The Parking REIT, Inc. Enters into Definitive Agreement with an Affiliate of Bombe Asset Management LLC to Acquire a Majority Stake

By Benzinga3 days ago

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LAS VEGAS, Jan. 14, 2021 /PRNewswire/ -- The Parking REIT, Inc. (“The Parking REIT“ or the “Company“) announced today that it has entered into a definitive agreement with an affiliate of Bombe Asset Management LLC, a Cincinnati, Ohio based alternative asset management firm (“Bombe“), under which Bombe has agreed to invest over $125 million in the Company. The agreement provides for Bombe's investment of $35 million in cash plus the contribution of parking assets and other property valued at more than $90 million in exchange for operating partnership units valued at $11.75 per unit and warrants to purchase The Parking REIT common stock.

The agreement also provides that Bombe will commence a tender offer to purchase, subject to the offer conditions, approximately 15% of The Parking REIT's outstanding shares of common stock for $11.75 per share in cash. Bombe expects to commence the tender offer promptly upon closing and, upon commencement of the tender offer, Bombe will distribute offering materials to The Parking REIT's stockholders describing the tender offer's terms and conditions.

As part of the transaction, Bombe has agreed to purchase 1,549,324 shares of common stock of The Parking REIT for $11.75 per share from Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc. and Michael V. Shustek (collectively, the “Advisor“) and the Advisor's affiliates. In addition, at closing, the Advisor will surrender its claim to 400,000 shares of common stock due to the Advisor from The Parking REIT on December 31, 2021 and contribute 175,000 shares of common stock to a settlement fund. Bombe has agreed to purchase the shares from the settlement fund for $11.75 per share, which proceeds will be used for the benefit of the Company's common stockholders. The settlement fund is being created as part of an agreement in principle to settle, subject to court approval, three pending class action lawsuits in which The Parking REIT is named as a defendant. Following the transaction and the tender offer, Bombe will own a majority of the Company's common equity on a fully diluted basis.

Upon completion of the transaction, Michael V. Shustek will resign as a director and officer of The Parking REIT, Manuel Chavez of Bombe will become the Chief Executive Officer of The Parking REIT, Stephanie Hogue of Bombe will become the President of The Parking REIT and the ...

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