Local real estate magnate Jay Shidler is buying out about 1,000 investors who acquired stock in a company that aspired to amass an office building empire but backslid toward a precipice of insolvency.
The buyout will remove stock in Honolulu-based Pacific Office Properties Trust Inc. from public trading and make the company a private entity wholly owned by Shidler, who is a major University of Hawaii philanthropist and heads The Shidler Group.
Pacific Office announced the deal last week in a filing with the U.S. Securities and Exchange Commission.
Through the buyout, Shidler will pay Pacific Office stockholders $3 million for their shares.
The deal will end Pacific Office’s decade-long existence as a public company that started with visions of growth that were upset by an economic recession and a prolonged struggle in which Pacific Office had to voluntarily or involuntary unload nearly all its office buildings in Hawaii and on the mainland.
Shidler established Pacific Office in 2008 by contributing nine buildings he owned in Honolulu, San Diego and Phoenix while offering stock in the new company to the public. The idea was that raising capital by selling stock would help finance the acquisition of many more office buildings.
Pacific Office managed to expand its real estate portfolio to 24 properties. But the company had difficulty raising private capital to further expand, and mortgage debt, combined with weakness in office-leasing markets, helped cause the loss of some buildings to foreclosure. Pacific Office also resorted to selling other buildings, including the Pan Am Building and First Insurance Center in Honolulu, to pay debts and continue operations.
Pacific Office now owns only two properties —
Waterfront Plaza and
Davies Pacific Center in
Honolulu — as well as a
5 percent stake in an
Arizona property.
Through September the company’s cumulative loss since inception totaled
$256 million. Shares of Pacific Office stock that started trading at $6.67 on its first day averaged
13 cents in the last quarter of 2018. This year through Jan. 24, Pacific Office shares averaged 3 cents.
Shidler’s buyout will pay common stockholders 1 cent per share. Holders of a senior class of Pacific Office stock will receive $1.25 per share.
The buyout was announced Jan. 24, which is when the Pacific Office board, led by Shidler, approved the deal after an independent review by New York-based advisory firm Duff &Phelps LLC concluded the deal was fair. No shareholder vote is needed because Shidler controls majority voting power.
Pacific Office reported that Duff &Phelps put the value of its assets at between $245 million and
$265 million, which compares with $260 million in total company debt as of September.
Mortgage debt on the company’s two Honolulu buildings matures in August. Pacific Office said its immediate plan is to refinance the debt, though it as yet has no committed financing sources available.
“If we are unable to repay, extend or refinance our existing mortgage debt, we may be forced to give back these properties to our mortgage lenders,” Pacific Office said in the filing.
Shidler may be in a
better position to preserve Pacific Office’s last assets. The wealthy real estate investor in 2017 donated the land under 11 office and
hotel buildings he owned
on the mainland to UH.
That gift is projected to
provide the university with $2.1 billion in rental income over 99 years, after which UH would own the buildings, which could then
be worth an estimated
$5.1 billion.