Great news, go GRB
Mr. Jeff Ciachurski reports
GREENBRIAR RECEIVES UNSOLICITED $79.9 MILLION CASH OFFER TO PURCHASE SAGE RANCH
Greenbriar Capital Corp. has received an unsolicited offer to purchase Greenbriar's interest in and to the 995-home Sage Ranch sustainable subdivision in California.
The offer was received today from Phantom Developments Ltd. of Toronto, Canada. The offer letter states in exact words verbatim:
"Please find enclosed an offer to purchase for the subject noted property from Phantom Developments, along with a comfort letter from CIBC [Canadian Imperial Bank of Commerce] demonstrating Phantom's financial capability.
"Phantom is a residential development and marketing group owned by S&A Developments. Along with its parent company, Phantom has been an active player in the Toronto real estate market for over 60 years, and has built and maintained an extensive portfolio of residential, industrial and commercial properties across the Greater Toronto Area.
"Phantom is seeking to expand its real estate portfolio into the California market. The attached offer to purchase sets out a purchase price of $62-million (U.S.) cash, which, as of the date of this letter, equates to approximately $79,885,450.
"The purchase price should be reviewed relative to Greenbriar Capital's share price. Greenbriar Capital has 31,571,929 shares. The purchase price in CAD [Canadian dollars], divided by 31,571,929 shares, equates to roughly $2.53 per share, being more than double the market price per share as of today's date.
"Should you have any questions, please contact the undersigned."
Attached to the offer letter above is a letter from CIBC stating verbatim that Phantom "has secured syndicated credit authorizations in the low nine-figure range."
The offer document further stipulates acceptance from Greenbriar by COB July 6, 2022, and a buyer's discretionary 45-day due diligence period with final closing of 60 days thereafter, included within a mutually acceptable PSA (public service announcement) to be completed within 30 days. Also stipulated are a series of deposits to be made by Phantom, including a non-refundable deposit of 10 per cent of the purchase price, payable two days after due diligence acceptance.
Also attached to the offer document is the 116-page Altus Report dated Jan. 24, 2022, which states on page 3 that the Sage Ranch projected net profit is $173.9-million (U.S.) and that the discounted net-present value (NPV) is $123.7-million (U.S.).
Greenbriar will form a three-person committee to review this offer, and all future offers; management of Greenbriar considers this offer to be an initial bid by both a well-known Canadian real estate family office (Phantom) and other bidders in due course.
The purpose of this news release is materiality given the offer value and to prevent selective public disclosure. Any acceptance by Greenbriar does not constitute more than 50 per cent of the company's assets. Regulatory approval might be required at closing.