Global Brands Acquisition Corp. Announces Plan to Continue Business as an Internally Managed REIT
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NEW YORK--(Business Wire)--
Global Brands Acquisition Corp. ("Global Brands") (NYSE Amex: GQN), a specified
purpose acquisition company, announced today that it has signed a framework
agreement with Gerrity International, LLC (the "Gerrity Group") which sets forth
the steps Global Brands will take to continue its business as a corporation that
will qualify as a real estate investment trust ("REIT") for U.S. federal income
tax purposes, commencing with its taxable year ending December 31, 2010. Under
the terms of the framework agreement, Global Brands will retain an executive
team led by William Gerrity, Matthew Ostrower and John Heywood, to lead Global
Brands upon completion of the contemplated transactions. Mssrs. Gerrity,
Ostrower and Heywood previously held senior management roles at the Gerrity
Group, a real estate firm specializing in retail real estate investments. It is
anticipated that, subject to stockholder approval, Global Brands will change its
name to Gerrity REIT, Inc.
Global Brands intends to invest in, acquire, own, lease, reposition and manage a
diverse portfolio of necessity-based retail properties, including but not
limited to, well-located community and neighborhood shopping centers, anchored
by national or regional supermarkets and drugstores. The parties will seek to
consummate the transactions contemplated by the framework agreement prior to
February 28, 2010 pending approval by Global Brands stockholders and subject to
certain closing conditions.
Consummation of the transactions contemplated by the framework agreement are
conditioned upon, among other things, the approval by Global Brands`
stockholders of certain amendments to Global Brands` certificate of
incorporation. Global Brands` stockholders will be asked to, among other things,
(i) extend the date on which Global Brands` corporate existence terminates from
December 6, 2009 to February 28, 2010 (the "Extension Amendment"), and (ii)
allow the holders of shares of common stock issued in Global Brands` initial
public offering (the "IPO") to convert their public shares into a pro rata
portion of the funds held in Global Brands` trust account established at the
time of the IPO if the Extension Amendment is approved (the "Conversion"). If
the Extension Amendment and the Conversion are not approved, Global Brands`
corporate existence will terminate except for the purposes of winding up its
affairs and liquidating, pursuant to Section 278 of the Delaware General
Corporation Law.
If the Extension Agreement and Conversion proposals are approved subject to the
limitations discussed, Global Brands will have until February 28, 2010 to
consummate the transactions contemplated by the framework agreement. After such
approvals are obtained, Global Brands will commence an offer to exchange all of
its outstanding warrants for new warrants with different terms. The new warrants
to be offered in the warrant exchange will have an exercise price of $12.00 per
share and will expire five years from the closing date of the transaction,
unless earlier redeemed if Global Brands` stock price is at least $18.75 for any
20 trading days within a 30-trading day period. If holders of at least 95% of
Global Brands` outstanding public warrants do not agree to exchange their
warrants for new warrants, the transactions contemplated by the framework
agreement will not be consummated.
Also under the framework agreement, the Global Brands founders have agreed to
cancel an aggregate of 7,118,056 founders shares and 6,368,056 founders
warrants. In addition, the underwriters of Global Brands` initial public
offering have agreed to reduce a portion of the deferred underwriting
commissions owed to them, which were originally an aggregate of $14,375,000.
"We believe that the opportunity set for core retail real estate investing is
very deep and that the leadership of the Gerrity Group has the proven track
record and investing acumen to drive shareholder value" said Joel Horowitz,
Chief Executive of Global Brands who will retain a board seat upon completion of
the transaction. "Gerrity REIT, as a newly formed REIT, is expected to have
significant equity to invest in a capital-constrained environment, and we expect
that the in-place team at Gerrity will be able to rapidly deploy that equity in
attractive risk-adjusted investments," added Mr. Horowitz.
