NEW YORK CITY-Chicago-based Prime Group Realty Trust has a new owner in Five Mile Capital Partners of Stamford. The merger, which GlobeSt.com originally reported in early December, hinged on the disposition of the firm’s remaining Series B preferred shares. That acquisition, totaling $7.3 million, has been approved by the common and Series B shareholders.
With the sale, the shares will no longer be traded over the counter. “In accordance with the terms of the previously announced merger agreement, each Series B preferred share of the company was cancelled and the shares not owned by Five Mile were converted into the right to receive cash in the amount of $5.25 per share, without interest,” said a spokesman for Prime in a prepared statement.
Duff & Phelps acted as financial advisor to the company’s board of trustees and Winston & Strawn provided legal advice to the company. Five Mile was represented by Goodwin Procter.
As we reported earlier this month, an affirmative vote of the holders of a majority of the company’s 6.2 million outstanding common shares and at least two-thirds of the company’s 4 million outstanding Series B preferred shares were required to approve the merger. All the common shares of Prime voted in favor of the merger, while 2.9 million of the Series B preferred shares voted in favor.
Five Mile holds 100% of Prime’s outstanding common shares and approximately 65% of the Series B preferred shares. The merger was approved by 97% of the Series B preferred shares and 74% of the total number of issued and outstanding Series B preferred shares.