential OP. OP Units are convertible into a like number of newly issued shares of Presidential Class B common stock. The underlying Avalon Jubilee properties consist of 251 non-contiguous single-family residential lots and a 10,000 square foot clubhouse located within the Jubilee at Los Lunas subdivision in Los Lunas, New Mexico.
On March 31, 2017, in connection with the second amendment, First Capital (through its operating partnership) transferred to a wholly-owned subsidiary of Presidential OP 66% (the "T9 Ownership Interest") of First Capital's 92% ownership interest in Township Nine Owner, LLC, which indirectly owns a 63-acre mixed-use development project located in downtown Sacramento, California (the "T9 Property"). The T9 Property is anticipated to include high-rise residential, office, hotel and retail properties. In the second amendment, Presidential OP agreed to issue 32,649,000 OP Units to First Capital in exchange for the T9 Ownership Interest. That issuance of OP Units is subject to a hold-back requirement until certain conditions are met. These conditions include a new appraisal of the T9 Ownership Interest and a work out of the mortgage debt secured by the underlying T9 Property. That mortgage debt is currently in default. The number of OP Units ultimately issued if these conditions are satisfied is subject to adjustment based on the new appraisal and the amount of the mortgage debt at that time, and these adjustments could result in a material change in the number of OP Units that are ultimately issued and delivered if the conditions are satisfied. Presidential agreed to endeavor for the next 30 days to obtain an extension or refinancing of the mortgage debt. Certain other conditions to the transaction were waived. If the appraisal and the loan extension/refinancing is not obtained within 180 days, then First Capital and Presidential may within 10 days mutually agree in writing to extend the time to complete the extension/refinancing of the loan, or either First Capital or Presidential may elect to cancel the transfer of the T9 Ownership Interest following 10 days prior written notice to the other party.
The second amendment also provides that Serge Kasarda and Richard Shea, both veterans of BlackRock, will be elected by the Presidential board of directors to fill the two vacancies on the board, subject to board approval, and that Mr. Kasarda will be appointed to lead a new Presidential management team, subject to board approval. In connection with the second amendment, the Presidential board approved a business strategy to seek investments in the healthcare industry.
Serge Kasarda is a 25-year real estate industry veteran and founder and Chief Executive Officer of Seventieth Street Asset Management. Mr. Kasarda founded Seventieth Street in 2008 after leaving BlackRock, where he started the firm's joint venture equity group before joining its real estate high yield debt group. Prior to his time at Blackrock, Mr. Kasarda was a Senior Vice President at Bank of America responsible for originating transitional real estate loans and working out non-performing loans of acquired banks.
"This transaction is over a year in the making, and we are excited to move forward with this strategic transaction with Presidential, a company with a legacy dating back to 1909," said Suneet Singal, Chief Executive Officer of First Capital.
For additional information about the second amendment to the Interest Contribution Agreement, please see First Capital's Current Report on Form 8-K to be filed with the SEC and which will be available at the SEC's website at www.sec.gov. The second amendment will be filed as an exhibit to that Form 8-K.
About First Capital
First Capital Real Estate Trust Incorporated is a public non-traded REIT based in New York City and founded in 2012. First Capital's portfolio consists of various assets including land development, multifamily development, gas station development, hotels and medical offices.
About Seventieth Street Asset Management
Seventieth Street Asset Management ("SSAM") provides a range of advisory services to commercial real estate investors and operators including developing investment strategies, optimizing the capital structure, placing capital (senior debt, subordinated debt and joint venture equity), and property analysis. SSAM was founded in 2008 by Serge Kasarda, a 25-year real estate industry veteran with deep knowledge of the debt and equity markets through his investment advisory and commercial banking experience. For more information about SSAM please visit:
http://www.seventiethstreet.com/home.html.
