ATLANTA, Jan. 30, 2015 /PRNewswire/ -- Roberts Realty
Investors, Inc. (NYSE MKT: RPI) (the "Company") announces that
today it closed the transactions contemplated by the previously
announced stock purchase agreement with A-III Investment Partners
LLC ("A-III"), a joint venture between affiliates of Avenue Capital
Group and C-III Capital Partners LLC, which is controlled by Island
Capital Group LLC.
In conjunction with the closing, the Company's name is being
changed to ACRE Realty Investors Inc., and the name of the
Company's operating partnership is being changed to ACRE Realty
LP. On Monday, February 2,
2015, the Company's common stock will commence trading under
the new ticker symbol "AIII" (NYSE MKT: AIII). The principal
office of the Company has been moved to 399 Park Avenue,
6th Floor, New York, New
York 10022.
At the closing, A-III purchased 8,450,704 shares of the
Company's common stock at a purchase price of $1.42 per share, for an aggregate purchase price
of $12 million, and the Company
issued to A-III warrants to purchase up to an additional 26,760,563
shares of the Company's common stock at an exercise price of
$1.42 per share ($38 million in the aggregate). The purchase
price per share and the exercise price of the warrants are subject
to a potential post-closing adjustment upon completion of the sale
of the Company's four existing land parcels, which could result in
the issuance of additional shares of common stock to A-III and an
increase in the number of shares of common stock issuable upon
exercise of the warrants.
The transaction was approved by the Company's shareholders at a
special meeting of shareholders on January
22, 2015. As a result of the transaction, A-III is now
the largest shareholder of the Company, owning approximately 47% of
the Company's outstanding shares of common stock, or approximately
40% on a diluted basis assuming conversion of the outstanding units
of limited partnership interest in the Company's operating
partnership into Company common stock and assuming no exercise of
the warrants.
Immediately following the closing, the Company's Board of
Directors was expanded from five to seven members, and its
composition was changed as a result of the resignations of
Weldon R. Humphries, William Jarell Jones, John L. Davis and Charles R. Elliott and the appointments of
Edward Gellert, Robert C. Lieber, Bruce
D. Frank, Robert G. Koen,
Robert L. Loverd and Kyle Permut to fill the vacancies.
Charles S. Roberts, who is
continuing on the Board, resigned as Chairman, and Edward Gellert was appointed as the new
Chairman. Messrs. Gellert and Lieber are affiliated with
A-III, and Messrs. Frank, Koen, Loverd and Permut are independent
directors.
The Company is now externally managed by A-III Manager LLC,
which is a wholly-owned subsidiary of A-III, pursuant to a
management agreement between the Company and A-III Manager that was
executed at the closing. A-III Manager has appointed the
following persons as the new executive officers of the Company:
Edward Gellert is Chief Executive
Officer and President; Robert
Gellert is Executive Vice President, Chief Operating Officer
and Treasurer; Gregory Simon is
Executive Vice President, General Counsel and Secretary;
Mark Chertok is Chief Financial
Officer; and Mr. Roberts is now Executive Vice President. Mr.
Roberts will be responsible for overseeing the sale of the four
land parcels currently owned by the Company.
A-III's financial advisor was The CenterCap Group, LLC. A-III
was represented by Hunton & Williams LLP. The Company was
represented by Nelson Mullins Riley
& Scarborough LLP and Alston & Bird LLP.
The above description of the closing and related matters is only
a summary, and you are encouraged to read the Company's Current
Report on Form 8-K, which the Company intends to file shortly after
this press release is issued and which will be available free of
charge at the SEC's website at www.sec.gov. The management
agreement and the other agreements entered into at closing will be
filed as exhibits to that Form 8-K.
Additional information about the Company, including links to SEC
filings, will be available on the Company's new website at
www.acrerealtyinvestors.com, which is expected to go live the week
of February 2, 2015. In
addition, you may now contact the Company at 212-878-3504.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/roberts-realty-investors-inc-closes-investment-by-affiliate-of-avenue-capital-group-and-island-capital-group-300028701.html
SOURCE Roberts Realty Investors, Inc.