STORE Capital Stockholders to Receive $32.25
Per Share in Cash
STORE Capital Corporation (NYSE: STOR, “STORE Capital” or the
“Company”), an internally managed net-lease real estate investment
trust (REIT) that invests in Single Tenant
Operational Real Estate, and GIC, a global
institutional investor in partnership with Oak Street, a Division
of Blue Owl, one of the largest net lease investors, today
announced that they have entered into a definitive agreement under
which GIC and funds managed by Oak Street will acquire STORE
Capital in an all-cash transaction valued at approximately $14
billion.
Under the terms of the definitive merger agreement, STORE
Capital stockholders will receive $32.25 per share in cash, which
represents a premium of 20.4% to STORE Capital’s closing stock
price as of September 14, 2022 and a premium of 17.8% to the 90-day
volume weighted average stock price through that date.
“This all-cash transaction delivers a meaningful premium that
provides immediate and certain value for our stockholders in a
challenging market environment, while positioning the Company, its
customers and its partners for continued success,” said Tawn Kelly,
Chairman of the Board of Directors of STORE Capital. “I would like
to extend my thanks to the entire Board and management team for
their hard work during this process, and for their unwavering
commitment to acting in the best interests of our
stockholders.”
“We are pleased to partner with GIC and Oak Street to deliver
what we believe is an excellent outcome for our stockholders,” said
Mary Fedewa, President and Chief Executive Officer of STORE
Capital. “This opportunity is an endorsement, by two leading real
estate investors with significant access to capital, of the
strength of our platform, our experienced leadership team and our
disciplined investment approach. We look forward to continuing to
grow and support our customers.”
“As one of the largest dedicated U.S. net lease real estate
companies in a nearly US$4 trillion-dollar market, STORE Capital is
a strong addition to GIC’s diverse portfolio of U.S. real estate
investments,” said Adam Gallistel, Head of Americas Real Estate,
GIC. “We are confident the Company will continue its trajectory of
accretive growth by meeting the demand for long-term financing
solutions from middle market U.S. companies. We look forward to
working closely with STORE Capital and our partners at Oak Street
to grow this platform over the long term.”
“As a global long-term investor, GIC seeks to invest in
best-in-class businesses with strong long-term growth potential,”
said Lee Kok Sun, Chief Investment Officer of Real Estate, GIC. “We
are thrilled to lead this investment in STORE Capital given its
impressive cash flow profile, long-weighted average lease term and
highly diversified portfolio with strong rent coverage.”
“We are extremely excited to invest together with a like-minded
and thoughtful partner in GIC,” said Marc Zahr, President of Oak
Street. “We believe the STORE Capital platform complements Oak
Street’s exposure to the triple-net industry and our focus on
sale-leasebacks. The potential scale of this combination and
partnership can deliver one of the most diversified, unique and
long dated net lease platforms across the globe.”
Timing and Approvals
The transaction, which was unanimously approved by the STORE
Capital Board of Directors, is expected to close in the first
quarter of 2023, subject to approval by STORE Capital’s
stockholders and the satisfaction of certain other customary
closing conditions. The closing of the transaction is not subject
to any financing conditions.
The definitive merger agreement includes a 30-day “go-shop”
period that will expire on October 15, 2022, which permits STORE
Capital and its representatives to actively solicit and consider
alternative acquisition proposals. There can be no assurance that
this process will result in a superior proposal, and the Company
does not intend to disclose developments with respect to the
go-shop process unless and until it determines such disclosure is
appropriate or is otherwise required.
Under the terms of the definitive merger agreement, STORE
Capital will declare and pay its third quarter cash dividend in the
ordinary course. Thereafter, the Company has agreed to suspend
payment of any further regular quarterly dividends through the
closing.
Subject to and upon completion of the transaction, STORE
Capital’s common stock will no longer be listed on the New York
Stock Exchange.
Advisors
Evercore and Goldman Sachs & Co. LLC are acting as financial
advisors to STORE Capital, and DLA Piper LLP (US) is acting as its
legal counsel. Eastdil Secured Advisors LLC and Citigroup Global
Markets Inc. are acting as financial advisors to GIC and Oak
Street. Skadden, Arps, Slate, Meagher & Flom LLP is acting as
legal counsel to GIC and Kirkland & Ellis LLP is acting as
legal counsel to Oak Street.
About STORE Capital
STORE Capital is an internally managed net-lease REIT that is a
leader in the acquisition, investment and management of Single
Tenant Operational Real Estate, which is its target market and the
inspiration for its name. STORE Capital is one of the largest and
fastest growing net-lease REITs and owns a large, well-diversified
portfolio that consists of investments in more than 3,000 property
locations across the United States, substantially all of which are
profit centers. Additional information about STORE Capital can be
found on its website at www.storecapital.com.
About GIC
GIC is a leading global investment firm established in 1981 to
secure Singapore's financial future. As the manager of Singapore's
foreign reserves, GIC takes a long-term, disciplined approach to
investing, and is uniquely positioned across a wide range of asset
classes and active strategies globally. These include equities,
fixed income, real estate, private equity, venture capital, and
infrastructure. The firm's long-term approach, multi-asset
capabilities, and global connectivity enable them to be an investor
of choice. GIC seeks to add meaningful value to its investments.
