Announcement of the Company’s Strategic Plan
On February 11, 2019, the Company’s board of directors (the “Board”) approved a strategic plan (the “Strategic Plan”) with the goals of providing future liquidity to investors and creating long-term stockholder value. Key elements of the Strategic Plan include, among other things:
| • | Asset Management Strategy. The Strategic Plan centers around owning a portfolio of 100% grocery-anchored properties with lower exposure to big box retailers. As part of this strategy, the Company’s management team and the Board will consider the opportunistic sale of certain assets with the goal of redeployment of capital into the acquisition of strategically located grocery-anchored centers, as well as the redevelopment of select centers within the current portfolio. |
• Liquidity Plan. The Company plans to move toward a liquidity event in the next 24 to 36 months, or sooner, market conditions permitting, most likely through a listing on a public securities exchange.
• Amend the Company’s Share Repurchase Program, as further described below under this Item 8.01.
| • | Amend the Company’s Business Management Agreement. The Business Manager has agreed to eliminate all acquisition and disposition fees, as further described above under Item 1.01. |
There can be no assurance that the Strategic Plan will not evolve or change over time or that the Company will be able to successfully implement the Strategic Plan, including listing the Company’s common stock.
Share Repurchase Program
On February 11, 2019, in connection with the Strategic Plan, the Board adopted a Second Amended and Restated Share Repurchase Program (the “A&R SRP”), which will become effective on March 21, 2019. The A&R SRP reduces the price at which the Company is authorized to make ordinary repurchases to 80.0% of the “share price,” which is defined in the A&R SRP as an amount equal to the lesser of: (A) $25, as adjusted under certain circumstances, including, among other things, if the applicable shares were purchased from the Company at a discounted price; or (B) the most recently disclosed estimated value per share. Prior to the amendment, the Company was authorized to make ordinary repurchases at a price ranging from 92.5% to 100% of the “share price.” The Company may repurchase shares upon a stockholder’s death or qualifying disability at a price equal to 100% of the “share price.” The Company’s most recently disclosed estimated value per share is currently $22.35 per share.
The A&R SRP provides the Board with the discretion to reduce the funding limit for share repurchases. Prior to the amendment, the funding for ordinary repurchases was limited to the proceeds from the Company’s Distribution Reinvestment Plan, as may be amended from time to time (the “DRP”), during a particular quarter. The A&R SRP limits the dollar amount for any repurchases made by the Company each calendar quarter to an amount equal to a percentage determined in the sole discretion of the Board on a quarterly basis that will not be less than 50% of the net proceeds received by the Company from the issuance of shares of its common stock pursuant to the DRP during the applicable quarter. The Company continues to be prohibited from repurchasing a number of shares of the Company’s common stock exceeding 5.0% of the number of shares of the Company’s common stock outstanding on December 31 of the previous calendar year as adjusted for stock splits, including shares repurchased upon a stockholder’s death or qualifying disability. The share limit together with the funding limit stated above constitute the “repurchase limitations.”
If either or both of the repurchase limitations prevent the Company from repurchasing all of the shares offered for repurchase during a calendar quarter, the Company will repurchase shares, on a pro rata basis within each category below, in accordance with the repurchase limitations in the following order: (a) first, all repurchases sought upon a stockholder’s death or qualifying disability; and (b) second, all ordinary repurchases. Shares not repurchased due to the pro rata impact will be included in the list of requests in the immediately following calendar quarter, unless the request is withdrawn. The A&R SRP provides that a requesting party must own shares of at least $500 after giving effect to any repurchase by the Company. If a requesting party would fail to maintain this minimum balance after giving effect to any repurchase by the Company, the Company may, in its discretion, repurchase the remaining balance of shares which is less than $500, subject to the 5.0% share limit described above.
Each stockholder who has submitted a repurchase request must submit an acknowledgment after the Company publishes a new estimated value per share acknowledging, among other things, that the stockholder wishes to maintain the request. If the Company does not receive the acknowledgement prior to the repurchase date, the Company will deem the shares to have been withdrawn. The Company will determine the number of shares of common stock the Company will repurchase, if any, and will make repurchases of shares of common stock the Company accepts pursuant to the A&R SRP within fifteen (15) calendar days following the end of each calendar quarter or any other business day that may be established by the Board.
The description of the A&R SRP in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the A&R SRP attached hereto as Exhibit 4.1 and incorporated herein by reference.