Belpointe PREP and Belpointe REIT Sign Definitive Merger Agreement; Belpointe PREP to Commence an Exchange Offer for Belpointe REIT's Common Stock
Existing Belpointe REIT stockholders would own, in the aggregate, approximately 99.9% of the combined company.
The proposed transaction will create the first and only qualified opportunity fund ("QOF") to be listed on a national securities exchange.
The proposed transaction will lead to increased value through consolidation of Belpointe REIT's assets and stockholder base with Belpointe PREP's increased capital raising capacity.
The proposed transaction will lead to significant tax advantages as a result of the combined company's status as a qualified opportunity fund, limited liability company and publicly traded partnership, allowing holders of Belpointe PREP's Class A units to benefit from certain tax advantages such as the qualified business income deduction under Section 199A of the Internal Revenue Code and the avoidance of gains attributable to depreciation recapture, in addition to the ability to take advantage of depreciations deductions on distributions.
The proposed transaction will lead to improved acquisition prospects for the combined company, as its publicly traded partnership structure allows for the acquisition of qualified opportunity funds without violating the opportunity zone regulations.
GREENWICH, Conn., April 22, 2021 /PRNewswire/ -- Belpointe PREP, LLC ("Belpointe PREP") announced today that it signed an Agreement and Plan of Merger to acquire Belpointe REIT, Inc. (OTCQX: BELP) ("Belpointe REIT"). In connection with the merger Belpointe PREP is commencing an offer to exchange each outstanding share of common stock of Belpointe REIT for 1.05 of Class A units of Belpointe PREP. The exchange offer is scheduled to commence on April 28, 2021 and expire, unless otherwise extended or terminated, at 11:59 P.M., New York City time, on May 27, 2021.
The terms and conditions of the exchange offer will be described in an offer to exchange and related letter of transmittal to be sent to Belpointe REIT's stockholders shortly after commencement of the offer. The exchange offer is subject to certain conditions described in the offer to exchange. Copies of the offer to exchange and related letter of transmittal have been filed with the Securities and Exchange Commission ("SEC") and can be obtained from the SEC's website at www.sec.gov or by contacting Belpointe PREP at:
Investor Relations
Belpointe PREP, LLC
255 Glenville Road
Greenwich, Connecticut 06831
[email protected]
"It may seem complicated," said Brandon Lacoff, CEO of Belpointe PREP and Belpointe REIT, "but it's the best way for our current traded REIT structure to change its tax status to a publicly traded partnership, shed its capital raising limitations, and allow us to be the first and only QOF to be listed on a national securities exchange. This is all being done to provide our shareholders with the very best opportunity zone investment structure, which includes daily liquidity on a national securities exchange, depreciation pass-through to offset investors' tax liability and significant reduction of the biggest risk in opportunity zone investing, the construction risk, by acquiring already stabilized opportunity zone assets without eliminating the opportunity zone tax benefits. Everything else, including our management team and our low fee structure remains the same," said Lacoff.
About Belpointe PREP, LLC
Concurrently with the proposed offer to exchange and related transactions Belpointe PREP has filed a registration statement on Form S-11 with the SEC pursuant to which it proposes to offer on a continuous basis up to $750,000,000 of its Class A units in a primary offering at an initial price equal to $100.00 per unit.
Belpointe PREP has applied to have its Class A units listed on NYSE American under the symbol 'OZ,' and once the proposed offer to exchange and related transactions close, Belpointe PREP will become the first QOF traded on a national securities exchange.
Belpointe PREP's initial investments consist of and are expected to continue to consist of properties located in qualified opportunity zones for the development or redevelopment of multifamily, student housing, senior living, healthcare, industrial, self-storage, hospitality, office, mixed-use, data centers and solar projects located throughout the United States and its territories. Belpointe PREP also anticipates identifying, acquiring, developing or redeveloping and managing a wide range of commercial real estate assets located throughout the United States and its territories, including, but not limited to, real estate-related assets, such as commercial real estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as making private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses, with the goal of increasing distributions and capital appreciation.
About Belpointe REIT
Belpointe REIT is the first publicly traded QOF. Belpointe REIT's investments consist of properties located in qualified opportunity zones for the construction and/or renovation of multifamily, student housing, senior living, healthcare, industrial, self-storage, hospitality, office, mixed-use, data centers and solar projects located throughout the United States and its territories.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this press release that are not historical facts are based on current expectations, estimates, projections, opinions and beliefs of Belpointe PREP. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Certain information contained in this press release constitutes "forward-looking statements," which can be identified by the use of forward-looking terminology such as "may," "will," "should," "seek," "expect," "anticipate," "forecast," "project," "estimate," "intend," "continue," "target," or "believe" or the negatives thereof or other variations thereon or comparable terminology. However, the absence of these words does not mean that statements are not forward-looking. Any forward-looking statement expressing an expectation or belief as to future events is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future events and involve risks, uncertainties and other factors beyond Belpointe PREP's control. Therefore, actual outcomes and results may differ materially from what is expressed in any forward-looking statement.
Additional Information
This press release is for informational purposes only and does not constitute an offer to sell or solicitation of an offer to buy any securities or solicitation of any vote or approval. The anticipated offer to exchange described herein has not yet commenced, and while Belpointe PREP intends to commence and subsequently complete the offer to exchange as soon as reasonably practicable, there can be no assurance that Belpointe PREP will commence or complete the offer to exchange on the terms described herein, or at all.
Prior to making any decision with respect to the proposed offer to exchange, holders of Belpointe REIT common stock should carefully read the information contained in the offer to exchange, letter of transmittal and related materials, including the various terms of, and conditions to, the offer to exchange, as well as any other documents that Belpointe PREP or Belpointe REIT may file with the SEC.
Investor Relations and Media Contact:
Cody Laidlaw, Principal
(203) 883-1944
[email protected]
SOURCE Belpointe
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