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John S. Bailey and Patricia S. Bailey Announce Reorganization of Holdings of BSR Real Estate Investment Trust

John S. Bailey and Patricia S. Bailey Announce Reorganization of Holdings of BSR Real Esta...

articleBsr Real Estate Investment TrustFebruary 24, 20205/company/bsr-real-estate-investment-trust-1/news/john-s-bailey-and-patricia-s-bailey-announce-reorganization-of-holdings-of-bsr-real-estate-investment-trust
John S. Bailey and Patricia S. Bailey Announce Reorganization of Holdings of BSR Real Estate Investment Trust

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[{"type":"text","content":"\n\n\n\nJohn S. Bailey and Patricia S. Bailey Announce Reorganization of Holdings of BSR Real Estate Investment Trust\n\n/* Style Definitions */\nspan.prnews_span\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\na.prnews_a\n{\ncolor:blue;\n}\nli.prnews_li\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\np.prnews_p\n{\nfont-size:0.62em;\nfont-family:\"Arial\";\ncolor:black;\nmargin:0in;\n}\n\n\n\n\n\n\n\nCanada NewsWire\nLITTLE ROCK, AR, Feb. 24, 2020\n\n\n\nLITTLE ROCK, AR, Feb. 24, 2020 /CNW/ - John S. Bailey and Patricia S. Bailey announced today that they have reorganized the ownership of certain trust units (\"Trust Units\") of BSR Real Estate Investment Trust (the \"REIT\") and class B units (\"Class B Units\") of BSR Trust, LLC previously held by J&P Unit Holding, LLC (\"J&P\"). Each Class B Unit is redeemable by the holder thereof for cash or one Trust Unit (subject to customary anti-dilution adjustments), as determined by BSR Trust, LLC in its sole discretion.\nIn connection with the reorganization:\nJ&P sold 2,000,000 Trust Units to a new trust (the \"Employee Trust\") established for the benefit of certain executive officers and employees of the REIT, with J&P maintaining voting control over such Trust Units until October 2023 pursuant to a voting agreement entered into in connection with the transfer. The Employee Trust acquired the Trust Units at a price of US$12.77 per Trust Unit for total consideration of US$25,543,000, with financing provided by an affiliate of John S. Bailey;J&P distributed 4,700,000 Class B Units to Patricia S. Bailey;J&P distributed 200,000 Trust Units to Patricia S. Bailey; andPatricia S. Bailey ceased being an indirect shareholder of J&P, leaving John S. Bailey as the sole indirect shareholder of J&P.Prior to the reorganization: (a) John S. Bailey beneficially owned or exercised control or direction over 3,397,897 Trust Units and 11,589,246 Class B Units (in each case including all securities held by J&P and certain other entities over which John S. Bailey has control or direction), which together represented an approximate 33.5% interest in the REIT (determined as if all Class B Units are redeemed for Trust Units) and an approximate 15.1% and 52.1% interest in the outstanding Trust Units and Class B Units, respectively; and (b) Patr...

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