TWO takes 47% stake in new IPO - To be listed on the NYSE
Silver Bay Realty Trust Begins IPO Of 13.25 Mln Common Shares - Quick Facts
12/4/2012 11:53 AM ET
Silver Bay Realty Trust Corp. announced Tuesday that it has commenced an initial public offering of 13.25 million shares of common stock at an anticipated initial public offering price of between $18.00 and $20.00 per share. Silver Bay stated that it intends to list its common stock on the New York Stock Exchange under the symbol "SBY."
In addition, the underwriters will have a 30-day option to purchase from Silver Bay up to an additional 1.99 million0 shares of common stock, at the initial public offering price.
Additionally, Silver Bay has entered into contribution and merger agreements through which it will acquire, concurrent with the closing of the offering, an initial portfolio of more than 3,100 single-family residential properties through entities associated with Two Harbors Investment Corp., a publicly traded REIT (TWO: Quote), and Provident Real Estate Advisors LLC, a private capital management firm, in exchange for equity interests in Silver Bay or its operating subsidiary, or cash.
Silver Bay noted that it intends to use the net proceeds of the offering to purchase additional single-family properties, to renovate such properties for rental to tenants and for working capital.
Pursuant to a contribution agreement, Two Harbors expects to contribute its existing portfolio of over 2,200 single-family properties to Silver Bay, together with $50 million in cash that will be used by Two Harbors to acquire and renovate properties through the closing. In exchange for the contribution, Two Harbors will receive approximately 17.8 million shares of common stock of Silver Bay, which will represent approximately 47.7% of the outstanding stock of Silver Bay after the offering or approximately 45.3% if the underwriters exercise their option to acquire additional shares within 30 days following the offering. The shares received by Two Harbors will be subject to a 90-day lock-up period following the closing of the IPO, after which Two Harbors may, subject to the discretion and approval of its Board of Directors and in compliance with applicable securities laws, hold, sell or otherwise dispose of the shares, which may include a distribution of the shares by means of a special dividend to Two Harbors shareholders. The Silver Bay common stock will be listed on the New York Stock Exchange under the symbol “SBY.”