Forward-Looking Statements
This press release contains statements that do not relate to historical facts, but are "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate, appear, believe, continue, could, estimate, expect, indicate, intend, may, plan, possible, predict, project, pursue, will, would and other similar terms and phrases, as well as the use of the future tense. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of the business of First Capital or Presidential, as applicable, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of First Capital's control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements in this press release speak only as of the date hereof, and forward-looking statements in documents incorporated by reference speak only as of the date of those documents. Unless otherwise required by law, First Capital undertakes no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
Examples of forward-looking statements in this release include statements regarding the anticipated development of the T9 Property, Presidential's efforts to work out the mortgage debt secured by the underlying T9 Property, the election of Serge Kasarda and Richard Shea to fill the vacancies on the Presidential Board and the appointment of Mr. Kasarda to lead a new management team. First Capital also notes that no assurances can be provided that the two conditions to the completion of the transactions contemplated in the second amendment to the Interest Contribution Agreement, as amended, will in fact be satisfied in light of the difficulty of negotiating an acceptable extension or refinancing of the debt secured by the T9 Property and the uncertainties associated in obtaining an appraisal of the T9 Ownership Interest.
Media Contacts
Jason Chudoba and Sarah Bicknell
jason.chudoba@icrinc.com, 646-277-1249
Sarah.Bicknell@icrinc.com, 646-277-1260
Investor Contact
Vance Edelson
Vance.edelson@icrinc.com, 646-277-1229
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/first-capital-takes-another-step-towards-completing-its-strategic-transaction-with-presidential-realty-300432929.html
SOURCE First Capital Real Estate Trust Incorporated
aquaspin
7 years ago
First Capital Takes Another Step Towards Completing Its Strategic Transaction With Presidential Realty
BY PR Newswire
— 6:13 PM ET 03/31/2017
NEW YORK, March 31, 2017 /PRNewswire/ -- First Capital Real Estate Trust Incorporated ("First Capital"), a public non-traded real estate investment trust ("REIT") incorporated in Maryland, today announced it has entered into a second amendment to the previously announced Interest Contribution Agreement dated December 16, 2016, as amended, with Presidential Realty Corporation ( PDNLA
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) ("Presidential"), a REIT incorporated in Delaware.
On January 6, 2017, pursuant to the terms of the interest contribution agreement, First Capital (through its operating partnership) contributed to Presidential's wholly-owned operating partnership ("Presidential OP") its indirect ownership interests in Avalon Jubilee LLC in exchange for 4,632,000 units of limited partnership interest ("OP Units") in Presidential OP. OP Units are convertible into a like number of newly issued shares of Presidential Class B common stock. The underlying Avalon Jubilee properties consist of 251 non-contiguous single-family residential lots and a 10,000 square foot clubhouse located within the Jubilee at Los Lunas subdivision in Los Lunas, New Mexico.
On March 31, 2017, in connection with the second amendment, First Capital (through its operating partnership) transferred to a wholly-owned subsidiary of Presidential OP 66% (the "T9 Ownership Interest") of First Capital's 92% ownership interest in Township Nine Owner, LLC, which indirectly owns a 63-acre mixed-use development project located in downtown Sacramento, California (the "T9 Property"). The T9 Property is anticipated to include high-rise residential, office, hotel and retail properties. In the second amendment, Presidential OP agreed to issue 32,649,000 OP Units to First Capital in exchange for the T9 Ownership Interest. That issuance of OP Units is subject to a hold-back requirement until certain conditions are met. These conditions include a new appraisal of the T9 Ownership Interest and a work out of the mortgage debt secured by the underlying T9 Property. That mortgage debt is currently in default. The number of OP Units ultimately issued if these conditions are satisfied is subject to adjustment based on the new appraisal and the amount of the mortgage debt at that time, and these adjustments could result in a material change in the number of OP Units that are ultimately issued and delivered if the conditions are satisfied. Presidential agreed to endeavor for the next 30 days to obtain an extension or refinancing of the mortgage debt. Certain other conditions to the transaction were waived. If the appraisal and the loan extension/refinancing is not obtained within 180 days, then First Capital and Presidential may within 10 days mutually agree in writing to extend the time to complete the extension/refinancing of the loan, or either First Capital or Presidential may elect to cancel the transfer of the T9 Ownership Interest following 10 days prior written notice to the other party.
The second amendment also provides that Serge Kasarda and Richard Shea, both veterans of BlackRock, will be elected by the Presidential board of directors to fill the two vacancies on the board, subject to board approval, and that Mr. Kasarda will be appointed to lead a new Presidential management team, subject to board approval. In connection with the second amendment, the Presidential board approved a business strategy to seek investments in the healthcare industry.
