Stratus Properties Inc. Acknowledges Receipt of Unsolicited Proposal to Acquire a Significant Portion of Real Estate Properties
January 28 2016 - 5:04PM
Business Wire
Stratus Properties Inc. (NASDAQ: STRS) today acknowledged
receipt of an unsolicited proposal from Capretta Properties Inc. to
acquire a significant portion of Stratus’ real estate properties
for $435 million in cash, with all indebtedness to be retained by
Stratus. The proposal is subject to several contingencies,
including Capretta’s proposal that the closing be subject to
completion of satisfactory due diligence, to be conducted only
after entering into a definitive purchase agreement.
The Board of Directors of Stratus, in accordance with its
fiduciary duties, and consistent with its commitment to maximize
long-term stockholder value, is in the process of carefully
reviewing and considering the proposal. The Board maintains its
commitment to engaging in constructive dialogue with all
stockholders. There can be no assurance that this process will
result in any transaction in the future, and no decision has been
made to enter into any transaction at this time.
Vinson & Elkins LLP and Jones Walker LLP are serving as
legal counsel to Stratus.
About Stratus Properties
Stratus is a diversified real estate company engaged primarily
in the acquisition, entitlement, development, management, operation
and sale of commercial, hotel, entertainment, and multi- and
single-family residential real estate properties, primarily located
in the Austin area, but including projects in certain other select
markets in Texas.
Important Additional
Information
Stratus Properties Inc., its directors and certain of its
executive officers may be deemed to be participants in the
solicitation of proxies from Stratus stockholders in connection
with the matters to be considered at Stratus’ 2016 Annual Meeting.
Stratus intends to file a proxy statement and white proxy card with
the U.S. Securities and Exchange Commission (the “SEC”) in
connection with any such solicitation of proxies from Stratus
stockholders. STRATUS STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ
ANY SUCH PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the ownership of Stratus’ directors and
executive officers in Stratus stock, restricted stock and options
is included in their SEC filings on Forms 3, 4, and 5, which can be
found through Stratus’ website (www.stratusproperties.com) in the
section “Investor Relations” or through the SEC’s website at
www.sec.gov. Information can also be found in Stratus’ other SEC
filings, including Stratus’ definitive proxy statement for the 2015
Annual Meeting and its Annual Report on Form 10-K for the year
ended December 31, 2014. More detailed and updated information
regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be filed
with the SEC in connection with Stratus’ 2016 Annual Meeting.
Stockholders will be able to obtain any proxy statement, any
amendments or supplements to the proxy statement and other
documents filed by Stratus with the SEC for no charge at the SEC’s
website at www.sec.gov. Copies will also be available at no charge
at Stratus’ website at www.stratusproperties.com, by writing to
Stratus Properties Inc. at 212 Lavaca Street, Suite 300, Austin, TX
78701, or by calling Stratus’ proxy solicitor, Innisfree M&A
Incorporated, toll-free at 888-750-5834.
Cautionary Statement regarding
Forward-Looking Statements
This press release contains forward-looking statements which are
all statements other than statements of historical facts, such as
statements regarding the implementation and potential results of
Stratus' five-year plan, projections or expectations related to
operational and financial performance or liquidity, and other plans
and objectives of management for future operations and activities.
The words “anticipates,” “may,” “can,” “plans,” “believes,”
“potential,” “estimates,” “expects,” “projects,” “intends,”
“likely,” “will,” “should,” “to be” and any similar expressions
and/or statements that are not historical facts are intended to
identify those assertions as forward-looking statements.
Stratus cautions readers that forward-looking statements are not
guarantees of future performance, and its actual results may differ
materially from those anticipated, projected or assumed in the
forward-looking statements. Important factors that can cause
Stratus' actual results to differ materially from those anticipated
in the forward-looking statements include, but are not limited to,
Stratus’ ability to refinance and service its debt and the
availability of financing for development projects and other
corporate purposes, Stratus' ability to sell properties at prices
its board considers acceptable, a decrease in the demand for real
estate in the Austin, Texas market, changes in economic and
business conditions, reductions in discretionary spending by
consumers and corporations, competition from other real estate
developers, hotel operators and/or entertainment venue operators
and promoters, business opportunities that may be presented to
and/or pursued by Stratus, the failure of third parties to satisfy
debt service obligations, the failure to complete agreements with
strategic partners and/or appropriately manage relationships with
strategic partners, the termination of sales contracts or letters
of intent due to, among other factors, the failure of one or more
closing conditions or market changes, the failure to attract
customers for its developments or such customers’ failure to
satisfy their purchase commitments, increases in interest rates,
declines in the market value of its assets, increases in operating
costs, including real estate taxes and the cost of construction
materials, changes in external perception of the W Austin Hotel,
changes in consumer preferences, changes in laws, regulations or
the regulatory environment affecting the development of real
estate, opposition from special interest groups with respect to
development projects, weather-related risks and other factors
described in more detail under the heading “Risk Factors” in
Stratus’ Annual Report on Form 10-K for the year ended December 31,
2014, filed with the U.S. Securities and Exchange Commission (SEC)
as updated by Stratus' subsequent filings with the SEC.
Investors are cautioned that many of the assumptions upon which
Stratus' forward-looking statements are based are likely to change
after the forward-looking statements are made. Further, Stratus may
make changes to its business plans that could affect its results.
Stratus cautions investors that it does not intend to update its
forward-looking statements notwithstanding any changes in its
assumptions, business plans, actual experience, or other changes,
and Stratus undertakes no obligation to update any forward-looking
statements, except as required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160128006541/en/
Abernathy MacGregorSydney Isaacs, 713-343-0427SRI@abmac.com
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