MEMPHIS, Tenn.--(BUSINESS WIRE)--Jernigan Capital, Inc. (NYSE: JCAP) (the “Company”) announced that at the special meeting of stockholders held earlier today, the Company’s stockholders approved the previously announced internalization transaction (the “Internalization”). Shares representing approximately 76% of the Company outstanding stock voted at the special meeting, with approximately 99% of such shares voting FOR approval of the Internalization transaction. The Internalization transaction closed shortly after such approval.
As a result of the Internalization, Jernigan Capital Operating Company, LLC (the “Operating Company”) acquired substantially all of the operating assets and liabilities of JCap Advisors, LLC (the “Manager”), each employee of the Manager has become an employee of the Company, and all business activities of the Company are now conducted by employees of the Company under the oversight of the Company’s Board of Directors. As consideration for the Internalization, the Operating Company issued 1,794,872 common units of limited liability company interest in the Operating Company (“OC Units”) to the Manager. The Operating Company will issue an additional 769,231 OC Units to the Manager if either (a) the Company’s common stock trades at or above a daily volume weighted average price of $25.00 per share for at least 30 days during any 365-day period prior to December 31, 2024 or (b) there is a change of control of the Company prior to December 31, 2024, that is approved by the Company’s board of directors and the common stockholders of the Company.
“We are very pleased to announce a stockholder vote that was overwhelmingly in favor of our previously announced Internalization transaction and the subsequent closing of the deal,” stated John Good, the Company’s Chairman and Chief Executive Officer. “The large voter turnout and 99% favorable vote speak to the merits of this transaction, including the net general and administrative savings, the immediate accretion to earnings per share, adjusted earnings per share and cash flow as well as the improved alignment of interests between management and stockholders. Completion of the Internalization is one of the last steps in our transformation to an equity REIT and creates the platform to maximize the future earnings potential of and stockholder value from our best-of-class self-storage portfolio.”
About Jernigan Capital, Inc.
Jernigan Capital is a New York Stock Exchange-listed real estate investment trust (NYSE: JCAP) that provides debt and equity capital to private developers, owners and operators of self-storage facilities with a view to eventual outright ownership of facilities we finance. Our mission is to maximize shareholder value by accumulating a multi-billion-dollar investment portfolio consisting of the newest, most attractive and best located self-storage facilities in the United States through a talented and experienced team demonstrating the highest levels of integrity, dedication, excellence and community.
This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The ultimate occurrence of events and results referenced in these forward-looking statements is subject to known and unknown risks and uncertainties, many of which are beyond our control. These forward-looking statements are based upon the Company's present intentions and expectations, but the events and results referenced in these statements are not guaranteed to occur. Investors should not place undue reliance upon forward-looking statements. For a discussion of these and other risks facing our business, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and those set forth in the Company’s other reports and information filed with the Securities and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov.