NEW YORK, March 31, 2017 /PRNewswire/ -- First Capital
Real Estate Trust Incorporated ("First Capital"), a Maryland real estate investment trust
("REIT"), today announced that on March 31,
2017 it entered into an Interest Contribution Agreement
("Agreement") with PhotoMedex, Inc. a Nevada corporation (NASDAQ: CM and TASE:
PHMD), and with a wholly owned subsidiary of PhotoMedex, pursuant
to which First Capital is obligated or has an option to contribute
its interests in certain properties (or the entities having or
which expect to acquire rights to such properties) in a series of
installments by no later than December 31,
2017, subject to the satisfaction of certain conditions set
forth in the Agreement, in exchange for these interests, PhotoMedex
is obligated to issue shares of its common stock ("Common Stock")
and newly designated Series A Convertible Preferred Stock
("Preferred Stock"), as described below.
"We are pleased to further advance our core strategy, which is
intended to create value for our investors," said Suneet Singal, Chief Executive Officer of First
Capital.
"We are highly supportive of the transaction with First Capital
for our shareholder base. We made the decision to shift our
business strategy into this sector in view of the opportunities we
believe this portfolio of assets will provide," said Dennis McGrath, Chief Financial Officer of
PhotoMedex.
First Contribution
In the first contribution installment, which is expected to
close on or about May 17, 2017, First
Capital has agreed to transfer to PhotoMedex its interests in four
vacant land sites located in Atwater and Merced,
California intended for development into gas stations, and
its interests in a single family residential development located in
Los Lunas, New Mexico.
In consideration for such transfers, First Capital will receive
Common Stock and Preferred Stock of PhotoMedex having a value of
$10 million, based upon a 7.5%
premium above a volume-weighted average price ("VWAP") of
PhotoMedex's Common Stock (the "Per Share Value"). First Capital
will receive a number of shares of Common Stock equal to up to
19.9% of the issued and outstanding shares of Common Stock of
PhotoMedex immediately prior to the initial closing. The
balance of the shares will be paid in PhotoMedex's Preferred Stock,
which will be convertible into Common Stock subject to a vote of
PhotoMedex stockholders in accordance with the applicable rules of
the Nasdaq Stock Market.
Subsequent Contributions
Pursuant to the Agreement, First Capital has also agreed to
contribute to PhotoMedex its interests in properties located in
Texas and in Antigua, provided that certain conditions set
forth in the Agreement are satisfied by December 31, 2017. These interests include
First Capital's interest in a hotel located in Amarillo, Texas and rights it expects to
obtain in two development properties in Antigua which are planned for resort
development. In exchange for these interests, and provided that the
conditions for the contributions have been satisfied, PhotoMedex
will issue shares of its stock to First Capital. Assuming
that both the Texas and the
Antigua interests are contributed
to PhotoMedex, the number of shares to be issued will be determined
by dividing $20 million by the Per
Share Value. The contributions of the foregoing interests are not
interdependent; the interests may be transferred at different times
on or prior to December 31, 2017.
Optional Contribution
First Capital has the option, at its discretion, to contribute
its interests in two additional properties to PhotoMedex if certain
conditions as set forth in the Agreement are satisfied by
December 31, 2017. These properties
consist of development properties in South Carolina and in Baja California, Mexico. First Capital
does not currently have rights to either of these properties.
Subject to First Capital obtaining such rights, and to the
satisfaction of the other conditions set forth in the Agreement,
including the commitment by First Capital to pay $66,500,000 in connection with the development of
these properties, PhotoMedex will issue to First Capital a number
of shares of PhotoMedex determined by dividing $86,450,000 by the Per Share Value. In
addition, PhotoMedex will issue to First Capital a five year
warrant (the "Warrant") to purchase up to 25,000,000 shares of
PhotoMedex's Common Stock at an exercise price of $3.00 per share, which would vest upon the
achievement of various milestones specified in the Agreement. The
number of warrant shares and the exercise price will be equitably
adjusted in the event of a stock split, stock combination,
recapitalization or similar transaction.
