Seeks Shareholder Approval of Plan of Sale
Unanimously Recommended by the Seritage Board of Trustees
Appoints Adam Metz as Chairman of the Seritage
Board
Seritage Growth Properties (NYSE: SRG) (the “Company”), a
national owner and developer of 161 retail, residential and
mixed-use properties, today filed its preliminary proxy materials
with the U.S. Securities and Exchange Commission (“SEC”) in
connection with the Company’s 2022 Annual Meeting of
Shareholders.
In connection with its previously announced review of strategic
alternatives, the Seritage Board of Trustees unanimously recommends
that the Company’s shareholders vote at the Annual Meeting to
approve a proposed plan of sale of Seritage’s assets and
dissolution (the “Plan of Sale”) that will allow the Seritage Board
to sell all of the Company’s assets, distribute the net proceeds to
shareholders and dissolve the Company. Importantly, the Plan of
Sale will increase the universe of potential buyers by allowing
Seritage and potential buyers to enter into and complete value
maximizing transactions without subjecting any such transaction to
the delay and conditionality associated with having to seek and
obtain shareholder approval.
“The Special Committee, the Board and the management team all
believe that, given the diversified nature of our portfolio,
pursuing multiple transactions with different potential buyers for
assets or groups of assets may present the best opportunity to
maximize shareholder value,” said Andrea Olshan, Chief Executive
Officer and President. “We are confident that implementing the Plan
of Sale will create a more competitive sale process and will best
position us to maximize shareholder value as we continue our
strategic review.”
The affirmative vote of at least two-thirds of all outstanding
common shares of the Company is required to approve the Plan of
Sale. Edward Lampert, Seritage Growth Properties’ former Chairman,
has entered into a Voting and Support Agreement under which he has
exchanged his equity interest in the Company’s Operating
Partnership, Seritage Growth Properties, L.P., for Class A common
shares and agreed to vote his shares in favor of the Plan of Sale.
As of July 6, 2022, after giving effect to the exchange of his
Operating partnership interests, Mr. Lampert owns approximately
29.1% of the Company’s outstanding Class A common shares.
The strategic review process remains ongoing, and the Company
remains open-minded to pursuing the right value maximizing
alternatives, including a potential sale of the Company, while
continuing to deliver on the Company’s business plans to drive
shareholder value. There can be no assurance that the review
process will result in any transaction or any strategic change at
this time.
Appointment of Adam Metz as Chairman of the Seritage
Board
Seritage also announced that the Board has appointed Adam Metz
as Chairman of the Seritage Board of Trustees. Mr. Metz, who was
appointed to the Seritage Board in March 2022, is a former Managing
Director and head of International Real Estate at Carlyle Group and
brings extensive transactional experience and significant real
estate expertise. He also currently serves on the Board’s Audit
Committee as well as the Special Committee of the Board overseeing
the strategic review process.
Forward Looking Statements
This document contains forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements
relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. In some cases,
you can identify forward-looking statements by the use of
forward-looking terminology such as “may,” “should,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” or “potential” or the negative of these words and
phrases or similar words or phrases that are predictions of or
indicate future events or trends and that do not relate solely to
historical matters. Forward-looking statements involve known and
unknown risks, uncertainties, assumptions and contingencies, many
of which are beyond the Company’s control, which may cause actual
results to differ significantly from those expressed in any
forward-looking statement. Factors that could cause or contribute
to such differences include, but are not limited to: declines in
retail, real estate and general economic conditions; the impact of
the COVID-19 pandemic on the business of the Company’s tenants and
business, income, cash flow, results of operations, financial
condition, liquidity, prospects, ability to service the Company’s
debt obligations and ability to pay dividends and other
distributions to shareholders, the Company’s historical exposure to
Sears Holdings and the effects of its previously announced
bankruptcy filing; the litigation filed against us and other
defendants in the Sears Holdings adversarial proceeding pending in
bankruptcy court; risks relating to redevelopment activities;
contingencies to the commencement of rent under leases; the terms
of the Company’s indebtedness and other legal requirements to which
the Company is subject; failure to achieve expected occupancy
and/or rent levels within the projected time frame or at all; the
impact of ongoing negative operating cash flow on the Company’s
ability to fund operations and ongoing development; the Company’s
ability to access or obtain sufficient sources of financing to fund
the Company’s liquidity needs; the Company’s relatively limited
history as an operating company; and environmental, health, safety
and land use laws and regulations. For additional discussion of
these and other applicable risks, assumptions and uncertainties,
see the “Risk Factors” and forward-looking statement disclosure
contained in the Company’s filings with the Securities and Exchange
Commission (SEC), including the Company’s preliminary proxy
statement filed with the SEC on July 7, 2022, the Company’s annual
report on Form 10-K for the year ended December 31, 2021 and in
Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for
the three months ended March 31, 2022. While the Company believes
that its forecasts and assumptions are reasonable, the Company
cautions that actual results may differ materially. The Company
intends the forward-looking statements to speak only as of the time
made and do not undertake to update or revise them as more
information becomes available, except as required by law.
About Seritage Growth Properties
Seritage is principally engaged in the ownership, development,
redevelopment, management and leasing of retail and mixed-use
properties throughout the United States. As of March 31, 2022, the
Company’s portfolio consisted of interests in 161 properties
comprised of approximately 19.0 million square feet of gross
leasable area ("GLA") or build-to-suit leased area, approximately
600 acres held for or under development and approximately 8.8
million square feet or approximately 740 acres to be disposed of.
The portfolio consists of approximately 15.2 million square feet of
GLA held by 136 wholly owned properties (such properties, the
“Consolidated Properties”) and 3.8 million square feet of GLA held
by 25 unconsolidated entities (such properties, the “Unconsolidated
Properties”).
Important Information
On July 7, 2022, Seritage Growth Properties (the “Company’s)
filed a preliminary proxy statement and form of proxy card with the
SEC in connection with the solicitation of proxies for the
Company’s 2022 Annual Meeting of shareholders (the “Proxy
Statement” and such meeting the “Annual Meeting”). The Company, its
directors and certain of its executive officers will be
participants in the solicitation of proxies from shareholders in
respect of the Annual Meeting. Information regarding the names of
the Company’s directors and executive officers and their respective
interests in the Company by security holdings or otherwise is set
forth in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and shareholders will
be able to obtain a copy of the definitive Proxy Statement, when it
becomes available, and other documents filed by the Company free of
charge from the SEC’s website, www.sec.gov. The Company’s
shareholders will also able to obtain, without charge, a copy of
the definitive Proxy Statement, when it becomes available, and
other relevant filed documents by directing a request by mail to
Seritage Growth Properties, 500 Fifth Avenue, Suite 1530, New York,
NY 10110, or from the Company’s website,
https://www.seritage.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20220707005823/en/
Investor Contact: Seritage Growth Properties Investor
Relations (212) 355-7800 Media Contact: Jon Keehner / Andrew
Siegel Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449
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