false 0001175535 0001175535 2024-06-10 2024-06-10
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 Or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 10, 2024
 
Whitestone REIT
(Exact name of registrant as specified in charter)
Maryland
  
001-34855
  
76-0594970
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
         
 
2600 South Gessner, Suite 500,
  
77063
  
 
Houston, Texas
      
 
(Address of principal executive offices)
  
(Zip Code)
  
 
 
Registrant's telephone number, including area code: (713) 827-9595
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
   
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule #14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per share
WSR
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 8.01. Other Events.
 
On June 10, 2024, Whitestone REIT (“the Company”) responded to an acquisition offer from MCB Real Estate (“MCB”).
 
A copy of the Company’s letter dated June 10, 2024 is attached hereto as Exhibits 99.1 and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit Number
Description
   
99.1
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
   
Whitestone REIT
   
(Registrant)
     
Date:
June 10, 2024
By: /s/ John S. Hogan
   
Name: John S. Hogan
Title: Chief Financial Officer
 
 

Exhibit 99.1

 

whitestonereit01.jpg
 

 

June 10, 2024

 

Via Email

 

P. David Bramble

Managing Partner

MCB Real Estate

2002 Clipper Park Rd. Suite 105

Baltimore, MD 21211

 

Dear Mr. Bramble,

 

We very much appreciate the time spent together and your insight as a shareholder. Our Board of Trustees (the “Board”) has evaluated your offer to purchase Whitestone REIT, presented in a letter to us dated June 3, 2024, and respectfully declines your offer.

 

The Board believes that your indicated offer price does not represent a fair valuation and strongly believes that current management has a clear strategy and compelling pathway for creating long-term shareholder value significantly greater than the amount offered.

 

We remain committed to exploring all avenues for value creation and look forward to continued interaction with MCB and to generating value for MCB and all Whitestone shareholders.

 

 

Sincerely,

 

dkh01.jpg

 

David K. Holeman

Chief Executive Officer

 

Cc: Whitestone Board of Trustees

 

 

 

 

 

2600 South Gessner Suite 500 •  Houston, Texas  77063 • Toll Free  866.789.7348 • Fax 713.465.8847 • www.whitestonereit.com

 

 
v3.24.1.1.u2
Document And Entity Information
Jun. 10, 2024
Document Information [Line Items]  
Entity, Registrant Name Whitestone REIT
Document, Type 8-K
Document, Period End Date Jun. 10, 2024
Entity, Incorporation, State or Country Code MD
Entity, File Number 001-34855
Entity, Tax Identification Number 76-0594970
Entity, Address, Address Line One 2600 South Gessner, Suite 500
Entity, Address, Postal Zip Code 77063
Entity, Address, City or Town Houston
Entity, Address, State or Province TX
City Area Code 713
Local Phone Number 827-9595
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares of Beneficial Interest
Trading Symbol WSR
Security Exchange Name NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001175535
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