Attached files
| file | filename |
|---|---|
| 8-K - FSP 50 South Tenth Street Corp | eps5710.htm |
Exhibit 99.1
FSP 50 SOUTH TENTH STREET CORP.
c/o Franklin Street Properties Corp.
401 Edgewater Place, Suite 200
Wakefield, Massachusetts 01880-6210
June 10, 2014
Notice to FSP 50 South Tenth Street Corp. Shareholders:
FSP 50 South Tenth Street Corp. (the “Company”) was formed to purchase, own and operate a 12-story Class “A” multi-tenant office and retail building containing approximately 486,000 rentable square feet of space in Minneapolis, Minnesota (the “Property”). Between November 2006 and January 2007, FSP Investments LLC completed the sale of equity interests in the Company through the offering on a best efforts basis of 700 shares of preferred stock, $.01 par value per share (“Preferred Stock”). The Preferred Stock was sold for an aggregate consideration of approximately $70,000,000 (the “Original Gross Offering Proceeds”) in a private placement offering to “accredited investors” within the meaning of Regulation D under the Securities Act of 1933 (the “Private Placement Offering”).
On or about May 23, 2014, MacKenzie Realty Capital, Inc. and MacKenzie Capital Management, LP (collectively, the “Purchasers”) made an offer (the “Tender Offer”) to purchase up to 10 shares of the Company’s Preferred Stock for a purchase price equal to $75,000.00 per share of Preferred Stock, less the amount of any dividends made with respect to the Preferred Stock after May 14, 2007 and a transfer fee of $100 (the “Tender Offer Price”). As of the date of this letter, you have either received or should be receiving hard copies of the Purchasers’ Tender Offer materials under separate cover.
The Company has decided to remain neutral as to the Tender Offer and is expressing no opinion as to whether you should accept or reject the Tender Offer. However, the Company believes that you should consider the following information in making your decision on whether or not to accept the Tender Offer:
| (1) | On May 19, 2014, the Company filed a preliminary proxy information statement (the “Proxy Information Statement”) with the United States Securities and Exchange Commission (the “SEC”). The Company expects to file a definitive Proxy Information Statement with the SEC and to solicit the consent of the holders of Preferred Stock to the sale of the Property to an unaffiliated third-party buyer for a minimum gross sales price. |
| (2) | Neither the Company nor any member of the Company’s management team has any relationship (past or present) with the Purchasers. |
| (3) | Assuming that 10 shares of Preferred Stock are tendered to the Purchasers at the Tender Offer Price (excluding any dividend reductions), the Purchasers would pay total consideration of approximately $750,000, which translates into approximately 2% of the Original Gross Offering Proceeds. |
| (4) | Without giving effect to the Tender Offer, the Purchasers and certain affiliates of the Purchasers currently own 3.50 shares of Preferred Stock, which represents approximately 0.50% of the total outstanding shares of Preferred Stock. The Tender Offer is for a maximum of 10 shares of Preferred Stock, which represents approximately 1.43% of the total outstanding shares of Preferred Stock. Assuming that 10 shares of Preferred Stock are tendered to the Purchasers, the Purchasers would own 13.50 shares of Preferred Stock, which would represent approximately 1.93% of the total outstanding shares of Preferred Stock. |
You are urged to read all the materials carefully, including any Tender Offer materials sent to you by the Purchasers, and to consider all the factors set forth therein before making a decision with respect to the Tender Offer. Please note that your participation in the Tender Offer is voluntary, and you are not required to respond to the Purchasers if you do not plan on accepting the terms of the Tender Offer.
If you have any questions regarding the foregoing, please feel free to contact our Investor Services group (800-950-6288) and speak directly with Georgia Touma, Assistant Vice President and Director of Investor Services, or with one of the Investor Services Specialists, Lara Ryan or Michelle Sullivan.
Very truly yours,
FSP 50 SOUTH TENTH STREEET CORP.
/s/ George J. Carter
_________________________________
George J. Carter
President
Forward-Looking Statements
Statements made in this letter that state the Company’s or management's intentions, beliefs, expectations, or predictions for the future may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This letter may also contain forward-looking statements based on current judgments and current knowledge of management, which are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Readers are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation uncertainties in connection with our ability to sell the Property, the current disruptions in the credit markets, changes in economic conditions in the market where we own the Property and in the global markets, risks of a lessening of demand for the type of real estate owned by us, changes in government regulations, and expenditures that cannot be anticipated such as utility rate and usage increases, unanticipated repairs, additional staffing, insurance increases and real estate tax valuation reassessments. See also the "Risk Factors" set forth in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in Part I, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, as the same may be updated from time to time in subsequent filings with the United States Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We will not update any of the forward-looking statements after the date of this letter to conform them to actual results or to changes in our expectations that occur after such date, other than as required by law.