Voting Agreement
On March 31, 2017, in connection
with its entry into the Agreement, First Capital entered into a
Shareholder Voting Support and Confidentiality Agreement with
certain PhotoMedex stockholders, pursuant to which such
stockholders agreed, among other things, to vote in favor of
the adoption of the Agreement and the transactions contemplated
thereby.
Other Matters
The Agreement is subject to the usual pre- and post-closing
representations, warranties and covenants, and restricts First
Capital's conduct in certain respects that may affect the conduct
of its affairs between the signing and December 31, 2017.
Following the closings, First Capital expects to consider the
distribution of certain of the shares of PhotoMedex Common Stock it
receives to its partners and stockholders, subject to appropriate
corporate and other approvals and to compliance with all applicable
federal and state securities laws and other applicable laws and
regulations.
Following the Initial Closing, Suneet
Singal, the Chief Executive Officer of First Capital, is
expected to be designated as Chief Executive Officer of
PhotoMedex. Mr. Singal will continue to serve as Chief
Executive Officer of First Capital following the Initial
Closing.
Maxim Group LLC acted as sole financial advisor to First Capital
Real Estate Trust Incorporated in connection with the proposed
transaction.
There can be no assurance that any or all of the transactions
contemplated by the Agreement will be consummated, or that the
transactions will be consummated in the form currently set forth in
the Agreement, which may be amended by the parties or terminated on
certain conditions.
PhotoMedex is not a real estate investment trust, or "REIT".
Neither First Capital nor any of its officers or directors has
any material relationship with PhotoMedex or any of its
subsidiaries, or with any director or officer thereof.
There can be no assurance that any or all of the transactions
contemplated by the Agreement will be consummated, or that the
transactions will be consummated in the form currently set forth in
the Agreement, which may be amended by the parties or terminated on
certain conditions.
For additional information about the transaction, please see
First Capital's Current Report on Form 8-K to be filed with the SEC
and which will be available at the SEC's website at
www.sec.gov. The Agreement will be filed as an exhibit to its
Current Report on Form 8-K.
About First Capital
First Capital Real Estate Trust
Incorporated is a public non-traded REIT based in New York City and founded in 2012. First
Capital's portfolio consists of various assets including land
development, multifamily development, gas station development,
hotels and medical offices.
Forward-Looking Statements
This press release contains
statements that do not relate to historical facts, but are
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These statements can generally (although not always) be
identified by their use of terms and phrases such as anticipate,
appear, believe, continue, could, estimate, expect, indicate,
intend, may, plan, possible, predict, project, pursue, will, would
and other similar terms and phrases, as well as the use of the
future tense. Forward-looking statements are neither
historical facts nor assurances of future performance.
Instead, they are based only on current beliefs, expectations and
assumptions regarding the future of the business of First Capital
or PhotoMedex, as applicable, future plans and strategies,
projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate
to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many
of which are outside of First Capital's control. Actual
results and financial condition may differ materially from those
indicated in the forward-looking statements. Therefore, you
should not rely on any of these forward-looking statements.
Forward-looking statements in this press release speak only as of
the date hereof, and forward-looking statements in documents
incorporated by reference speak only as of the date of those
documents. Unless otherwise required by law, First Capital
undertakes no obligation to publicly update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise.
Examples of forward-looking statements in this release include
statements regarding the contribution of certain properties or
interests by First Capital, the satisfaction of certain conditions
to the transactions, and the completion of the transactions or any
portion of them. First Capital also notes that no
assurances can be provided it will be able to obtain certain of the
interests contemplated to be contributed to PhotoMedex pursuant to
the Agreement.
Media Contacts
Jason
Chudoba and Sarah
Bicknell
jason.chudoba@icrinc.com, 646-277-1249
Sarah.Bicknell@icrinc.com, 646-277-1260
Investor Contact
Vance
Edelson
Vance.edelson@icrinc.com, 646-277-1229
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SOURCE First Capital Real Estate Trust Incorporated