Announcement • Feb 04
GIC Real Estate, Inc. and Oak Street Real Estate Capital, LLC completed the acquisition of STORE Capital Corporation (NYSE:STOR) from Berkshire Hathaway Inc. (NYSE:BRK.A), BlackRock, Inc. (NYSE:BLK),The Vanguard Group, Inc. and others.
GIC Real Estate, Inc. and Oak Street Real Estate Capital, LLC entered into an agreement to acquire STORE Capital Corporation (NYSE:STOR) from Berkshire Hathaway Inc. (NYSE:BRK.A), BlackRock, Inc. (NYSE:BLK),The Vanguard Group, Inc. and others for $9.2 billion on September 15, 2022. Each share of common stock of STORE that is issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $32.25. The definitive merger agreement includes a 30-day “go-shop” period that will expire on October 15, 2022, which permits STORE Capital and its representatives to actively solicit and consider alternative acquisition proposals. On October 15, 2022, the “go-shop” period expired and none of the third parties contacted by STORE Capital, have made any proposal following the execution of the merger agreement. The buyer Parties have obtained equity and debt financing commitments for the transactions contemplated by the Merger Agreement. Certain entities affiliated with Buyers have committed to capitalize with aggregate equity contributions in an amount equal to $8.2 billion (Equity Commitment Letters). Column Financial, Inc. (the “Lender”) has committed to provide debt financing for the transaction in an aggregate principal amount equal to $2.6 billion (the “Debt Commitment Letter”). Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the closing of the merger (as defined below) (the “Closing”), the Company will merge with and into Merger Sub (the “merger”). Upon completion of the merger, Merger Sub will survive and the separate existence of the Company will cease. Post-merger, Name of the Surviving Entity shall be STORE Capital, LLC. Subject to and upon completion of the transaction, STORE Capital’s common stock will no longer be listed on the New York Stock Exchange. STORE will be required to pay a termination fee to Buyers of $137 million if the Merger Agreement is terminated STORE prior to 11:59 p.m. (Eastern time) on October 20, 2022 (subject to extension in certain circumstances) (the “Cut-Off Time ”) to enter into a definitive agreement with an Excluded Party providing for the implementation of a Superior Proposal. STORE will be required to pay a termination fee to Buyers equal to $274 million if the Merger Agreement is terminated in certain other specified circumstances, after the STORE Board makes a Change in Recommendation prior to receipt of the Stockholder Approval or if the Company terminates the Merger Agreement after the No-Shop Period Start Date to enter into a Superior Proposal with a person who is not an Excluded Party. In addition, in certain other circumstances, Buyers will be required to pay STORE a reverse termination fee of $503 million upon termination of the Merger Agreement.
The consummation of the Merger is subject to certain closing conditions, including, among others, the approval of the Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of STORE Common Stock entitled to vote on the Merger and the clearance by the Committee on Foreign Investment in the United States (CFIUS). As of December 6, 2022, CFIUS has approved the transaction. The closing of the transaction is not subject to any financing conditions. The Merger and the other transactions contemplated by the Merger Agreement were unanimously approved and declared advisable by the board of directors of STORE. As of November 29, 2022, Institutional Shareholder Services Inc. and Glass, Lewis & Co. have each recommended that stockholders vote “FOR” the acquisition. The transaction has been approved by the shareholders of STORE Capital on December 9, 2022. Transaction is expected to close in the first quarter of 2023.
Goldman Sachs & Co. LLC and Evercore Group L.L.C. acted as financial advisors and fairness opinion providers to STORE. Nancy Olson and Blair Thetford of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to GIC. Michael P. Brueck, Tobias D. Schad and David A. Rosenberg of Kirkland & Ellis LLP acted as legal advisors to Oak Street. David P. Lewis and Kerry E. Johnson of DLA Piper LLP (US) acted as legal advisor to STORE. Eastdil Secured Advisors LLC and Citigroup Global Markets Inc. are acting as financial advisors to GIC and Oak Street. Morgan Stanley (NYSE:MS) acted as financial advisor to Oak Street Real Estate Capital, LLC in the transaction. Pursuant to the terms of our engagement letter with Evercore, STORE Capital agreed to pay Evercore an aggregate transaction fee that is estimated to be approximately $31 million, of which $3 million was payable upon delivery of Evercore’s opinion, and the balance of which will become payable upon the consummation of the merger. Pursuant to the terms of our engagement letter with Goldman Sachs, STORE Capital agreed to pay Goldman Sachs an aggregate transaction fee that is estimated, based on the information available as of the date of announcement, to be approximately $31 million, of which $28 million is contingent upon completion of the merger. Alliance Advisors, LLC served as proxy solicitor to STORE Capital and will be paid a fee of $25,000.
GIC Real Estate, Inc. and Oak Street Real Estate Capital, LLC completed the acquisition of STORE Capital Corporation (NYSE:STOR) from Berkshire Hathaway Inc. (NYSE:BRK.A), BlackRock, Inc. (NYSE:BLK),The Vanguard Group, Inc. and others on February 3, 2023.
