PLANO, Texas, July 21, 2016 /PRNewswire/ -- Monogram Residential Trust, Inc. (NYSE: MORE) ("Monogram") today clarified certain terms of Monogram's Series A non-participating, voting, cumulative, 7.0% convertible preferred stock (the "Series A Preferred Stock") held by Behringer, Monogram's former external advisor.
In connection with Monogram's transition to a self-managed company, Monogram issued 10,000 shares of Series A Preferred Stock to Behringer. Under the terms of the Series A Preferred Stock, the Series A Preferred Stock became convertible into shares of Monogram's common stock in connection with the listing of Monogram's common stock on the New York Stock Exchange. Following the listing, Behringer has had the option to convert the preferred stock into shares of common stock at any time prior to December 31, 2016. After that date, however, the Series A Preferred Stock automatically converts into a stated value of shares of common stock, if any, subject to a measurement period described below (the "Measurement Period"). Behringer has not converted the preferred stock into common stock since the listing because the share value of the common stock has not been sufficiently high enough to result in the preferred stock having current value at the time of conversion. As of March 31, 2016, the price per share for which Behringer would receive value on the Series A Preferred Stock needed to exceed $11.42 per share, which price per share accretes over time.
Monogram and Behringer have disagreed over whether the terms of the Series A Preferred Stock, based upon language contained in Section 5.4(vi)(c)(i) of the Monogram Charter, clearly define the timing of the end of the "Measurement Period". Behringer believes, as reported in its press release of June 28, 2016, that the Measurement Period expires in August 2017. Monogram has considered a contrary reading of the Series A Preferred terms, which would have the Measurement Period expire in February 2017. To resolve this matter, in December 2015, the board of directors of Monogram (the "Board") determined that it was in the best interest of all stockholders to form a committee comprised of independent directors to resolve the matter (the "Special Determination Committee"). As reported in Monogram's Proxy Statement dated April 26, 2016 in connection with its 2016 Annual Meeting of Stockholders, the Special Determination Committee was formed under authority granted to the Board pursuant to Section 7.5 of the Monogram Charter. The Special Determination Committee, assisted by counsel to the committee and counsel to Monogram, is actively investigating and considering the timing of the start and end of the "Measurement Period" in order to establish the appropriate conversion terms, including the expiration date, of the Series A Preferred Stock.
The Special Determination Committee expects to complete its work during the third quarter 2016.
Monogram is a fully integrated self-managed real estate investment trust that invests in, develops and operates high quality multifamily communities offering location and lifestyle amenities. Monogram invests in stabilized operating properties and properties in various phases of development, with a focus on communities in select markets across the United States. Monogram's portfolio includes investments in 55 multifamily communities in 10 states comprising 15,211 apartment homes.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws that are based on current expectations, estimates, forecasts and projections and are not guarantees of future performance. These statements may be impacted by a number of known and unknown risks and uncertainties, including, without limitation, risks associated with Monogram's business strategy; Monogram's ability to obtain future financing arrangements; estimates relating to future distributions; Monogram's understanding of its competition; market trends; and projected capital expenditures. Actual results may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this press release, including important risk factors described in the Risk Factors section of Monogram's Annual Report on Form 10-K for the year ended December 31, 2015 and in Monogram's subsequent filings with the Securities and Exchange Commission. Forward-looking statements in this press release speak only as of the date on which such statements were made, and Monogram undertakes no obligation to update any such statements to conform to actual results or changes in expectations.
SOURCE Monogram Residential Trust, Inc.