Shareholders Approve NorthStar/RXR Metro Real Estate Full-Liquidity Plan and Merger
October 18, 2018 | James Sprow | Blue Vault
NorthStar/RXR New York Metro Real Estate Inc.’s proposed merger with and into a unit of CNI NS/RXR Advisors LLC, the nontraded real estate investment trust’s adviser, and its asset monetization proposal received shareholder approvals.
At the REIT’s October 17 annual meeting, 2,224,450 shares were voted in favor of the merger, 144,657 shares were against it and 60,978 were abstentions.
The asset monetization plan whereby all the REIT’s assets will be sold in one or more transactions was approved, with 2,325,811 shares voted in favor of the proposal, compared with 61,824 shares voted against it and 42,450 shares abstaining.
The Merger Transaction (Filed with SEC September 11, 2018)
“The principal purpose of the Transaction is to maximize stockholder value by selling our real estate assets and distributing the net proceeds and available cash to our stockholders. Although we are seeking your approval for both the Asset Monetization and the Merger, we view these as an all-cash sale of the Company’s real estate assets and a distribution to the Company’s stockholders of the net proceeds received from such sales and available cash in liquidation of the Company. The Company will engage in one or more transactions to monetize all of its real estate investments for estimated net proceeds, plus cash available for distribution ranging from $37.4 million to $39.1 million. Once the Company has disposed of all of its real estate investments, the Company’s only remaining asset will be cash. In order to facilitate the distribution of this cash to our stockholders, the Company will be merged with and into a subsidiary of our advisor. In connection with the Merger, 100% of the net proceeds from the Asset Monetization ($33.1 million to $33.7 million), plus any additional available cash held by the Company (approximately $6.0 million held as of August 1, 2018), less accrued and unpaid ordinary course liabilities incurred prior to the closing of the Transaction and fees and expenses related to the Transaction, will be paid to the Company’s stockholders (other than Company’s co-sponsors, who have voluntarily agreed to effectively forfeit their shares concurrent with the consummation of the Merger). We estimate that, if the Asset Monetization and the Merger are approved by our stockholders and we are successfully able to implement the Transaction, the amount of cash that you would receive in connection with the Transaction for each share of our common stock that you then hold could range between $8.81 and $9.20 per share, less any applicable withholding taxes, assuming the Transaction is approved and successfully implemented by December 31, 2018. Although we have provided an estimated range of the cash consideration, there can be no assurances as to the amount or the timing of the consideration to be received by the Company’s stockholders.”
Source: SEC
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