Disclaimer: That is very illiquid and solely applicable for small PA’s like mine
Revenue Alternative Realty Traders (IOR) ($75MM market cap) is the smallest piece of the ARL/TCI/IOR Russian nesting doll, in a earlier life it was akin to a mortgage REIT (though its a c-corp), immediately they solely personal one mortgage, their major asset is a receivable from Pillar Asset Administration, the exterior supervisor and affiliate of the bulk proprietor of ARL/TCI/IOR. IOR has no purpose to exist, TCI and an affiliate (RAI) personal 89.78% of IOR and are at present conducting a young provide (deadline simply prolonged to 1/29/25) at $18.00/share to push that possession degree above 90% to be able to squeeze-out the remaining minority shareholders.
Plans for IOR.
Besides as disclosed within the Supply to Buy, TCI doesn’t have any current plan or proposal that might consequence within the acquisition by any individual of further securities of IOR (besides TCI could buy further Shares if out there at engaging pricing or TCI could buy all Shares tendered within the Supply if greater than 100,000 Shares are tendered), the disposition of securities of IOR, a rare company transaction, resembling a merger, reorganization or liquidation, involving IOR, the sale or switch of a cloth quantity of IOR Shares (besides TCI reserves the fitting to think about any such transactions in TCI’s discretion), any materials adjustments to IOR’s current dividend coverage, indebtedness, capitalization, company construction, enterprise or any materials change to the composition of IOR’s administration or the IOR Board.
It’s anticipated that, initially following the conclusion of the Supply, the enterprise and operations of IOR will, besides as set forth on this Supply to Buy, be continued as a stand-alone enterprise unit considerably as they’re at present being performed. TCI will proceed to judge the enterprise and operations of IOR throughout and after consummation of the Supply and can take such actions it deems applicable beneath the circumstances then present. Thereafter, TCI intends to proceed to work with IOR’s administration as part of a complete overview of IOR’s enterprise, operations, capitalization and administration with a view to optimizing growth of IOR’s potential along with TCI’s enterprise.
After completion or termination of the Supply, TCI could search to amass further Shares by open market purchases, privately negotiated transactions, or a young provide or trade provide or in any other case upon phrases and at costs as TCI determines, which can be kind of than the worth paid within the Supply. If TCI doesn’t purchase adequate Shares within the Supply, together with any subsequent providing interval, to fulfill the Minimal Situation which might then put TCI (assuming it acquires the Shares held by its Affiliate) beneath the short-form merger provisions of the Nevada Revised Statutes, with out a vote of IOR’s remaining stockholders, TCI will possible search to amass further Shares to position it ready that the Minimal Situation would have been glad.
No Stockholder Approval Required.
Beneath the Nevada Revised Statutes, if TCI acquires, pursuant to the Supply or in any other case (together with by acquisition of the Shares held by its Affiliate), no less than 90% plus 1 of the excellent Shares, TCI believes it might, and will sooner or later, effectuate a merger beneath the short-form merger provisions of the Nevada Revised Statutes with out a vote of the IOR stockholders. If TCI doesn’t in the end purchase no less than 90% plus 1 Share of the excellent Shares, any merger or consolidation involving IOR and TCI would want to hunt the adoption and approval thereof by a vote of IOR’s stockholders. Thus, assuming that the Minimal Situation is glad, upon consummation of the Supply, TCI (along with its Affiliate) would personal adequate Shares to allow TCI, with out the vote of every other IOR stockholder, to fulfill the necessities to approve any merger or consolidation with out a vote of IOR stockholders.
Shares at present commerce above the $18/share provide value, that means we might see a bump to shake out some extra shares previous to the squeeze-out.
The “receivable from associated events” is solely a money sweep again to Pillar Asset Administration, when some buyers make the remark that administration makes use of an organization as their very own private piggy financial institution, that is actually what is occurring right here. Pillar is taking a mortgage out from IOR with out a maturity date, the rate of interest was prime + 100, however one way or the other obtained amended to a flat SOFR (some 3% above prime sometimes) final yr. In order that’s the kind of individuals we’re coping with right here.
The squeeze-out is meant to be performed at “honest worth”, given we’re speaking about close to money and its a present asset (the receivable from associated events asset is ruled by a “money administration settlement”), e-book worth needs to be fairly near honest worth.
Ebook worth is ~$29.71/share as of 9/30, it will have moved up above $30/share at yr finish. Now, I do not count on TCI/Pillar to pay full e-book, however someplace between $18 and $30 leaves lots of room for administration to make the most of minority shareholders whereas nonetheless offering some upside to a dormant inventory. The opposite massive threat right here is timing, though this appears fairly nicely spelled out of the eventual path, guessing the squeeze-out occurs inside 9-12 months after the tender closes.
Disclosure: I personal shares of IOR
