Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

WHITESTONE REIT

(Name of Issuer)

Common Shares of Beneficial Interest, $0.001 par value per share

(Title of Class of Securities)

966084204

(CUSIP Number)

David Bramble

2002 Clipper Park Rd. Suite 105

Baltimore, MD 21211

(410) 340-1665

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 9, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 966084204

1	Name of Reporting Person MCB PR Capital LLC
2	Check the Appropriate Box if a Member of a Group (A): o (B): o
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7	Sole Voting Power 0
		8	Shared Voting Power 4,690,000 shares, all of which are directly owned by MCB PR Capital LLC, a Delaware limited liability company (“MCB”). MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”) is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB. P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power See response to Row 8.
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,690,000 Common Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 9.4%
14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 966084204

1	Name of Reporting Person MCB Acquisitions Manager LLC
2	Check the Appropriate Box if a Member of a Group (A): o (B): o
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Maryland
Number of Shares Beneficially Owned by Each Reporting Person with		7	Sole Voting Power 0
		8	Shared Voting Power 4,690,000 shares, all of which are directly owned by MCB PR Capital LLC, a Delaware limited liability company (“MCB”). MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”) is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB. P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power See response to Row 8.
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,690,000 Common Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 9.4%
14	Type of Reporting Person OO

CUSIP No. 966084204

1	Name of Reporting Person P. David Bramble
2	Check the Appropriate Box if a Member of a Group (A): o (B): o
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person with		7	Sole Voting Power 0
		8	Shared Voting Power 4,690,000 shares, all of which are directly owned by MCB PR Capital LLC, a Delaware limited liability company (“MCB”). MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”) is the sole Manager of MCB and has the sole right to make any and all decisions and take any and all actions on behalf of MCB and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB. P. David Bramble is the sole member of Acquisitions with full control of Acquisitions and may therefore be deemed to indirectly beneficially own the shares of the Issuer directly owned by MCB.
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power See response to Row 8.
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,690,000 Common Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 9.4%
14	Type of Reporting Person IN

Explanatory Note

This statement constitutes Amendment No. 1 to the Schedule 13D relating to the common shares of beneficial interest, $0.001 par value per share (the “Common Shares”), of Whitestone REIT, a Maryland real estate investment trust (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on June 3, 2024 (the “Schedule 13D”). Except as specifically amended and supplemented by this Amendment No. 1, the Schedule 13D remains in full force and effect.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following:

On October 9, 2024, MCB Real Estate sent a letter to the Board of Trustees of the Issuer pursuant to which MCB Real Estate increased its proposal to acquire all of the outstanding Common Shares of the Issuer, including all of the outstanding common partnership interests in Whitestone REIT Operating Partnership, L.P., to a price of $15.00 per share (the “Revised Proposal”). Prior to the Revised Proposal and following delivery by MCB Real Estate of its previously disclosed Proposal, the Chief Executive Officer of the Issuer informed MCB Real Estate of the Issuer’s Board of Trustees’ decision to reject the Proposal. Following this decision and communication from the Chief Executive Officer, the Issuer has refused to engage in discussions with MCB Real Estate regarding a potential transaction.

The foregoing description of the Revised Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Proposal, which is attached hereto as Exhibit 7.02, and is incorporated herein by reference.

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended to add the following:

Exhibit 7.02

Proposal from MCB to the Board of Trustees of the Issuer, dated as of October 9, 2024

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 9, 2024

	/s/ P. David Bramble
	David Bramble, Individually, and

	On behalf of MCB Acquisitions Manager LLC, as the sole member of MCB Acquisitions Manager LLC

	On behalf of MCB PR Capital LLC, as the sole manager of MCB PR Capital LLC

Exhibit 7.02

2002 Clipper Park Rd. Suite 105 | Baltimore, MD 21211

dbramble@mcbrealestate.com

(410) 662-0105

October 9, 2024

Via Email

Board of Trustees

C/O David K. Holeman

Whitestone REIT

2600 S. Gessner Rd, Suite 500

Houston, TX 77063

Dear Whitestone REIT Board of Trustees:

As a follow-up to our conversations following the MCB Real Estate (“MCB” or “we”) offer to acquire Whitestone REIT (“Whitestone” or the “Company”), submitted on June 3, 2024, and based on feedback we received from Whitestone shareholders, MCB is hereby increasing its offer to acquire all of the outstanding common shares of Whitestone, including all of the outstanding common partnership interests (“OP Units”) in Whitestone REIT Operating Partnership, L.P. (the “OP”), to a price of $15.00 per share (the “Revised Proposal”).

