Company Overview
| Company Name |
WEST COAST REALTY TRUST, INC. |
| Company Address |
650 HOWE AVENUE SUITE 730 SACRAMENTO, CA 95825 |
| Company Phone |
(916) 925-9278 |
| Company Website |
-- |
| CEO |
Jeffrey B. Berger |
| Employees (as of 1/22/2013) |
9 |
| State of Inc |
MD |
| Fiscal Year End |
12/31 |
| Status |
Filed (5/14/2012) |
| Proposed Symbol |
WCRT |
| Exchange |
Nasdaq SmallCap Market |
| Share Price |
7.00-8.00 |
| Shares Offered |
2,200,000 |
| Offer Amount |
$20,240,000.00 |
| Total Expenses |
$665,000.00 |
| Shares Over Alloted |
330,000 |
| Shareholder Shares Offered |
-- |
| Shares Outstanding |
2,200,100 |
| Lockup Period (days) |
180 |
| Lockup Expiration |
-- |
| Quiet Period Expiration |
-- |
| CIK |
0001549320 |
We are offering shares of our common stock at the anticipated public offering
price of $7.50 per share. After deducting the underwriting discount and
commissions and estimated expenses of this offering and the formation
transactions, we expect net proceeds from this offering of approximately $14.7
million, or approximately $17.0 million if the underwriters’ overallotment
option is exercised in full. We will contribute the net proceeds of this
offering to our Operating Partnership in exchange for Class A common units, and
our Operating Partnership will use the net proceeds received from us as
described below:
• Approximately $11.2 million to acquire the Initial Properties.
• Approximately $3.5 million for general working capital, acquisitions,
required capital expenditures, tenant improvements, leasing commissions,
other expenses and, potentially, payment of distributions.
In addition, we expect to receive approximately $1.4 million in connection with
the contemplated permanent refinancing of University Village, which is expected
to occur concurrently with the closing of this offering. The interim mortgage on
University Village matures on August 1, 2022. As of the date of this prospectus,
we have obtained a binding commitment letter from Aviva Life and Annuity Company
for the $11.0 million new permanent mortgage on University Village with a rate
of approximately 3.7% per annum. However, we may not be able to close the
permanent refinancing or we may not be able to obtain any additional funds in
connection with this permanent refinancing. We intend to use the proceeds from
the permanent refinancing to fund future acquisitions and our working capital.
With respect to the net offering proceeds not allocated to the acquisition of
the Initial Properties, investors are cautioned that they will be relying on the
judgment of our management, who will have broad discretion regarding the
application of such proceeds. The amounts and timing of our actual expenditures
will depend upon numerous factors, including the amount of cash generated by our
operations. We may find it necessary or advisable to use portions of the
remaining proceeds from this offering for other purposes, including purposes not
presently known to us. As of the date of this prospectus, we have not
specifically identified, and are not a party to any agreement with respect to
the purchase of, any additional properties.
Pending application of cash proceeds, we will invest the net proceeds in
interest-bearing accounts and short-term, interest-bearing securities in a
manner that is consistent with our intention to qualify for taxation as a REIT.
We believe that the competition for the ownership, acquisition, operation and
development of necessity-based retail properties, including community and
neighborhood shopping centers with a target size of 50,000 to 250,000 square
feet located in densely populated, middle and upper income markets in the
Western United States (including, but not limited to, California, Northern
Nevada and Hawaii) is highly fragmented. We compete with other REITs,
institutional investors, public and private retail real estate companies
including those that own or manage malls, strip centers, power centers,
lifestyle centers, factory outlet centers, and theme/festival centers, as well
as other commercial real estate operators and developers who have properties in
our vicinity, particularly for prospective tenants and customers. We believe
that the following competitive factors influence our ability to attract tenants
to our properties: location, demographics, price, the presence of anchor stores,
and the appearance of properties.
As leases at the Initial Properties and any future properties expire, we may
encounter significant competition to renew or re-let space in light of the large
number of competing properties within the markets in which we operate. As a
result, we may be required to provide rent concessions or abatements, incur
charges for tenant improvements and other inducements, including early
termination rights or below-market renewal options, or we may not be able to
timely lease vacant space. In that case, our financial condition, results of
operations, cash flow, per share trading price of our common stock and ability
to satisfy our debt service obligations and to pay dividends to you may be
adversely affected. We also face competition when pursuing acquisition and
disposition opportunities. Our competitors may be able to pay higher property
acquisition prices, may have private access to opportunities not available to us
and otherwise be in a better position to acquire a property. Competition may
also have the effect of reducing the number of suitable acquisition
opportunities available to us, increase the price required to consummate an
acquisition opportunity and generally reduce the demand for shopping centers in
our markets. Likewise, competition with sellers of similar properties to locate
suitable purchasers may result in us receiving lower proceeds from a sale or in
us not being able to dispose of a property at a time of our choosing due to the
lack of an acceptable return.
Company Description
We are a recently-formed, internally-managed real estate investment trust, or
REIT, that will specialize in the ownership, acquisition, management and
financing of necessity-based retail properties, including community and
neighborhood shopping centers located in densely populated, middle and
upper
income markets in the Western United States (including, but not limited to,
California, Northern Nevada and Hawaii). The size of our target properties will
be between 50,000 and 250,000 square feet, although we may acquire properties
outside of these parameters. While we are an internally-managed REIT, our
property management function is outsourced to an affiliate of our company,
University Capital Management, Inc., or UCM.
Upon consummation of this offering and completion of our formation transactions
described herein, our portfolio will be comprised of two retail shopping
centers, Granite Bay Village and University Village, which are both located in
the Sacramento, California metropolitan area, and which we refer to herein as
the Initial Properties. As of September 30, 2012, the Initial Properties had a
total gross leasable area of more than 168,000 square feet and an occupancy rate
of approximately 97%. UCM, an affiliate of our company controlled by Mr. Jeffrey
B. Berger, our President, Chief Executive Officer and Chairman of the Board,
will be our initial property manager and is expected to manage the properties we
acquire in the future.
We were formed in March 2012 as a Maryland corporation and do not presently own
any properties. We intend to elect to be taxed and to operate in a manner that
will allow us to qualify as a REIT for federal income tax purposes, commencing
with our taxable year ending December 31, 2013. We will conduct substantially
all of our business through our Delaware operating partnership, WCRT Operating
Partnership, L.P., which we refer to as the Operating Partnership. The equity
capitalization of the Operating Partnership will be divided into two classes of
common units — Class A common units and Class B common units. We will serve as
the sole general partner of the Operating Partnership and will own all of the
outstanding Class A common units of the Operating Partnership, representing
88.9% of all outstanding common units of the Operating Partnership. Mr. Berger,
our President, Chief Executive Officer and Chairman of the Board (indirectly
through his control of UCM) and Richard P. Bernstein, Esq., our Vice Chairman,
initially will own and/or control all of the Class B common units, representing
11.1% of all outstanding common units of the Operating Partnership. UCM will
also be the property manager for the Initial Properties and any additional
properties that we may acquire following this offering.
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Our principal executive offices are located at 650 Howe Avenue, Suite 730,
Sacramento, CA 95825. Our telephone number is (916) 925-9278.