INDUS REALTY TRUST, INC.
Item 8.01. Other Events.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction with the definitive
proxy statement on Schedule 14A filed by the Company on
The section of the Definitive Proxy Statement entitled: "Background of the Merger" is amended and supplemented as follows:
On page 36, the third-to-last paragraph is amended and restated as follows (new language underlined):
"On
On page 36, the penultimate paragraph is amended and restated as follows (new language underlined):
"On
On page 37, the fourth-to-last paragraph is amended and restated as follows (new language underlined):
"On
The tenth sentence in the paragraph spanning pages 38 and 39 is amended and restated as follows (new language underlined):
"The board then discussed the board's perspective on the Initial Proposal with
On page 42, the third-to-last paragraph is amended and restated as follows (new language underlined):
"On
The paragraph spanning pages 45 and 46 is amended and restated as follows (new language underlined):
"On
On page 47, the first paragraph is amended and restated as follows (new language underlined):
"Later that day, Messrs. Gamzon and DuGan and representatives of Morgan Stanley held a brief telephonic meeting with representatives of the Sponsors to discuss Messrs. Gamzon and DuGan's potential interests in having a continued role with the Company after the merger. Messrs. Gamzon and DuGan expressed general openness to a potential future role with the Company, but no specific terms were discussed and no agreements were made during the call, and no such terms have been discussed and no such agreements have been made through the date hereof."
The section of the Definitive Proxy Statement entitled: "Opinion of the Company's Financial Advisor" is amended and supplemented as follows:
On page 56, the following is added after the first paragraph:
"Morgan Stanley observed the following metrics for the selected companies:
Comparable Company P / (D) to Consensus NAV Implied Cap Rate EastGroup Properties* 2 % 4.4 % First Industrial Realty Trust* (4 )% 5.1 % Lexington Property Trust (13 )% 6.1 % STAG Industrial* (2 )% 6.1 %
*Source:
On page 56, the following is added as the penultimate sentence in the first paragraph of the "Net Asset Value Analysis" section:
"In conducting its analysis, Morgan Stanley used share count ranges of
10,364,125 for the low adjusted value and 10,436,656 for the high adjusted
value, which range was determined based on the dilutive effect of outstanding
options and warrants at the low and high end of the valuation range. In
conducting its analysis, Morgan Stanley assumed that the estimated costs
required to consummate the merger would be
On page 57, the final paragraph in the "Discounted Cash Flow Analysis" section is amended and restated as follows (new language underlined):
"In conducting its analysis, Morgan Stanley used a range of implied terminal
values from
Implied Per Share Equity Value Reference Range $57.26 to$64.56 "
On page 58, the first paragraph in the "Research Analyst Price Targets and NAV Targets" section is amended and restated as follows (new language underlined):
"Morgan Stanley reviewed available public market undiscounted trading price
targets for Company common stock by five equity research analysts that provided
a price target for the Company as of
Broker Net Asset Value Price Target Baird $ 58.33$ 61.00 Citi $ 63.82$ 65.00 Colliers Securities $ 75.00$ 60.00 BTIG $ 79.93$ 72.00 JMP Securities NR$ 74.00 "
The section of the Definitive Proxy Statement entitled: "Unaudited Prospective Financial Information" is amended and supplemented as follows:
On page 51, the table of financial projections is amended and restated as follows (new language underlined):
Fiscal Year Ending December 31,
"(dollar amounts in millions)(1) 2023E 2024E 2025E 2026E 2027E
Cash NOI from continuing operations(2)
$ 30 $ 39 $ 41 $ 44 $ 48 Unlevered free cash flow(5)$ (83 ) $ 36 $ 36 $ 41 $ 43
(1) Amounts are rounded to million and thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.
(2) The Company defines "Cash NOI from continuing operations" as rental revenue
less operating expenses of rental properties, real estate taxes and non-cash
rental revenue, including straight-line rents. Cash NOI from continuing
operations is not a financial measure in conformity with
(3) The Company defines "general and administrative expenses" as GAAP general and administrative expense.
(4) The Company defines "EBITDA" as Cash NOI from continuing operations less anticipated general and administrative expenses. EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows or as a measure of liquidity.
(5) The Company defines "Unlevered Free Cash Flow" as EBITDA plus proceeds from the sale of properties or interests in properties less tenant improvement costs and lease commission cost less maintenance capital expenditures less acquisition and development costs."
The section of the Definitive Proxy Statement entitled: "Golden Parachute Compensation" is amended and supplemented as follows:
On page 67, the following is added as the final sentence of this section:
"See "Background of the Merger" for information regarding Messrs. Gamzon and DuGan and their potential respective interests in having a continued role with the Company after the closing of the transaction."
The sections of the Definitive Proxy Statement entitled: "Litigation Related to the Merger" are amended and supplemented in their entirety as follows:
The last paragraph on page 15 and the second paragraph on page 67 are amended and restated as follows (new language underlined):
"On
On page 67, the following is added after the second paragraph:
"The Company believes that no supplemental disclosures are required under applicable laws; however, in order to avoid any risk of the Actions delaying the Merger and minimize the expense of defending the Actions, and without admitting any liability or wrongdoing, the Company is voluntarily making certain disclosures. Nothing in this Definitive Proxy Statement shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the foregoing Actions, including that any additional disclosure was or is required."
Additional Information and Where to Find It
In connection with the proposed transaction, the Company has filed with the
Participants in the Solicitation
The Company and its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders with respect to the proposed transaction. Information about the
Company's directors and executive officers and their ownership of the Company's
securities is set forth in the Company's Annual Report on Form 10-K/A for the
year ended
Additional information regarding the identity of participants in the
solicitation of proxies, and a description of their direct or indirect interests
in the proposed transaction, by security holdings or otherwise, are set forth in
the proxy statement and other materials to be filed with the
Cautionary Statement Regarding Forward Looking Statements
Some of the statements contained in this release constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this release reflect the Company's current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of the Company, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement, which risks and uncertainties include, but are not limited to: the ability to complete the proposed Merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approval and satisfaction of other closing conditions to consummate the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed Merger; risks that the proposed Merger disrupts the Company's current plans and operations or diverts the attention of the Company's management or employees from ongoing business operations; the risk of potential difficulties with the Company's ability to retain and hire key personnel and maintain relationships with customers and other third parties as a result of the proposed Merger; the failure to realize the expected benefits of the proposed Merger; the risk that the proposed Merger may involve unexpected costs and/or unknown or inestimable liabilities; the risk that the Company's business may suffer as a result of uncertainty surrounding the proposed Merger; the risk that stockholder litigation in connection with the proposed Merger may affect the timing or occurrence of the proposed Merger or result in significant costs of defense, indemnification and liability; effects relating to the announcement of the Merger or any further announcements or the consummation of the proposed Merger on the market price of the Company's common stock.
While forward-looking statements reflect the Company's good faith beliefs, they
are not guarantees of future performance or events. Any forward-looking
statement speaks only as of the date on which it was made. The Company disclaims
any obligation to publicly update or revise any forward-looking statement to
reflect changes in underlying assumptions or factors, of new information, data
or methods, future events or other changes. For a further discussion of these
and other factors that could cause the Company's future results to differ
materially from any forward-looking statements, see the section entitled "Risk
Factors" in the Company's Annual Report on Form 10-K for the year ended
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