William Gerrity, who has agreed to become the Chief Executive Officer of Gerrity
REIT said, "Our initial focus will be on our core competency of acquiring and
operating necessity-based retail properties in the Western United States, where
there is currently a large and growing backlog of shopping centers for sale. The
public capital markets have demonstrated their strength and durability. We are
excited to become an integrated publicly traded equity REIT, which offers the
optimal alignment of interests between investors and managers and should provide
the most consistent and efficient access to long-term capital for professional
real estate organizations like ours."
Global Brands` Management and Investment Team
It is anticipated that Mr. Gerrity will serve as the President and CEO of Global
Brands upon completion of the framework transactions. Mr. Gerrity has over 25
years of experience in the development, acquisition, management and disposition
of shopping centers in the Western United States as well as in Asia. Mr. Gerrity
has worked in partnership with Morgan Stanley, Principal Financial Group, and
the Washington State Investment Board. His early real estate activity involved
the design, development and management of office, industrial, residential,
retail and hotel properties. In 1994, he began to specialize in shopping center
and retail properties. He managed and operated the GMS partnerships which
focused on retail assets in the western United States. Mr. Gerrity serves on the
Board of Directors of the New America Foundation as well as on the Policy
Advisory Board of the Fisher Centre for Real Estate and Urban Economics at the
University of California at Berkeley and is a member of the International
Council of Shopping Centers and the Urban Land Institute.
It is anticipated that Mr. Ostrower will serve as Chief Investment Officer of
Global Brands upon completion of the framework transactions. Mr. Ostrower has
spent his entire career focused on public real estate investments. Prior to
joining the Gerrity Group, he served as Managing Director and leader of Morgan
Stanley's REIT equity research team. Before joining Morgan Stanley, he served as
Portfolio Manager for Pioneer's REIT mutual fund. Mr. Ostrower received a BA
from Tufts University and a joint Masters degree in real estate and city
planning from the Massachusetts Institute of Technology. He is a Chartered
Financial Analyst. Mr. Ostrower is also a member of the Board of Directors of
Ramco-Gershenson Properties Trust.
It is anticipated that Mr. Heywood will serve as Chief Operating Officer of
Global Brands upon completion of the framework transactions. Mr. Heywood has
over 25 years experience in real estate and construction in Australia, Asia, the
UK, the US and Canada. His experience extends to strategic real estate planning,
post-merger integration, corporate restructuring, portfolio & investment
management and the risk management of major capital programs. Prior to joining
the Gerrity Group, Mr. Heywood was a partner at Ernst & Young and led the firm`s
real estate advisory practice which provided SOX 404 compliance for REITs, real
estate operating companies and major corporations in the Western US. Mr. Heywood
also previously held a number of senior executive positions with BP, Mapeley
Limited and Lend Lease Real Estate Investments. He is a member of the Urban Land
Institute serving on the Urban & Mixed Use Council and a member of the Project
Management Institute.
Morgan Stanley and Citi are advising Global Brands in the transaction.
Conference Call Information
Global Brands and the Gerrity Group will host a conference call at 10:00am
Eastern Time today (November 9, 2009) to discuss the proposed transactions. The
call will be open to the public and can be accessed by dialing 1-888-264-8945
for domestic callers. International callers can access the call by dialing
1-913-312-1450. The number should be dialed at least 10 minutes prior to the
start of the call. The slides complementary to the presentation will be
available prior to the call on the website of the SEC at www.sec.gov as part of
Global Brands` 8-K filing today. The slides will also be available on Global
Brands` website at www.globalbrandsacquisition.com.
A replay of the conference call will be available through 11:59am on November
23, 2009. Domestic callers may access the call by dialing 888-203-1112 and
entering 2017480 when prompted for a passcode followed by the pound sign.
International callers may access the call by dialing 719-457-0820 and passcode
2017480 followed by the pound sign.
Global Brands Acquisition Corp.
Global Brands Acquisition Corp. is a blank check company formed for the purpose
of acquiring, through a merger, capital stock exchange, stock purchase, asset
acquisition or other similar business combination, one or more assets or control
of one or more operating businesses. Since its initial public offering, Global
Brands` activities have been limited to identifying and evaluating prospective
acquisition targets.
