Winthrop Realty Trust to Seek Shareholder Approval to a Plan of Liquidation
29 Aprile 2014 - 2:50PM
Winthrop Realty Trust (NYSE:FUR) ("Winthrop") announced today that
its Board of Trustees has unanimously adopted a plan of
liquidation, the implementation of which is subject to approval by
the holders of a majority of Winthrop's common shares. If approved
by shareholders, the plan will provide for an orderly liquidation
of Winthrop's assets. Winthrop expects that its preliminary proxy
statement with respect to the special meeting of shareholders at
which the approval of the plan will be sought will be filed with
the Securities and Exchange Commission in May with a meeting date
expected to be held by not later than August of this year.
The decision to adopt the plan of liquidation followed a lengthy
process in which Winthrop's Board of Trustees explored numerous
alternatives including continuing under its current or a revised
business plan, acquiring through merger or otherwise the assets of
another real estate company, seeking to dispose of its assets
through a merger or a portfolio sale, and liquidation. Based
on a number of factors, the Board of Trustees determined that a
liquidation of its assets at this time was in the best interest of
Winthrop's common shareholders. These factors
included: (1) the relative continued disparity in Winthrop's
common share price to Winthrop's estimated net asset value; (2) the
inability to raise additional capital at prices that are accretive
to existing shareholders; (3) the current strong market for real
estate assets and the annual disposition limitations imposed on
REITs for federal tax purposes which effectively prevent any
further sales this year by Winthrop and generally restrict the
number of sales by a REIT in any taxable year; (4) the resultant
diminished flow of opportunistic investments that satisfy
Winthrop's investment strategy and minimum return parameters; and
(5) the price level of offers and indications of interest received
from third parties in acquiring Winthrop as a whole.
If the plan of liquidation is approved by the common
shareholders, Winthrop will then seek to sell all of its assets
with a view towards completing the liquidation within a two year
period. In order to comply with applicable tax laws, any
assets of Winthrop not disposed of within such two year period
would be transferred into a liquidating trust and the holders of
interests in Winthrop at such time will be beneficiaries of such
liquidating trust. It is impossible at this time to determine
the ultimate amount of liquidation proceeds that will actually be
distributed to common shareholders or the timing of such payments
but it is estimated that such amount will not be less than $13.80,
the low end of Winthrop's most recently disclosed net asset value
range. The determination of net asset value is set forth in
Winthrop's supplement financial reporting information which is
available at Winthrop's website (www.winthropreit.com) under the
"Investor Relations" tab.
Although Winthrop expects that its common shares will continue
to be traded on the New York Stock Exchange until its assets are
either disposed of or transferred to a liquidating trust, under New
York Stock Exchange rules it is possible that following the
implementation of the plan of liquidation and prior to the
disposition of all of the assets that the common shares could be
delisted.
As required by the terms of Winthrop's Series D Preferred Shares
(NYSE:FUR-PD), at such time, if at all, as the plan of liquidation
is approved by the common shareholders, dividends on Winthrop's
common shares will be suspended until the $120,500,000 liquidation
preference on Winthrop's Series D Preferred Shares is
satisfied. In addition, Winthrop currently intends to satisfy
(or provide reserves to satisfy) its 7.75% Senior Notes that have
an outstanding balance of $86,250,000 before resumption of
dividends on its common shares.
As of March 31, 2014, Winthrop held cash and cash equivalents of
$102,512,000. In addition, Winthrop is currently under
contract to sell two of its properties which, if consummated, would
yield an estimated $41,000,000 of net proceeds prior to the end of
the third quarter of 2014.
The Board of Trustees also approved a share repurchase plan
pursuant to which Winthrop will be permitted to repurchase its
Series D preferred shares and 7.75% Senior Notes due 2022, each at
prices to be determined by the Board of Trustees. The
purchases of the preferred shares and the Senior Notes will be
executed periodically as market and business conditions warrant on
the open market, in negotiated or block trades, or under a 10b5-1
plan, which would permit shares to be repurchased when Winthrop
might otherwise be precluded from doing so under insider trading
laws. The share repurchase plan does not obligate Winthrop to
repurchase any dollar amount or number of preferred shares or
Senior Notes, and the timing and amount of any such repurchases
under the plan will depend on market conditions, preferred share or
note price, corporate and regulatory requirements, capital
availability and other factors, such as financial covenants and
rating considerations. The repurchase plan does not have an
expiration date and may be limited or terminated at any time by the
Board of Trustees without prior notice.
Winthrop's Board of Trustees has reserved the right to terminate
the plan of liquidation at any time prior to its approval by its
common shareholders.
Michael L. Ashner, Winthrop's Chairman and Chief Executive
Officer said, "This decision was one taken after considerable
deliberation. Simply stated, the Board of Trustees believes
this is the best and most efficient means of realizing our
underlying value for our shareholders."
About Winthrop Realty Trust
Winthrop Realty Trust, headquartered in Boston, Massachusetts,
is a NYSE-listed real estate investment trust (REIT) focused on
acquiring, owning, operating and investing in real property as well
as real estate collateralized debt and REIT preferred and common
stock. For more information, please visit our web-site at
www.winthropreit.com.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995. With the exception of the historical
information contained in this news release, the matters described
herein contain "forward-looking" statements that involve risk and
uncertainties that may individually or collectively impact the
matters herein described. These are detailed from time to time
in the "Risk Factors" section of the Company's SEC
reports. Further information relating to the Company's
financial position, results of operations, and investor information
is contained in the Company's annual and quarterly reports filed
with the SEC and available for download at its website
www.winthropreit.com or at the SEC website www.sec.gov.
CONTACT: Winthrop Realty Trust
Carolyn Tiffany
Investor or Media Inquiries
Phone: (617) 570-4614; e-mail: ctiffany@firstwinthrop.com
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