Seeks shareholder approval of sale plan unanimously recommended by Seritage board
appoints Adam Metz as Chairman of Seritage’s Board of Directors
NEW YORK, July 07, 2022–(BUSINESS WIRE)–Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of 161 commercial, residential and mixed-use properties, today filed its preliminary proxy documents with of the U.S. Securities and Exchange Commission (“SEC”) in connection with the company’s 2022 annual meeting of shareholders.
As part of its previously announced review of strategic alternatives, Seritage’s Board of Directors unanimously recommends that the Company’s shareholders vote at the annual meeting to approve a proposed plan to sell Seritage’s assets and of Dissolution (the “Sale Plan”) which will permit the Board of Seritage to sell all of the assets of the Company, distribute the net proceeds to shareholders and dissolve the Company. Importantly, the Sale Plan will increase the universe of potential buyers by allowing Seritage and potential buyers to enter into and close value-maximizing transactions without subjecting such a transaction to the timing and conditionality associated with the need to seek and obtain shareholder approval.
“The Special Committee, the Board of Directors and the management team all believe that, given the diversified nature of our portfolio, pursuing multiple transactions with different potential buyers of assets or groups of assets may present the best opportunity to maximize shareholder value,” said Andrea Olshan. , CEO and President. “We are confident that the implementation of the sales plan will create a more competitive sales process and 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 sale plan. Edward Lampert, former chairman of the board of Seritage Growth Properties, has entered into a voting and support agreement under which he exchanged his stake in the company’s operating partnership, Seritage Growth Properties, LP, for common stock Class A shares and has agreed to vote its shares in favor of the Plan of Sale. As of July 6, 2022, after taking into account the exchange of his interests in the operating partnership, Mr. Lampert owned approximately 29.1% of the Company’s outstanding Class A common shares.
The strategic review process continues and the Company remains open to pursuing the right value maximizing alternatives, including a potential sale of the Company, while continuing to execute the Company’s business plans to generate shareholder value. There can be no assurance that the review process will result in any transaction or strategic change at this time.
Appointment of Adam Metz as Chairman of the Board of Seritage
Seritage also announced that the Board of Directors has appointed Adam Metz as Chairman of Seritage’s Board of Directors. Mr. Metz, who was appointed to Seritage’s Board of Directors 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 sits on the board’s audit committee as well as the special board committee that oversees the strategic review process.
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 regarding matters that are not historical facts. In some cases, you can identify forward-looking statements by using forward-looking words such as “may”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”. “, “estimates”, “predicts” or “potential” or the negative form of these words and expressions or similar words or expressions which are predictions or indicate future events or trends and which 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 could cause actual results to differ materially from those expressed in any forward-looking statement. 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 p andemia of COVID-19 on tenants’ businesses and the Company’s businesses, revenues, cash flows, results of operations, financial condition, liquidity, prospects, ability to service debts of the Company and its 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; litigation brought against us and other defendants in Sears Holdings’ adversarial proceedings pending in bankruptcy court; risks related to redevelopment activities; contingencies at 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 forecast occupancy and/or rent levels on schedule or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund ongoing operations and 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 a further discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statements contained in the Company’s filings with the Securities and Exchange Commission (SEC), including the 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 fiscal year ended December 31, 2021 and in Part II, Item 1A of the Quarterly Report of the Company on Form 10-Q for the three months ended March 31, 2022 While the Company believes its forecasts and assumptions to be reasonable, the Company cautions that actual results may differ materially. The Company intends that forward-looking statements speak only as of the date they are made and does not undertake to update or revise them as more information becomes available, except as required by law. requires it.
About Serage Growth Properties
Seritage is primarily engaged in the ownership, development, redevelopment, management and leasing of commercial and mixed-use properties across the United States. As of March 31, 2022, the Company’s portfolio consisted of interests in 161 properties comprising approximately 19.0 million square feet of gross leasable area (“GLA”) or custom leased area, approximately 600 acres held for or in progress of development and approximately 8.8 million square feet or approximately 740 acres to dispose of. The portfolio consists of approximately 15.2 million square feet of GLA held by 136 wholly-owned properties (these properties, the “Consolidated Properties”) and 3.8 million square feet of GLA held by 25 non- Consolidated Properties (these properties, the “Unconsolidated Properties”).
On July 7, 2022, Seritage Growth Properties (the “Company”) filed a preliminary proxy statement and form of proxy with the SEC in connection with the solicitation of proxies for the 2022 annual meeting of shareholders of the Company (the “Proxy Statement” and the “Annual Meeting”). The Company, its directors and certain of its executive officers will participate in the solicitation of proxies from shareholders with respect to the annual meeting. Information regarding the names of the directors and executive officers of the Company and their interests in the Company by title or otherwise is set forth in the Proxy Circular. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS IN THE COMPANY ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR PROVIDED TO THE SEC, INCLUDING THE PROXY STATEMENT AND ANY SUPPLEMENTS THEREOF AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement, free of charge, when it becomes available, and other documents filed by the Company at the SEC’s website, www.sec.gov. Shareholders of the Company may also obtain, free of charge, a copy of the definitive proxy statement, when available, and other relevant filings by mailing a request to Seritage Growth Properties, 500 Fifth Avenue , Suite 1530, New York, NY 10110, or on the Company’s website, https://www.seritage.com.
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