STORE Capital Corporation (NYSE: STOR, “STORE Capital” or the “Company”), an internally managed net-lease real estate investment trust (REIT) that invests in Single Tenant Operational Real Estate, and GIC, a global institutional investor in partnership with Oak Street, a Division of Blue Owl, one of the largest net lease investors, today announced that they have entered into a definitive agreement under which GIC and funds managed by Oak Street will acquire STORE Capital in an all-cash transaction valued at approximately $14 billion.
Under the terms of the definitive merger agreement, STORE Capital stockholders will receive $32.25 per share in cash, which represents a premium of 20.4% to STORE Capital’s closing stock price as of September 14, 2022 and a premium of 17.8% to the 90-day volume weighted average stock price through that date.
“This all-cash transaction delivers a meaningful premium that provides immediate and certain value for our stockholders in a challenging market environment, while positioning the Company, its customers and its partners for continued success,” said Tawn Kelly, Chairman of the Board of Directors of STORE Capital. “I would like to extend my thanks to the entire Board and management team for their hard work during this process, and for their unwavering commitment to acting in the best interests of our stockholders.”
“We are pleased to partner with GIC and Oak Street to deliver what we believe is an excellent outcome for our stockholders,” said Mary Fedewa, President and Chief Executive Officer of STORE Capital. “This opportunity is an endorsement, by two leading real estate investors with significant access to capital, of the strength of our platform, our experienced leadership team and our disciplined investment approach. We look forward to continuing to grow and support our customers.”
“As one of the largest dedicated U.S. net lease real estate companies in a nearly US$4 trillion-dollar market, STORE Capital is a strong addition to GIC’s diverse portfolio of U.S. real estate investments,” said Adam Gallistel, Head of Americas Real Estate, GIC. “We are confident the Company will continue its trajectory of accretive growth by meeting the demand for long-term financing solutions from middle market U.S. companies. We look forward to working closely with STORE Capital and our partners at Oak Street to grow this platform over the long term.”
“As a global long-term investor, GIC seeks to invest in best-in-class businesses with strong long-term growth potential,” said Lee Kok Sun, Chief Investment Officer of Real Estate, GIC. “We are thrilled to lead this investment in STORE Capital given its impressive cash flow profile, long-weighted average lease term and highly diversified portfolio with strong rent coverage.”
“We are extremely excited to invest together with a like-minded and thoughtful partner in GIC,” said Marc Zahr, President of Oak Street. “We believe the STORE Capital platform complements Oak Street’s exposure to the triple-net industry and our focus on sale-leasebacks. The potential scale of this combination and partnership can deliver one of the most diversified, unique and long dated net lease platforms across the globe.”
Timing and Approvals
The transaction, which was unanimously approved by the STORE Capital Board of Directors, is expected to close in the first quarter of 2023, subject to approval by STORE Capital’s stockholders and the satisfaction of certain other customary closing conditions. The closing of the transaction is not subject to any financing conditions.
The definitive merger agreement includes a 30-day “go-shop” period that will expire on October 15, 2022, which permits STORE Capital and its representatives to actively solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and the Company does not intend to disclose developments with respect to the go-shop process unless and until it determines such disclosure is appropriate or is otherwise required.
Under the terms of the definitive merger agreement, STORE Capital will declare and pay its third quarter cash dividend in the ordinary course. Thereafter, the Company has agreed to suspend payment of any further regular quarterly dividends through the closing.
Subject to and upon completion of the transaction, STORE Capital’s common stock will no longer be listed on the New York Stock Exchange.
Evercore and Goldman Sachs & Co. LLC are acting as financial advisors to STORE Capital, and DLA Piper LLP (US) is acting as its legal counsel. Eastdil Secured Advisors LLC and Citigroup Global Markets Inc. are acting as financial advisors to GIC and Oak Street. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to GIC and Kirkland & Ellis LLP is acting as legal counsel to Oak Street.