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, announced today the
expiration of the “go-shop” period set forth in the previously
announced definitive merger agreement, dated September 15, 2022,
with affiliates of GIC, a global institutional investor, and Oak
Street, a Division of Blue Owl (the “merger agreement”). Under the
terms of the merger agreement, GIC and funds managed by Oak Street
have agreed to acquire all the outstanding shares of the Company’s
common stock for $32.25 per share in an all-cash transaction valued
at approximately $14 billion. The “go-shop” period expired at 11:59
p.m. (Eastern time) on October 15, 2022.
During the “go-shop” period, at the direction of the Company’s
board of directors, representatives of Evercore and Goldman Sachs
& Co. LLC, financial advisors to the Company, actively
solicited acquisition proposals from 15 potentially interested
third parties. To date, none of the third parties contacted by the
Company or its financial advisors, or any other third parties, have
made an acquisition proposal following the execution of the merger
agreement.
Upon expiration of the go-shop period, the Company became
subject to customary “no-shop” provisions that limit the Company’s
ability to negotiate acquisition proposals with, or provide
non-public information to, third parties, subject to exceptions
specified in the merger agreement.
The transaction is expected to close in the first quarter of
2023, subject to approval by the Company’s stockholders and the
satisfaction of certain other customary closing conditions.
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.
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.
Additional Information and Where to Find It
In connection with the proposed transaction pursuant to the
merger agreement, 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
This release 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,” “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 are
subject to numerous known and unknown risks, uncertainties,
assumptions and changes in circumstances, many of which are beyond
the control of the Company, 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 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
management from ongoing business operations; the risk of
unanticipated difficulties or expenditures relating to the proposed
transaction, including potential difficulties with the Company’s
ability to retain employees and maintain relationships with
customers and other third parties; risks related to the outcome of
any stockholder litigation in connection with the proposed
transaction; and other effects relating to any further
announcements regarding the proposed transaction on the market
price of the Company’s common stock.
While forward-looking statements reflect the Company’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 disclaims 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.
WEST300302037.2
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version on businesswire.com: https://www.businesswire.com/news/home/20221017005304/en/
STORE Capital Matthew Sherman / Jon Keehner / Kara
Brickman Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
Grafico Azioni STORE Capital (NYSE:STOR)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni STORE Capital (NYSE:STOR)
Storico
Da Gen 2024 a Gen 2025