Serge Kasarda is a 25-year real estate industry veteran and founder and Chief Executive Officer of Seventieth Street Asset Management. Mr. Kasarda founded Seventieth Street in 2008 after leaving BlackRock, where he started the firm's joint venture equity group before joining its real estate high yield debt group. Prior to his time at Blackrock, Mr. Kasarda was a Senior Vice President at Bank of America responsible for originating transitional real estate loans and working out non-performing loans of acquired banks.
"This transaction is over a year in the making, and we are excited to move forward with this strategic transaction with Presidential, a company with a legacy dating back to 1909," said Suneet Singal, Chief Executive Officer of First Capital.
For additional information about the second amendment to the Interest Contribution Agreement, please see First Capital's Current Report on Form 8-K to be filed with the SEC and which will be available at the SEC's website at www.sec.gov. The second amendment will be filed as an exhibit to that Form 8-K.
About First Capital
First Capital Real Estate Trust Incorporated is a public non-traded REIT based in New York City and founded in 2012. First Capital's portfolio consists of various assets including land development, multifamily development, gas station development, hotels and medical offices.
About Seventieth Street Asset Management
Seventieth Street Asset Management ("SSAM") provides a range of advisory services to commercial real estate investors and operators including developing investment strategies, optimizing the capital structure, placing capital (senior debt, subordinated debt and joint venture equity), and property analysis. SSAM was founded in 2008 by Serge Kasarda, a 25-year real estate industry veteran with deep knowledge of the debt and equity markets through his investment advisory and commercial banking experience. For more information about SSAM please visit:
http://www.seventiethstreet.com/home.html.
Forward-Looking Statements
This press release contains statements that do not relate to historical facts, but are "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate, appear, believe, continue, could, estimate, expect, indicate, intend, may, plan, possible, predict, project, pursue, will, would and other similar terms and phrases, as well as the use of the future tense. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of the business of First Capital or Presidential, as applicable, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of First Capital's control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements in this press release speak only as of the date hereof, and forward-looking statements in documents incorporated by reference speak only as of the date of those documents. Unless otherwise required by law, First Capital undertakes no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
Examples of forward-looking statements in this release include statements regarding the anticipated development of the T9 Property, Presidential's efforts to work out the mortgage debt secured by the underlying T9 Property, the election of Serge Kasarda and Richard Shea to fill the vacancies on the Presidential Board and the appointment of Mr. Kasarda to lead a new management team. First Capital also notes that no assurances can be provided that the two conditions to the completion of the transactions contemplated in the second amendment to the Interest Contribution Agreement, as amended, will in fact be satisfied in light of the difficulty of negotiating an acceptable extension or refinancing of the debt secured by the T9 Property and the uncertainties associated in obtaining an appraisal of the T9 Ownership Interest.
Media Contacts
Jason Chudoba and Sarah Bicknell
jason.chudoba@icrinc.com, 646-277-1249
Sarah.Bicknell@icrinc.com, 646-277-1260
Investor Contact
Vance Edelson
Vance.edelson@icrinc.com, 646-277-1229
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/first-capital-takes-another-step-towards-completing-its-strategic-transaction-with-presidential-realty-300432929.html
SOURCE First Capital Real Estate Trust Incorporated
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MWM
7 years ago
And so what if Monet wants to merge his assets into Presidential?
I'm sure this is a strong possibility...
JOAQUIN DE MONET
FOUNDER & MANAGING PRINCIPAL
Joaquin de Monet is a leader in the commercial real estate industry with expertise in global real estate advisory and investment management services. He has led teams of high-performance real professionals worldwide, and has a successful track record for executing large equity and debt transactions in the United States and Latin America, and for building, operating and managing multi-billion dollar real estate businesses and portfolios.
In 2013, de Monet founded and serves as managing principal of Palisades Capital Realty Advisors, LLC, a boutique commercial real estate advisory firm that brings customized real estate investment solutions to private capital (high net-worth and family office) for US and Latin American investors.
In the first quarter of 2014, de Monet formed partnerships with high-powered investors to build value-add real estate portfolios, under the auspices of Palisades Mexico Partners, LLC, and Woodside Palisades Partners, LLC.
Palisades Mexico Partners is a joint venture between de Monet and Sergio Argüelles, president/CEO of Monterrey, Mexico-based FINSA, which established Palisades Private Capital Fund I. Targeting $100 million in investments, this Fund connects high net-worth individuals and family office investors from Mexico and Latin America with value-add, Class A and B office assets in growing Western U.S. suburban office markets.
Properties acquired by Palisades Private Capital Fund I during the second quarter of 2014 include 2929 Imperial, a two-story, 121,143-square-foot, office building in Brea, California, for $20.8 million, and Chandler Corporate Center, a two-story, 67,561-square-foot Class A office asset in Chandler, Arizona, for $13.9 million.
Woodside Palisades Partners is a joint venture of de Monet and a group of Silicon Valley investors that is targeting value-add and core-plus quality assets, with strong yields and capital appreciation, in markets west of the Mississippi River.
This partnership, which sponsors and manages its own investments, acquired its first assets in the second quarter of 2014 - two Class A office buildings, Cascade Station I and II, which total 127,000 square feet, at Cascade Station in Portland Oregon, an office/retail mixed-used development situated along the key, light-rail airport connector. Cascade I is LEED-Gold Certified.
Prior to establishing Palisades Capital Realty Advisors, de Monet demonstrated his executive leadership and international real estate acumen as president/CEO of Arden Realty, Inc., a national real estate investment trust (REIT), when Arden was purchased by General Electric and as head of GE Capital’s business operations in Mexico.
Under his leadership from 2006 to 2013, Arden/GE expanded from a REIT focused primarily on Southern California office assets to a national presence with a 27 million square foot portfolio of office and industrial properties, valued at $5 billion. Under his guidance, Arden’s senior management team developed a dynamic, value-add investor and trader with a highly successful strategic capital recycling program that included more than $6 billion of real estate transactions in 24 months.
De Monet's deep domain expertise in the areas of leasing and operations lead to the creation of GE's Global Leasing and Operations Center of Excellence, GE's international commercial real estate portfolio of more than of 100 million square feet, driving best practices in leasing, operational excellence and collaboration across global teams. He also served as the business champion of a company-wide initiative, GE Advantage to improve tenant satisfaction and retention.
Prior to Arden, as GE Capital’s business leader in Mexico, de Monet led a high-performance global team and originated $2.5 billion in loans and invested $500 million of equity, making GE Capital the largest foreign real estate lender in Mexico at the time.
De Monet is actively involved in both community and industry endeavors. He has been recognized with the City of Hope’s highest honor, the Spirit of Life award, and founded Arden in the Community, a volunteer program that has generated more than 20,000 service hours to local communities. He has been recognized by Real Estate Forum as one of Southern California’s Real Estate Icons and a National Icon for the office property class. He serves on the Leadership Board of the Lusk Center for Real Estate at the University of Southern California (USC) and on the Executive Committee of City of Hope’s Los Angeles Real Estate Council. De Monet also was an inaugural member of GE Capital Real Estate's Executive Council, serving from 2008 through 2013. He is a graduate of USC.
MWM
7 years ago
GE Real Estate Completes $4.8B Acquisition of Arden Realty
Joaquin de Monet and Robert Peddicord Named to Oversee Arden, Lead Growth
in Dynamic Western Region
May 02, 2006, 01:00 ET from GE Real Estate
STAMFORD, Conn. and LOS ANGELES, May 2 /PRNewswire-FirstCall/ --
Building on its growth ambitions in the Western region of the U.S., GE Real
Estate (NYSE: GE) announced today the completion of its acquisition of
Arden Realty, Inc. (NYSE: ARI), the largest publicly-traded office landlord
in Southern California. The purchase price of approximately $4.8 billion
includes the assumption and refinancing of $1.6 billion of Arden's
outstanding debt. In connection with this transaction, Trizec Properties,
Inc. (NYSE: TRZ) acquired 13 Arden properties for approximately $1.6
billion. The remainder of the Arden portfolio will stay intact and continue
to operate as Arden Realty.
