Arizona Land (AMEX:AZL)
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Arizona Land Income Corporation (AMEX: AZL), a real estate investment
trust, today announced that it has filed a definitive proxy statement
for its shareholders’ meeting scheduled for
January 14, 2008. In addition to routine matters normally presented for
consideration by shareholders at an annual meeting, shareholders will be
asked to approve transactions whereby AZL will acquire the West Coast
office portfolio of The Shidler Group, and reincorporate in Maryland
under the name Pacific Office Properties Trust, Inc. (“Pacific
Office Properties”).
Under the agreement governing the transactions forming Pacific Office
Properties, ownership interests in nine office properties located in
Honolulu, San Diego and Phoenix with a gross asset value of
approximately $563 million will be contributed to an umbrella
partnership (“UPREIT”)
to be formed by AZL, in exchange for limited partnership interests in
the UPREIT and an unsecured promissory note in the principal amount of
$12 million. As part of the formation of the company, and in addition to
the previously announced subscription, Pacific Office Properties will
issue 180,000 shares of common stock at a negotiated price of $7.50 per
share and grant options to purchase up to 500,000 shares of common stock
at a price of $7.50 per share.
Pacific Office Properties will be externally managed by Pacific Office
Management, Inc., an affiliate of The Shidler Group (“Pacific
Office Management”) and will own interests in
properties comprising 2.4 million square feet of office space. In
addition, Dallas E. Lucas, formerly Chief Financial Officer of Maguire
Properties, has been named Chief Executive Officer of both Pacific
Office Properties and Pacific Office Management.
Thomas Hislop, CEO and Chairman of AZL, stated, “We
are very happy to present our shareholders with the opportunity to
approve the transaction we have structured with The Shidler Group.
Having worked with The Shidler Group’s
management team during this process, we are even more confident that
this transaction is in the very best interests of our shareholders.”
Jay Shidler, founder of The Shidler Group and slated Chairman of the
Board of Pacific Office Properties stated, “We
are pleased to be approaching this important step in the transaction
process, the request for approval by the shareholders. We
enthusiastically look forward to implementing our business plan, which
we believe will maximize shareholder value for all of the existing and
future shareholders in AZL and Pacific Office Properties.”
About Pacific Office Properties Trust
Pacific Office Properties Trust will be a real estate investment trust,
which will acquire, own, and operate office properties in the western
U.S., focusing initially on the four high-growth markets of Honolulu,
San Diego, Los Angeles, and Phoenix.
The Company will focus on acquiring, with institutional co-investors, “value-added”
office buildings whose potential can be maximized through improvements,
repositioning, and superior leasing and management. The Company will
continue The Shidler Group’s highly
successful institutional joint-venture operations, which focus on
acquiring opportunistic and value-added commercial real estate in
partnership with institutional co-investors.
About Arizona Land Income Corporation
Arizona Land Income Corporation is a real estate investment trust
headquartered in Phoenix, Arizona. It is externally advised by ALI
Advisors, Inc. and currently has a portfolio of real estate and other
assets aggregating approximately $4.2 million.
About The Shidler Group
The Shidler Group is a private long-term investor in commercial real
estate. Over the past 30 years, through its private and public
affiliates, it has acquired, owned and managed more than 2,000
properties containing over 150 million square feet of leaseable area.
Currently, The Shidler Group, through its affiliates, owns and manages
commercial properties in Honolulu, Los Angeles, San Diego and Phoenix,
and maintains offices in Honolulu, San Diego, Phoenix and New York. The
Shidler Group has founded three publicly traded real estate investment
trusts – Corporate Office Properties Trust
(NYSE: OFC), First Industrial Realty Trust (NYSE: FR), and Tri Net
Corporate Realty Trust (formerly, NYSE: TRI, now part of iStar Financial
(NYSE: SFI)). The Shidler Group also founded Primus Guaranty, Ltd.
(NYSE: PRS), a Bermuda-based holding company whose primary subsidiary,
Primus Financial Products, is a AAA/Aaa rated provider of credit default
protection.
Credit Suisse Securities (USA) LLC is acting as financial advisor to The
Shidler Group, and Peacock, Hislop, Staley, & Given, Inc. is acting as
financial advisor to AZL. Barack Ferrazzano Kirschbaum & Nagelberg LLP
is serving as legal advisor to The Shidler Group, and Squire, Sanders &
Dempsey L.L.P. is serving as legal advisor to AZL.
Additional Information and Where to Find
It
This press release does not constitute a solicitation for votes for the
transaction. In connection with the proposed transaction, AZL has filed
a proxy statement regarding the proposed transaction with the Securities
and Exchange Commission. Shareholders are able to obtain a free copy of
the definitive proxy statement and other documents filed by AZL with the
SEC at the SEC's website at www.sec.gov.
The definitive proxy statement and other relevant documents are also be
available, free of charge, from AZL by directing such request to Ms.
Deanna Barela at (602) 952-6821 or dbarela@phsg.com.
Shareholders are urged to read the proxy statement and other relevant
material before making any voting decisions with respect to the
transaction.
AZL and its respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the shareholders of
AZL in connection with the transaction. Information about AZL and its
directors and executive officers, and their ownership of AZL common
stock, is set forth in the proxy statement, which was filed with the SEC
on December 13, 2007.
Certain Information About Forward Looking
Statements
Statements contained in this release except for historical information
are forward-looking statements that are based on current expectations
and involve risks and uncertainties. Without limiting the generality of
the foregoing, words such as “may,”
“will,” “expect,”
“believe,” “anticipate,”
“intend,” “could,”
“estimate,” or “continue,”
or the negative or other variations thereof or comparable terminology,
are intended to identify forward-looking statements. The risks and
uncertainties inherent in such statements may cause actual future events
or results to differ materially and adversely from those described in
the forward-looking statements. Specifically, there can be no assurance
that the parties will complete a strategic transaction on favorable
terms or at all. Important factors that may cause a difference between
projected and actual results for AZL are discussed in AZL’s
filings from time to time with the SEC, including but not limited to AZL’s
annual reports on Form 10-KSB, subsequent quarterly filings on Form
10-QSB and current reports on Form 8-K. AZL and The Shidler Group
disclaim any obligation to revise or update any forward-looking
statements that may be made from time to time by any of them or on their
behalf.