UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2015
EXCEL TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-34698 | 27-1493212 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
17140 Bernardo Center Drive, Suite 300
San Diego, California 92128
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (858) 613-1800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
A Special Meeting of Stockholders of Excel Trust, Inc. (the “Company”) was held on July 28, 2015 (the “Meeting”) in connection with the Agreement and Plan of Merger, dated as of April 9, 2015, among the Company, BRE Retail Centers Holdings LP, BRE Retail Centers Corp, BRE Retail Centers LP and Excel Trust, L.P. (the “Merger Agreement”), pursuant to which the Company will merge with and into BRE Retail Centers Corp (the “Merger”), with BRE Retail Centers Corp surviving the Merger.
At the Meeting the following proposals were submitted to a vote of the holders of the Company’s common stock, each of which is described in detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on June 5, 2015, as may be amended or supplemented from time to time. A quorum was present for the Meeting, and a summary of the voting results for each proposal is as follows:
Proposal 1: To approve the Merger and the Merger Agreement.
| Votes For |
Votes Against |
Abstentions | ||
| 49,522,381 |
63,469 | 21,999 |
Proposal 1 was approved by the Company’s stockholders, as the number of votes in favor of Proposal 1 constituted the affirmative vote of a majority of the Company’s outstanding shares of common stock as of the record date for the Meeting.
Proposal 2: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger.
| Votes For |
Votes Against |
Abstentions | ||
| 42,024,844 |
7,554,099 | 28,906 |
Proposal 2 was approved by the Company’s stockholders, as the number of votes in favor of Proposal 2 constituted the affirmative vote of a majority of the votes cast on the proposal.
Proposal 3: To approve any adjournments of the Meeting for the purpose of soliciting additional proxies if there were not sufficient votes at the Meeting to approve Proposal 1.
Because there were sufficient votes at the Meeting to approve Proposal 1, Proposal 3 was not submitted to the Company’s stockholders for approval at the Meeting.
| Item 8.01 | Other Events. |
On July 28, 2015, the Company issued a press release announcing the results of the voting at the Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release issued by Excel Trust, Inc., dated July 28, 2015. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 28, 2015 |
EXCEL TRUST, INC. | |||||
| By: | /s/ Eric Ottesen | |||||
| Name: Title: |
Eric Ottesen Senior Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
Excel Trust Stockholders Approve Acquisition by Blackstone
San Diego, CA—July 28, 2015—Excel Trust, Inc. (NYSE: EXL) announced that its common stockholders approved the acquisition of Excel Trust by Blackstone at its special meeting of stockholders held earlier today. Subject to the satisfaction or waiver of all closing conditions related to the transaction, Excel Trust expects the transaction to close on July 31, 2015, at which time trading of the Company’s shares on the New York Stock Exchange will cease.
As announced previously, on April 10, 2015 Excel Trust entered into a definitive agreement with Blackstone, under which Blackstone will acquire all outstanding shares of common stock of Excel Trust for $15.85 per share in an all-cash transaction valued at approximately $2 billion. In connection with the closing of the merger, all outstanding shares of the Company’s Series A preferred stock and Series B preferred stock will be redeemed. Blackstone will be making this investment through Blackstone Property Partners (“BPP”), its Core+ real estate investment unit. BPP targets substantially stabilized office, retail, industrial, and multifamily assets located in primary U.S. markets.
About Excel Trust
Excel Trust, Inc. is a retail focused real estate investment trust (REIT) that primarily targets community shopping centers, power shopping centers, and grocery anchored neighborhood centers. The Company has elected to be treated as a REIT for U.S. federal income tax purposes. For more information, please visit www.exceltrust.com.
About Blackstone
Blackstone is a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and has approximately $92 billion in investor capital under management. Blackstone’s real estate portfolio includes hotel, office, retail, industrial and residential properties in the US, Europe, Asia and Latin America. Major holdings include Hilton Worldwide, Invitation Homes (single family homes), Logicor (pan-European logistics), SCP (Chinese shopping malls), and prime office buildings in the world’s major cities. Blackstone real estate also operates one of the leading real estate finance platforms, including management of the publicly traded Blackstone Mortgage Trust.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by use of statements that include phrases such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “foresee,” “looking ahead,” “is confident,” “should be,” “will,” “predicted,” “likely,” or other words or phrases of similar import. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the satisfaction or waiver of the conditions in the merger agreement; the occurrence of any change, effect, event, circumstance, occurrence or state of facts that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that have been or may be instituted against the Company and others related to the merger agreement; the ability of the Company to implement its
operating strategy; changes in economic cycles; and competition within the retail real estate industry. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this communication will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved. Certain factors that could cause actual results to differ materially from these forward-looking statements are described in the Company’s SEC reports, including, but not limited to, in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 2, 2015 and the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2015. Any forward-looking statement speaks only as of the date of this communication and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.
Contacts:
For Excel Trust
Greg Davis
VP Capital Markets & Investor Relations
858 798 1464
Email Contact
For Blackstone
Peter Rose
Senior Managing Director
212 583 5871
Email Contact
Source: Excel Trust, Inc.