Headquartered in Singapore, GIC has a global talent force of over
1,900 people in 11 key financial cities and has investments in over
40 countries. Further information is available at
https://www.gic.com.sg.
About Oak Street, a Division of Blue Owl
Oak Street, a division of Blue Owl, is a real estate investment
firm focused on acquiring properties net-leased to investment grade
and creditworthy tenants. Oak Street specializes in providing
flexible capital solutions to a variety of organizations including
corporations, healthcare systems, universities and government
entities. Oak Street has $16.6 billion in assets under management
as of June 30, 2022. Blue Owl is a global alternative asset manager
with $119 billion in assets under management as of June 30, 2022.
Anchored by a strong permanent capital base, the firm deploys
private capital across Direct Lending, GP Solutions and Real Estate
strategies on behalf of Institutional and Private Wealth clients.
Blue Owl's flexible, consultative approach helps position the firm
as a partner of choice for businesses seeking capital solutions to
support their sustained growth. For more information, please visit
us at www.blueowl.com.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will
file with the Securities and Exchange Commission (“SEC”) a proxy
statement on Schedule 14A. Promptly after filing its definitive
proxy statement with the SEC, the Company will mail the definitive
proxy statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION
THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The definitive proxy statement, the preliminary proxy
statement and any other documents filed by the Company with the SEC
(when available) may be obtained free of charge at the SEC’s
website at www.sec.gov or by accessing the Investor Relations
section of the Company’s website at https://ir.storecapital.com or
by contacting the Company’s Investor Relations by email at
info@storecapital.com.
Participants in the Solicitation
The Company and its directors and certain of its executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders with respect to the
proposed transaction. Information about the Company’s directors and
executive officers and their ownership of the Company’s securities
is set forth in the Company’s proxy statement on Schedule 14A for
its 2022 annual meeting of stockholders, filed with the SEC on
April 14, 2022, and subsequent documents filed with the SEC.
Additional information regarding the identity of participants in
the solicitation of proxies, and a description of their direct or
indirect interests in the proposed transaction, by security
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the
proposed transaction when they become available.
Cautionary Statement Regarding Forward Looking
Statements
Some of the statements contained in this release constitute
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,” “will,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” or
“potential” or the negative of these words and phrases or similar
words or phrases which are predictions of or indicate future events
or trends and which do not relate solely to historical matters. You
can also identify forward-looking statements by discussions of
strategy, plans or intentions.
The forward-looking statements contained in this release reflect
the Company’s, GIC’s and Oak Street’s current views about future
events and are subject to numerous known and unknown risks,
uncertainties, assumptions and changes in circumstances, many of
which are beyond the control of the Company, GIC and Oak Street,
that may cause actual results and future events to differ
significantly from those expressed in any forward-looking
statement, which risks and uncertainties include, but are not
limited to: the ability to complete the proposed transaction on the
proposed terms or on the anticipated timeline, or at all, including
risks and uncertainties related to securing the necessary
stockholder approval and satisfaction of other closing conditions
to consummate the proposed transaction; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement relating to the proposed
transaction; risks that the proposed transaction disrupts the
Company’s current plans and operations or diverts the attention of
the Company’s management or employees from ongoing business
operations; the risk of potential difficulties with the Company’s
ability to retain and hire key personnel and maintain relationships
with customers and other third parties as a result of the proposed
transaction; the failure to realize the expected benefits of the
proposed transaction; the risk that the proposed transaction may
involve unexpected costs and/or unknown or inestimable liabilities;
the risk that the Company’s business may suffer as a result of
uncertainty surrounding the proposed transaction; the risk that
stockholder litigation in connection with the proposed transaction
may affect the timing or occurrence of the proposed transaction or
result in significant costs of defense, indemnification and
liability; effects relating to the announcement of the transaction
or any further announcements or the consummation of the transaction
on the market price of the Company’s common stock.
While forward-looking statements reflect the Company’s, GIC’s
and Oak Street’s good faith beliefs, they are not guarantees of
future performance or events. Any forward-looking statement speaks
only as of the date on which it was made. The Company, GIC and Oak
Street disclaim any obligation to publicly update or revise any
forward-looking statement to reflect changes in underlying
assumptions or factors, of new information, data or methods, future
events or other changes. For a further discussion of these and
other factors that could cause the Company’s future results to
differ materially from any forward-looking statements, see the
section entitled “Risk Factors” in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2021, filed with the SEC
on February 25, 2022, as updated by the Company’s subsequent
periodic reports filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220915005493/en/
STORE Capital Matthew Sherman / Jon Keehner / Kara
Brickman Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
GIC Katy Conrad 212-856-2407
Matthew Sherman / Jon Keehner / Kara Brickman Joele Frank,
Wilkinson Brimmer Katcher 212-355-4449
Oak Street David Wells / Nick Theccanat Prosek Partners
Pro-blueowl@prosek.com
Grafico Azioni STORE Capital (NYSE:STOR)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni STORE Capital (NYSE:STOR)
Storico
Da Dic 2023 a Dic 2024
