Trinity Merger TMCXU = 1C + 1W
Broadmark BMRK
8/12/19 Merger announce Trust 10.47
Merger Presentation Link
Merger requires approval of 65% of warrant holders.
Trinity sub filing 8/13 warrants 30 cent offer
4. Adjustments.
4.1 Stock Dividends.
4.1.1 Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and...................................................................................... (ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
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4.1.2 Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of shares of Common Stock by the Company if a proposed Business Combination is presented to the stockholders of the Company for approval, (e) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares of Common Stock if the Company does not complete the Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation or (f) in connection with the redemption of public shares of Common Stock upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).
Trust = $10.20 at IPO ~ $352mm. at J.P. Morgan Chase Bank, N.A - Continental trustee.
1 W + $11.50 > 1 C. Call 18.
Deadline 18 Months. Nov 17, 2019.
B Riley FBR.
Focus Real Estate/Hospitality/Lodging
We may pursue an initial business combination target in any industry or sector, however, given the experience of our founders, the Company expects to focus on acquiring a business combination target with a real estate component (such as a real estate investment or management company, or a business within the hospitality and lodging industry).
We believe that we will benefit from the extensive operating and deal-making experience of our management team.
Our leadership team has a substantial track record of investing in the lodging sector, including the acquisition of more than 50 hotels with more than 30,000 keys in the United States and abroad, through their respective firms.
Together, Mr. Hehir and Mr. Neibart have more than 60 years of combined investment experience and have a strong track record of investing in real estate equity, debt and corporate acquisitions across both expansionary and recessionary market cycles. Mr. Hehir and Mr. Neibart have partnered on several large institutional real estate transactions over the past two decades and together, now lead our sponsor, HN Investors LLC.
Sean A. Hehir has more than 20 years of experience in real estate investment and asset management, and currently serves as the President and Chief Executive Officer of Trinity Investments. In addition to management of Trinity Investments, Mr. Hehir oversees the investment activities of Trinity Investments, including sourcing and executing investment opportunities, formulating investment strategy, and structuring acquisitions and dispositions. Since joining Trinity Investments in May 1998, Mr. Hehir has executed over $4 billion of global real estate transactions, including approximately $2 billion of lodging real estate. Prior to joining Trinity, Mr. Hehir worked for HVS International, a leading consulting firm to the hospitality industry, as a senior associate performing in-depth market studies, financial analyses, income and expense projections, valuations and feasibility studies, competitive market and property positioning studies, and operational reviews for hotels ranging from limited-service to full-service corporate and resort properties. Mr. Hehir has a Bachelor of Science degree in Hotel Administration from Cornell University and holds a Diploma in Hotel Administration from the Hotel Institute Montreux, Switzerland.
Lee S. Neibart is a partner in the Ares Real Estate Group, focused on fundraising and U.S. opportunistic investing. Mr. Neibart serves on the Ares Real Estate Group’s U.S. Development and Redevelopment Fund II Investment Committee. He is a Director on various boards relating to Ares’ investment portfolio. Mr. Neibart joined Ares Management LLC in July 2013 from AREA Property Partners (formerly Apollo Real Estate Advisors) where he was a Global CEO from 1993 to 2013. In addition to his work with Ares, Mr. Neibart also serves as Chief Executive Officer of HBS Global Properties, a joint-venture between Hudson’s Bay Company (TSX: HBC) and Simon Property Group (NYSE: SPG) which owns a portfolio of 83 trophy retail properties throughout the United States, Canada and Germany.
Mr. Neibart currently serves as a director of Hudson’s Bay Company and a director of Retail Opportunity Investments Corp. (NASDAQ: ROIC), a real estate investment trust (“REIT”). ROIC was formerly NRDC Acquisition Corp (“NRDC”), a special purpose acquisition company (“SPAC”) that went public in 2007. Mr. Neibart is the former president of NRDC. NRDC did not complete a business combination as contemplated at the time of its initial public offering. Instead, following receipt of the approval of its stockholders, NRDC converted to a REIT and changed its name to Retail Opportunity Investments Corp. in 2009. Since its conversion to a REIT in 2009, ROIC has completed many property asset acquisitions; ROIC currently owns more than 90 shopping centers, primarily in the western regions of the United States. Mr. Neibart holds a Bachelor of Arts degree from the University of Wisconsin and a Masters of Business Administration