Resurgent Realty Trust Makes Non-Binding Offer To Acquire Controlling Interest In Generation Income Properties; To Acquire 51% Of Issued And Outstanding Shares; Total Consideration To Be Paid By Investors To GIPR $3.00/Share

Author: Benzinga Newsdesk | February 18, 2025 09:04am
Investors Assignees of Resurgent, Inc. Acquisition Target Company: Generation Income Properties, Inc. ("GIPR"), a Maryland corporation Resulting Company Structure: The Investors will collectively

Investors	Assignees of Resurgent, Inc.
Acquisition Target Company:	Generation Income Properties, Inc. ("GIPR"), a Maryland corporation
Resulting Company Structure:	The Investors will collectively own shares of Common Stock that will give them a 51% stake in GIPR on a fully diluted basis.
Total Consideration to be Paid by the Investors to GIPR:	$3.00 per share of Common Stock (42% Premium)
REIT Status:	The Parties will structure the Proposed Transaction such that GIPR will not lose its tax status as a real estate investment trust.
Board Control and Employment Agreements:	Upon the closing of the Proposed Transaction, (i) GIPR shall increase the number of directors on its Board of Directors from five (5) to eleven (11) with the new vacancies filled by individuals selected by the Investors. In addition, upon the closing of the Proposed Transaction, the executive officers of GIPR shall tender their resignations to the Board of Directors.
Confirmatory Due Diligence:	Upon acceptance of the LOI, the Investors will cause their legal counsel, accountants, agents and representatives to cooperate with GIPR in order for the Investors to conduct due diligence, including getting access to GIPR's legal and accounting records, visiting and inspecting the properties of GIPR and meeting with GIPR's management and customers.
Exclusivity and Termination:	Until the earlier of (i) 180 days after the execution of this LOI, (ii) the time the Investors have indicated in writing that they no longer desire to pursue the Proposed Transaction, or (iii) execution of a definitive agreement, GIPR shall not engaged in discussion with any other party except the Investors regarding a merger, acquisition, equity financing, business combination or any transaction that would cause the ownership and/or outstanding shares of GIPR to change.
Additional Closing Conditions:	The Proposed Transaction is subject to customary conditions appropriate for a similar transaction, including, but not limited to:
No material adverse change in the business, subsidiaries, operations, prospects or financial condition of the Parties, unless waived by the non-offending party;  The representations and warranties of all Parties being true and correct at signing of the definitive documents and closing of the Proposed Transaction; Receipt of all equity holder, governmental, regulatory and third-party requisite approvals and consents, including the completion of any SEC and NASDAQ processes; The terms and conditions of the Proposed Transaction must be acceptable to both Parties and approved by each of their respective Board of Directors; There is no relationship of partnership, agency, employment, or joint venture between the Parties. No party has the authority to bind the other or incur any obligation on its behalf; GIPR agrees to provide the Investors with any information relating to any government filings contemplated by the Proposed Transaction, and consents to the disclosure of such if and when required under US securities law; and Subject to such customary additional terms not inconsistent with the above as agreed between the Parties.
Transaction Costs:	Each Party shall be responsible for its own costs and expenses in negotiating the transaction, preparing and negotiating the definitive documents and preparing all required disclosure relating to documents required to be filed with the Securities and Exchange Commission and other regulatory authorities in connection with the Proposed transaction.
Governing Law & Jurisdiction:	Laws of the State of Maryland
Confidentiality:	The Parties to this LOI acknowledge and agree that the existence and terms of this LOI and the Term Sheet are strictly confidential and further agree that they and their respective representatives, including without limitation, shareholders, directors, officers, employees or advisors, shall not disclose to the public or to any third party the existence or terms of this LOI or the Proposed Transaction other than with the express prior written consent of the other party, except as may be required by applicable law, rule or regulation, or at the request of any governmental, judicial, regulatory or supervisory authority having jurisdiction over a party or any of its representatives, control persons or affiliates (including, without limitation, the rules or regulations of the SEC or FINRA), or as may be required to defend any action brought against such party in connection with the transaction. If a party is so required to make such a disclosure, it must first provide to the other party the content of the proposed disclosure, the reasons that the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both Parties.
Non-Binding Nature:	With the exception of the provisions of this Letter of Intent relating to Exclusivity and Termination, Transaction Costs, and Confidentiality, this Summary Term Sheet shall be non-binding.

 

Posted In: GIPR