NEW YORK, Sept. 5, 2017 /PRNewswire/ -- On August 25, 2017, ACRE Realty Investors Inc. (the
"Company") filed with the Securities and Exchange Commission (the
"SEC") the prescribed proxy materials seeking shareholder approval
to, among other matters, consider and vote upon a proposal to
approve the voluntary dissolution and liquidation of the Company
pursuant to a Plan of Dissolution (the "Plan of Dissolution").
The Company's dissolution was unanimously approved by the Board
of Directors but remains subject to shareholder approval. The
Company intends to present this proposal to its shareholders at a
special meeting of shareholders (the "special meeting") to be held
on Thursday, October 5, 2017, at
10:00 a.m. local time at the offices
of its outside corporate counsel, Vinson & Elkins LLP, located
at 666 5th Avenue, 26th Floor, New York,
New York 101303. The proposal to approve the Plan of
Dissolution requires the affirmative vote of three-quarters (3/4)
of all of the votes entitled to be cast by the shareholders on the
matter.
If approved by the Company's shareholders, the Company intends
to file a notice of intent to dissolve with the Georgia Secretary of State. After filing the
notice of intent to dissolve, the Company will send or cause
written notice of dissolution to be sent to each known claimant
against the Company and will publish a notice of intent to dissolve
in accordance with the requirements of Georgia law.
The Company's assets consist almost entirely of cash, held
through the Company's operating partnership. As of June 30, 2017, the Company's operating
partnership had approximately $19.2
million in cash and cash equivalents, net of accrued
liabilities. In connection with the dissolution, the Company
intends to distribute its cash to its shareholders. The Company
intends to make an initial distribution of a portion of its cash as
soon as practicable after the special meeting (assuming the Plan of
Dissolution is approved) and as permitted by Georgia law. The Company will distribute its
remaining cash in subsequent distributions.
Although the Company cannot predict with certainty the amount or
timing of any liquidating distributions to shareholders, based on
the information currently available to the Company, the Company
estimates that the aggregate amount of liquidating distributions to
shareholders from its 96.41% ownership interest in its operating
partnership will be between approximately $17.6 million, or $0.86 per share, and $17.4
million, or $0.85 per share
(based on 20,494,631 shares outstanding as of June 30, 2017), assuming the liquidation and
dissolution are completed by October 5,
2017 or December 31, 2017,
respectively. Similarly, the Company estimates that
liquidating distributions to the holders of units of limited
partnership interests in the Company's operating partnership who
hold the remaining 3.59% ownership interest in the operating
partnership will be between approximately $654,000 and $645,000, assuming a complete
liquidation by October 5, 2017 or
December 31, 2017,
respectively. The estimated distribution amounts set out
above represent the Company's estimates of the amounts to be
distributed to shareholders during the liquidation, but do not
represent the minimum or maximum distribution amounts. Actual
distributions could be higher or lower.
The Company currently estimates that it will reserve between
$450,000 and $700,000, which will be
used to pay all expenses, including legal, accounting and auditor
fees and expenses in connection with the Company's continuing
public company reporting and disclosure obligations and for
services in connection with the proxy statement and the special
meeting, estimated operating expenses through the dissolution and
wind-down process, and other known, non-contingent liabilities,
plus an additional reserve of approximately $450,000 for unknown contingent liabilities that
the Company may incur before the liquidation and dissolution are
completed. The Company will distribute any excess portion of this
reserve amount that the Company does not use to pay expenses and
liabilities.
This press release is for informational purposes only and does
not constitute a solicitation of any vote or approval. INVESTORS
ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS
FILED WITH THEM BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY AND THE PLAN OF DISSOLUTION. Shareholders may
obtain a free copy of the proxy statement and the other relevant
materials, and any other documents filed by the company with the
SEC, at the SEC's web site at http://www.sec.gov. In addition, a
free copy of the proxy statement and other documents filed with the
SEC may also be obtained by directing a written request to:
Gregory I. Simon, Executive Vice
President, General Counsel and Secretary, ACRE Realty Investors
Inc., c/o Avenue Capital Group, 399 Park Avenue, 6th Floor,
New York, New York, 10022, or by
accessing the Company's website at www.acrerealtyinvestors.com.
Shareholders are urged to read the proxy statement and the other
relevant materials before making any voting or investment decision
with respect to the Plan of Dissolution.
Participants in the Solicitation
The Company and its directors, executive officers and certain
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from the Company's
shareholders in connection with the proposed dissolution. Certain
information regarding the interests of such directors and executive
officers is included in the Company's Annual Report on Form 10-K
filed with the SEC on March 9, 2017
and is included in the proxy statement relating to the proposed
dissolution.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These statements are
based on the current expectations and beliefs of the Company and
are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in
the forward-looking statements. Such factors and uncertainties
include, but are not limited to, the following: the ability of the
Company to obtain shareholder approval of the proposed dissolution;
the Company's ability to accurately estimate the amounts required
to pay all operating expenses, as well as other known,
non-contingent liabilities through the dissolution and winding up
process; the Company's ability to settle, make adequate provision
for or otherwise resolve its liabilities and obligations; the
precise nature, amount and timing of any distributions to
shareholders; the possibility that any distributions to
shareholders could be diminished or delayed by, among other things,
claims and unexpected or greater than expected expenses; and other
statements contained in this press release regarding matters that
are not historical facts. The Company undertakes no obligation to
update any forward-looking statement in this press release.
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SOURCE ACRE Realty Investors Inc.