The GE and Arden leadership will leverage Arden's premier presence and
strong relationships in the region to quickly implement a strategic asset
plan to expand further into its core markets. GE will also use the Arden
platform to grow significantly in other California markets, Washington and
Arizona.
One member of GE and four members of the Arden leadership teams have
been appointed to oversee Arden:
-- Joaquin de Monet, Managing Director at GE Real Estate, has been named
President and CEO of Arden Realty.
-- Robert Peddicord, formerly Executive Vice President, Leasing and
Operations at Arden Realty, assumes the role of Chief Operating
Officer.
-- Andres Gavinet, formerly First Vice President and Chief Accounting
Officer, has been named Chief Financial Officer.
-- Howard Stern and David Swartz remain Senior Vice President and Chief
Investment Officer and Senior Vice President and General Counsel,
respectively.
"We invest where there are excellent opportunities for growth, both in
asset value and portfolio size. This transaction significantly expands our
footprint in a market that we think is one of the strongest markets in the
U.S.," commented Joe Parsons, President, North American Equity at GE Real
Estate. "We will continue to assess opportunities to acquire quality assets
in Southern California, and look forward to Joaquin and Robert's leadership
to help us expand Arden's presence in the Western region."
"GE and Arden are a dynamic force in one of the country's most robust
markets," added Peddicord. "GE's solid financial backing and global
resources combined with Arden's local market expertise and outstanding
performance record will greatly enhance Arden's ability to grow in the
Western region of the U.S."
The portion purchased by Trizec Properties includes 13 properties
comprising approximately 4 million square feet.
Tim Callahan, Trizec's president and chief executive officer commented,
"Through this transaction, we have acquired a large, high-quality portfolio
that is well located in markets that we believe have strong economies,
positive employment trends and growing rental rates." Mr. Callahan added,
"We're pleased to have partnered with GE in the execution of this
transaction."
Merrill Lynch acted as the financial advisor to GE Real Estate, and
King & Spalding LLP provided legal advice. Lehman Brothers Inc., Wachovia
Securities, and Secured Capital LLC served as financial advisors to Arden
in this transaction. Wachovia Securities and Houlihan Lokey Howard and
Zukin also rendered fairness opinions to Arden's Board of Directors. Latham
& Watkins LLP and Venable LLP provided legal counsel to the Company. Hogan
& Hartson LLP provided legal counsel to Trizec.
Notes to editors:
About GE Real Estate
GE Real Estate ( http://www.gerealestate.com ) is a world leader in
real estate capital. Formed in 1972, the business has more than $35 billion
in core assets with 34 offices located throughout North America, Europe,
Asia, and Australia/New Zealand. GE Real Estate, backed by its parent
company's AAA rating, offers a broad range of financing, equity and
servicing solutions including: intermediate and long-term mortgage
financing, restructuring and acquisition capital, niche equity
investment/joint ventures, capital markets securitization and placements,
and assert management. As one of the fastest growing units within GE
Commercial Finance, Real Estate has experienced annual growth of more than
10% for the last ten consecutive years.
GE Commercial Finance ( http://www.gecommercialfinance.com ) offers
businesses an extensive array of financial services and products worldwide.
With approximately $217 billion in assets and an expertise in the
mid-market, GE Commercial Finance provides loans, operating leases,
financing programs and innovative structured capital to help customers
grow. GE Commercial Finance is a wholly owned subsidiary of the General
Electric Company (NYSE: GE), a diversified services, technology and
manufacturing company with operations worldwide.
About Arden Realty Inc.
Arden Realty, Inc. is one of the largest office landlords in Southern
California. After the close of the transaction with GE Real Estate, Arden
will have 14.8 million square feet comprised of 103 properties and 175
buildings from Ventura to San Diego counties. Arden is also a nationally
recognized leader in energy conservation and efficiency. For three
consecutive years the Environmental Protection Agency cited Arden as the
"Commercial Real Estate Owner of the Year" for its innovative energy
initiatives and for owning the most energy efficient buildings in a single
portfolio in the nation. For more information on the company, visit the
Arden website at http://www.ardenrealty.com .
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