The improved $15.00 per share all-cash proposal provides compelling and certain value to Whitestone shareholders, representing a 14.5% premium to Whitestone’s share price as of June 3, 2024, the last trading day prior to the disclosure of our previous proposal, and a 11.4% premium to Whitestone’s last trading share price. In addition, relative to the Whitestone share price prior to the rumored Fortress offer, our $15.00 per share proposal represents a 61.8% premium. Whitestone has not closed above $15.00 per share since 2016. As the third largest Whitestone shareholder and largest actively managed shareholder, with 4,690,000 shares representing 9.4% of Whitestone’s common shares, our interests are aligned with other shareholders. We are focused on maximizing shareholder value and are confident that this proposal is the most compelling opportunity to achieve that goal.

Over the past few months since the initial proposal was disclosed on June 3, 2024, Whitestone’s stock has noticeably underperformed its Peers¹, still trading at approximately the same level as when MCB submitted the previous proposal.

•

Whitestone’s share price has increased 2.8% since our initial proposal was disclosed on June 3, 2024, while Peer share prices have risen 17.7% (see Figure 1).

¹Peers defined as AKR, BRX, FRT, IVT, KIM, KRG, PECO, REG, ROIC, UE.

•

Whitestone’s share price has decreased 2.4% since the report of its second quarter 2024 earnings results, while Peer share prices have increased 4.0%.

•

Whitestone’s current 12.8x consensus NTM FFO multiple is 2.3 multiple turns lower than the Peers. This multiple discount is consistent with historical averages and has expanded significantly from the 0.4 multiple turns discount at the time of the previous proposal. The trading discount is reflective of Whitestone’s small capitalization and trading float, limited growth prospects and weaker overall asset quality relative to the Peer group.

Figure 1: WSR Share Price Performance vs. Peers Since MCB Initial Proposal (6/3/2024)

Source: Factset, S&P CapIQ Pro. Market data as of 10/8/2024.

Whitestone is burdened with a cost of capital disadvantage relative to its public and private peers. MCB believes that the Company is trading at a cap rate, based on last twelve months NOI of approximately $102 million, of 7.7%. The Company’s cost of borrowing, based on its corporate credit facility, is SOFR+1.70%, which equates to a borrowing rate above 6.5% with today’s SOFR rate. In addition, to preserve capital for growth initiatives, the Company cut its dividend in April 2020 and has a lower dividend yield than the majority of Peers, which will also continue to limit future share price appreciation due to the lack of support from retail and income-oriented investors. The expensive cost of equity and cost of borrowing make it a challenge for Whitestone to raise any new capital to fund acquisitions, developments or redevelopments, or tenant buyouts and asset repositioning. These are the fundamental drivers of value creation for shareholders and illustrate why the Company should not remain public.

Since making our initial proposal, we’ve heard from a number of shareholders that they are supportive of a potential transaction and would like to see the Whitestone Board engage with us. During that time, we have attempted on numerous occasions to engage with the Whitestone management team to work toward a transaction that would maximize value for Whitestone shareholders. We are now delivering a per share proposal price that is higher than where Whitestone shares have closed at any point in over eight years.

While our efforts have been rebuffed to date, we remain committed to seeing our proposed transaction through to completion as we strongly believe this is the right path forward for shareholders. We are confident that with engagement and diligence, we can quickly reach agreement on a transaction that delivers far more value for Whitestone shareholders than they could achieve if Whitestone stays on its current course.

We expect to fund the acquisition with a combination of equity and debt. Our contemplated equity for this transaction is fully committed from discretionary capital managed by MCB. With respect to the debt portion of the acquisition, we have received a Highly Confident Letter from Wells Fargo with respect to the debt financing needed to complete the transaction, to be converted to a full commitment at execution of the definitive transaction agreements. The Highly Confident Letter was attached to the original proposal and has been reaffirmed by Wells Fargo. Any definitive transaction agreement between us and the Company would not be subject to a financing contingency. Representatives of Wells Fargo are available to address any questions you may have on the proposed debt financing.

MCB is a trusted leader in commercial real estate investment with a track record of high-performance investments throughout the United States. We have considerable resources and access to capital, and a consistent track record of successfully closing complex commercial real estate transactions. Based on our knowledge of the industry and public data regarding your portfolio and financial performance, we are confident our improved $15.00 per share offer represents an extremely compelling proposal.

We have reviewed in detail this potential transaction with our Investment Committee and have received full support to submit this proposal. Any binding offer for the Company on behalf of MCB would require the final approval of our Investment Committee. No binding obligation or commitment for either of us will arise with respect to this Revised Proposal or any transaction until we have executed a mutually agreeable definitive agreement.

We remain very enthusiastic about an acquisition of Whitestone and will immediately commit the resources to expeditiously move forward. Please do not hesitate to call me if you have any questions.

Sincerely,