Forward-looking statements
This press release includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Global Brands` actual results may differ from its
expectations, estimates and projections and, consequently, you should not rely
on these forward looking statements as predictions of future events. Words such
as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Global Brands` expectations with respect to future performance and
anticipated financial impacts of the proposed transactions; approval of the
proposed certificate of incorporation amendments and related transactions by
shareholders; consummation of the warrant exchange; the satisfaction of the
closing conditions to the proposed transactions; and the timing of the
completion of the proposed transactions.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside Global Brands` control and difficult
to predict. Factors that may cause such differences include, but are not limited
to, the possibility that the expected growth will not be realized, or will not
be realized within the expected time period, due to, among other things, (1) the
REIT environment; (2) changes in the commercial finance and the real estate
markets; (3) general economic conditions; and (4) legislative and regulatory
changes (including changes to laws governing the taxation of REITs). Other
factors include the possibility that the transactions contemplated by the
framework agreement do not close, including due to the failure to receive
required stockholder approvals, warrant exchange or the failure of other closing
conditions.
Global Brands cautions that the foregoing list of factors is not exclusive.
Additional information concerning these and other risk factors is contained in
Global Brands` most recent filings with the Securities and Exchange Commission
("SEC"). All subsequent written and oral forward-looking statements concerning
Global Brands, the framework agreement, the related transactions or other
matters and attributable to Global Brands or any person acting on its behalf are
expressly qualified in their entirety by the cautionary statements above. Global
Brands cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Global Brands does not
undertake or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement to reflect any change in
its expectations or any change in events, conditions or circumstances on which
any such statement is based.
Additional Information
Global Brands intends to file preliminary proxy statements with the SEC in
connection with the proposed transactions and to mail definitive proxy
statements and other relevant documents to Global Brands stockholders.
Stockholders of Global Brands and other interested persons are advised to read,
when available, the preliminary proxy statements, and amendments thereto, and
the definitive proxy statements in connection with solicitation of proxies for
the special meetings of Global Brands` stockholders to be held to approve the
transactions because these proxy statements will contain important information
about Global Brands and the proposed transactions. Such persons can also read
Global Brands final prospectus from its initial public offering dated December
6, 2007, its annual report on form 10-K for the fiscal year ended March 31,
2009, which was filed with the SEC on June 11, 2009, as amended ("Annual
Report") and other reports as filed with the SEC, for a description of the
security holdings of Global Brands` officers and directors and their affiliates
and their other respective interests in the successful consummation of the
proposed transaction. The definitive proxy statements will be mailed to
stockholders as of record dates to be established for voting on the proposed
transactions, certificate of incorporation amendments and related transactions.
Stockholders will also be able to obtain a copy of the preliminary and
definitive proxy statements, without charge, once available, at the SEC`s
Internet site at http://www.sec.gov or by directing a request to: Global Brands
Acquisition Corp., 11 West 42nd Street, 21st Floor, New York, NY 10036,
Attention: Jay Desai, telephone (212) 201-8371.
Participation in Solicitation
Global Brands, and its respective directors, executive officers, affiliates and
other persons may be deemed to be participants in the solicitation of proxies
for the special meetings of Global Brands` stockholders to approve the proposed
transaction. A list of the names of those directors and officers and
descriptions of their interests in Global Brands is contained in Global Brands`
Annual Report. Global Brands` stockholders may also obtain additional
information about the interests of its directors and officers in the
transactions by reading the proxy statements and other relevant materials to be
filed by Global Brands with the SEC when they become available.
Disclaimer
This press release is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of Global Brands, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.
Media:
ICR Inc.
Evelyn Infurna, 203-682-8326
Evelyn.infurna@icrinc.com
or
Investor:
Global Brands Acquisition Corp.
Jay Desai, 212-201-8371
Jay.desai@globalbrandsacq.com
Copyright Business Wire 2009
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