Delaware Court of Chancery Rules in Favor of Whitestone
2024年1月26日 - 6:30AM
In Whitestone REIT Operating Partnership, L.P. (“Whitestone”) v
Pillarstone Capital REIT (“Pillarstone”), the Delaware Court of
Chancery issued a ruling today in Whitestone’s favor with the
following findings:
- Whitestone proved that
Pillarstone’s adoption of the Rights Agreement (“Poison Pill”)
breached the implied covenant of good faith and fair dealing and
caused Whitestone harm.
- That Whitestone may proceed to
serve a notice of redemption for some or all of its units without
fear of damaging repercussions.
- That once redemption has occurred
and Pillarstone has assigned a current value to the partnership’s
assets, the Court of Chancery will enter a monetary judgement
against Pillarstone for the difference between the amount
Whitestone would have received in or around December 2021
($51,200,600 + interest) and the current value.
With the Poison Pill constructed by
Pillarstone’s trustees Dennis Chookaszian, Kathy Jassem, Paul
Lambert, and former Whitestone executives James Mastandrea and John
Dee declared unenforceable today, Whitestone served Pillarstone
with a notice of redemption for all of its units. The limited
partnership agreement provides Whitestone with an express right to
exit its investment by tendering a notice of redemption and Capital
Pillarstone REIT Operating Partnership L.P. has 30 days to
determine a current value.
Whitestone REIT’s management anticipates they
will be able to provide further updates on the path to monetizing
Whitestone’s investment in Pillarstone REIT Operating Partnership
L.P. on their 4th quarter earnings call on March 7, 2024. The
ultimate value Whitestone receives from monetization may be
different than the court’s monetary judgement, depending on the
value of the assets.
The full ruling can found here.
This ruling is preceded by a Harris County
District Court Judgment dismissing all claims by former Whitestone
CEO, James Mastandrea, filed against Whitestone, members of the
Board of Trustees, and management related to the termination of his
employment for cause. A full press release related to this ruling
was issued on December 11, 2023.
About Whitestone REIT
Whitestone REIT (NYSE: WSR) is a
community-centered real estate investment trust (REIT) that
acquires, owns, operates, and develops open-air, retail centers
located in some of the fastest growing markets in the country:
Phoenix, Austin, Dallas-Fort Worth, Houston and San
Antonio.
Our centers are convenience focused:
merchandised with a mix of service-oriented tenants providing food
(restaurants and grocers), self-care (health and fitness), services
(financial and logistics), education and entertainment to the
surrounding communities. The Company believes its strong community
connections and deep tenant relationships are key to the success of
its current centers and its acquisition strategy. For additional
information, please visit the Company's investor relations
website.
Forward-Looking Statements
This Report contains forward-looking statements
within the meaning of the federal securities laws, including
discussion and analysis of our financial condition, pending
acquisitions and the impact of such acquisitions on our financial
condition and results of operations, anticipated capital
expenditures required to complete projects, amounts of anticipated
cash distributions to our shareholders in the future and other
matters. These forward-looking statements are not historical facts
but are the intent, belief or current expectations of our
management based on its knowledge and understanding of our business
and industry. Forward-looking statements are typically identified
by the use of terms such as “may,” “will,” “should,” “potential,”
“predicts,” “anticipates,” “expects,” “intends,” “plans,”
“believes,” “seeks,” “estimates” or the negative of such terms and
variations of these words and similar expressions, although not all
forward-looking statements include these words. These statements
are not guarantees of future performance and are subject to risks,
uncertainties and other factors, some of which are beyond our
control, are difficult to predict and could cause actual results to
differ materially from those expressed or forecasted in the
forward-looking statements.
Factors that could cause actual results to
differ materially from any forward-looking statements made in this
Report include: the imposition of federal income taxes if we fail
to qualify as a real estate investment trust (“REIT”) in any
taxable year or forego an opportunity to ensure REIT status;
uncertainties related to the national economy, the real estate
industry in general and in our specific markets; legislative or
regulatory changes, including changes to laws governing REITs;
adverse economic or real estate developments or conditions in Texas
or Arizona, Houston and Phoenix in particular, including the
potential impact of COVID-19 on our tenants’ ability to pay their
rent, which could result in bad debt allowances or straight-line
rent reserve adjustments; inflation and increases in interest
rates, operating costs or general and administrative expenses;
availability and terms of capital and financing, both to fund our
operations and to refinance our indebtedness as it matures;
decreases in rental rates or increases in vacancy rates; litigation
risks; lease-up risks, including leasing risks arising from
exclusivity and consent provisions in leases with significant
tenants; our inability to renew tenant leases or obtain new tenant
leases upon the expiration of existing leases; our inability to
generate sufficient cash flows due to market conditions,
competition, uninsured losses, changes in tax or other applicable
laws; geopolitical conflicts, such as the ongoing conflict between
Russia and Ukraine; the need to fund tenant improvements or other
capital expenditures out of operating cash flow; and the risk that
we are unable to raise capital for working capital, acquisitions or
other uses on attractive terms or at all and other factors detailed
in the Company's most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and other documents the Company files with the
Securities and Exchange Commission from time to time.
Investor and Media Contact:
David MordyDirector of Investor RelationsWhitestone REIT(713)
435-2219ir@whitestonereit.com
Whitestone REIT (NYSE:WSR)
過去 株価チャート
から 5 2024 まで 6 2024
Whitestone REIT (NYSE:WSR)
過去 株価チャート
から 6 2023 まで 6 2024