Silver Bay Realty Trust Corp. (NYSE:SBY) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders
As previously disclosed, Silver Bay Realty Trust Corp., a
Maryland corporation (the Company), Silver Bay Management LLC, a
Delaware limited liability company, and Silver Bay Operating
Partnership L.P., a Delaware limited partnership, entered into a
definitive Agreement and Plan of Merger (the Merger Agreement)
with Tricon Capital Group,Inc., a company incorporated under the
laws of the Province of Ontario, TAH Acquisition Holdings LLC, a
Delaware limited liability company (Parent), and TAH Acquisition
LP, a Delaware limited partnership. Subject to the terms and
conditions of the Merger Agreement, the Company will merge with
and into Parent, with Parent continuing as the surviving entity
(the Merger).
The Company held a Special Meeting of Stockholders on May5, 2017
at 8:00 a.m., Central time (the Special Meeting), to vote on the
approval of the Merger Agreement, the Merger and the other
actions and transactions contemplated in the Merger Agreement. At
the Special Meeting, 25,869,125 shares cast votes out of a total
of 35,471,089 shares entitled to vote and accordingly a quorum
was present.
The following describes the matters considered by the Companys
stockholders at the Special Meeting, as well as the results of
votes cast at the Special Meeting:
Proposal 1:
To approve the Merger Agreement, the Merger and the other actions
and transactions contemplated by the Merger Agreement.
|
For |
|
Against |
|
Abstain |
|
|
25,538,462 |
|
89,176 |
|
241,487 |
|
Proposal 2:
To approve any proposal submitted to approve the adjournment of
the Special Meeting to a later date or dates, if necessary or
appropriate, to solicit additional proxies in the event that
there are not sufficient votes at the time of the Special Meeting
to approve the Merger Agreement, the Merger and the other actions
and transactions contemplated by the Merger Agreement.
|
For |
|
Against |
|
Abstain |
|
|
23,500,150 |
|
2,138,615 |
|
230,360 |
|
As a result of the votes cast at the Special Meeting, both
proposals were approved by the Companys stockholders. It was not
necessary to adjourn the Special Meeting under the authority
granted by Proposal 2 because there were sufficient votes at the
time of the Special Meeting to approve Proposal 1.
Subject to the satisfaction or waiver of the remaining conditions
in the Merger Agreement, the closing of the Merger is expected to
occur during the week of May8th, 2017.
Forward-Looking Statements
All statements included or referenced may contain statements that
are not historical facts and that constitute forward-looking
statements within the meaning of such term under the Private
Securities Litigation Reform Act of 1995, Section27A of the
Securities Act of 1933, as amended, and Section21E of the
Securities Exchange Act of 1934, as amended, which we refer to as
the Exchange Act. Our actual results may differ from
expectations, estimates and projections and, consequently, these
forward-looking statements should not be relied upon as
predictions of future events. Words such as expect, target,
assume, estimate, project, budget, forecast, anticipate, intend,
plan, may, will, could, should, believe, predicts, potential,
continue, and similar expressions are intended to identify such
forward-looking statements. Silver Bay stockholders are cautioned
that any forward-looking statements are not guarantees of future
performance and may involve significant risks and uncertainties,
and that actual results may vary materially from those in the
forward-looking statements. These risks and uncertainties
include, but are not limited to, the risks detailed in our
filings with the SEC, including in our most recent filings on
Forms 10-K and 10-Q, factors and matters described or
incorporated by reference in our Definitive Proxy Statement filed
on March28, 2017, and the following factors: (i)the inability to
complete the Merger due to failure to satisfy the remaining
conditions to the completion of the Merger; (ii)the risk that the
Parent Parties may not be able to raise
sufficient proceeds from its planned debt and equity financings
to pay for the merger consideration; (iii)the risk that the
Merger Agreement may be terminated in circumstances that
require us to pay the Parent Parties a termination fee of $24.5
million; (iv)the outcome of any legal proceedings that may be
instituted against us and others related to the Merger
Agreement; (v)risks that the proposed Merger affects our
ability to retain or recruit employees; (vi)the fact that
receipt of the all-cash merger consideration would be taxable
to the stockholders that are treated as U.S. holders for U.S.
federal income tax purposes; (vii)the fact that, if the Merger
is completed, the Silver Bay stockholders will forego the
opportunity to realize the potential long-term value of the
successful execution of Silver Bays current strategy as an
independent company; (viii)the fact that under the terms of the
Merger Agreement, Silver Bay is unable to solicit other
acquisition proposals during the pendency of the Merger;
(ix)the effect of the announcement or pendency of the Merger on
our business relationships, operating results and business
generally, including risks related to the diversion of the
attention of management or employees during the pendency of the
Merger; (x)the amount of the costs, fees, expenses and charges
related to the Merger Agreement or the Merger; and (xi)the risk
that our stock price may decline significantly if the Merger is
not completed. For additional information, please see the
information contained under the caption Risk Factors and
information in our consolidated financial statements and notes
thereto included in our most recent filings on Forms 10-K and
10-Q. No assurance can be given that these are all of the
factors that could cause actual results to vary materially from
the forward-looking statements. Except as required by
applicable law, we undertake no obligation to publicly update
forward-looking statements, whether as a result of new
information, future events or otherwise. The Silver Bay
stockholders are advised to consult any future disclosures that
we make on related subjects as may be detailed in our other
filings made from time to time with the SEC.
About Silver Bay Realty Trust Corp. (NYSE:SBY)
Silver Bay Realty Trust Corp. is an internally managed real estate investment trust. The Company is focused on the acquisition, renovation, leasing and management of single-family properties in certain markets in the United States. The Company owns approximately 9,020 single-family properties in Arizona, California, Florida, Georgia, Nevada, North Carolina, Ohio, South Carolina and Texas. The Company conducts its business and owns its properties through Silver Bay Operating Partnership L.P. (the Operating Partnership). The Company’s properties are located in various markets, such as Atlanta, Phoenix, Tampa, Dallas, Orlando, Jacksonville, Las Vegas, Tucson, Southeast Florida, Northern California and Southern California. The Southeast Florida market consists of Miami-Dade, Broward and Palm Beach counties. The Northern California market consists of Contra Costa, Napa and Solano counties. The Southern California market consists of Riverside and San Bernardino counties. Silver Bay Realty Trust Corp. (NYSE:SBY) Recent Trading Information
Silver Bay Realty Trust Corp. (NYSE:SBY) closed its last trading session down -0.01 at 21.49 with 212,869 shares trading hands.
