Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) (“Trinity”)
and the Broadmark real estate lending companies announced today
that they have set the dates for their respective special meetings
relating to the previously announced business combination (the
“Business Combination”) by and among Trinity and its wholly owned
subsidiaries and PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC,
BRELF IV, LLC, and their respective management companies
(collectively, with PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC,
BRELF IV, LLC, “Broadmark”).
For Trinity Stockholders and Warrant
Holders:
Trinity has set November 12, 2019 as the date for the special
meeting of stockholders of Trinity (the “Stockholders Meeting”) and
the special meeting of holders of Trinity’s public warrants (the
“Warrant Holders Meeting”). The record date for securities entitled
to vote at the Stockholders Meeting and the Warrant Holders Meeting
is October 15, 2019.
At the Stockholders Meeting, the stockholders of Trinity will be
asked to approve and adopt the previously announced Business
Combination and such other proposals as are discussed in the joint
proxy statement/prospectus. At the Warrant Holders Meeting, holders
of public warrants of Trinity will be asked to approve and adopt
the previously announced proposal to amend certain terms of the
underlying warrant agreement as discussed in the joint proxy
statement/prospectus.
The Warrant Holders Meeting will take place at 9:30 AM Eastern
Time on November 12, 2019 and the Stockholders Meeting will take
place following the Warrant Holders Meeting at 10:00 AM Eastern
Time, in each case at the offices of Gibson, Dunn & Crutcher
LLP, 200 Park Avenue, New York, NY 10166.
For Broadmark Members:
Broadmark has set November 12, 2019 as the date for the special
meetings of members (the “Members Meetings”). The record date for
members to be entitled to vote at the Members Meetings is October
11, 2019. At the Members Meetings, the members of the respective
Companies will be asked to approve and adopt the previously
announced Business Combination and such other proposals as are
discussed in the joint proxy statement/prospectus.
The Broadmark Members Meetings will be held for PBRELF I, LLC,
BRELF II, LLC, BRELF III, LLC, BRELF IV, LLC at 8 AM PST, 8:30 AM
PST, 9:00 AM PST and 9:30 AM PST, respectively. The Broadmark
Members Meetings will be held at 1420 Fifth Avenue, Suite 475,
Seattle, WA 98101.
If the proposals at the Stockholders Meeting, the Warrant
Holders Meeting and the Members Meetings are approved, the parties
anticipate that the closing of the Business Combination will occur
shortly thereafter, subject to the satisfaction or waiver (as
applicable) of all other closing conditions.
Additional Information
In connection with the proposed transaction, a registration
statement on Form S-4 (the “Registration Statement”) of Trinity Sub
Inc., a Maryland corporation which will change its name to
Broadmark Realty Capital Inc. at the completion of the transaction
(“Broadmark Realty”), has been declared effective by the Securities
and Exchange Commission (“SEC”), which includes a definitive joint
proxy statement/prospectus. Trinity Merger Corp. (“Trinity”) will
mail the definitive joint proxy statement/prospectus on or about
October 21, 2019 to Trinity’s stockholders of record and warrant
holders of record as of October 15, 2019, and Broadmark will mail
the definitive joint proxy statement/prospectus on or about October
21, 2019 to its members of record as of October 11, 2019. Investors
and security holders of Trinity and Broadmark are advised to read
the Registration Statement and the definitive joint proxy
statement/prospectus contained therein and any documents filed in
connection therewith, in connection with Trinity’s solicitation of
proxies for its special meetings of stockholders and warrant
holders and Broadmark’s solicitation of proxies for its special
meeting of members of each Company (as defined herein), in each
case to be held to approve the proposed transaction because the
definitive joint proxy statement/prospectus contains important
information about the proposed transaction and the parties to the
proposed transaction. Stockholders and warrant holders will also be
able to obtain copies of the Registration Statement and definitive
joint proxy statement/prospectus, without charge at the SEC’s
website at www.sec.gov or by directing a request to: Trinity Merger
Corp., 55 Merchant Street, Suite 1500, Honolulu, HI 96813.
Broadmark members will also be able to obtain copies of the
Registration Statement and definitive joint proxy
statement/prospectus, without charge, at the SEC’s website at
www.sec.gov or by request to Pyatt Broadmark Management, LLC, 1420
Fifth Avenue, Suite 2000, Seattle, WA 98101, Attn: Adam
Fountain.
Participants in the
Solicitation
Trinity, Broadmark Realty and Broadmark and their respective
directors, executive officers, other members of management,
employees and others acting on their behalf, under SEC rules, may
be deemed to be participants in the solicitation of proxies of
Trinity’s stockholders and warrant holders and Broadmark’s members
in connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names
and interests in the proposed transaction of Trinity’s directors
and officers in Trinity’s filings with the SEC, including Trinity’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2018, which was filed with the SEC on March 15, 2019, and the names
and interests in the proposed transaction of Broadmark’s directors
and managers, disclosed in the joint proxy statement
statement/prospectus relating to the proposed business
combination.
Forward Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”,
“believe”, “estimate”, “predict”, “potential”, “seem”, “seek”,
“continue”, “future”, “will”, “expect”, “outlook” or other similar
words, phrases or expressions. These forward-looking statements
include statements regarding Trinity’s industry, future events, the
proposed transaction among Trinity, Broadmark Realty, Trinity
Merger Sub I, Inc., a Delaware corporation and wholly owned
subsidiary of Broadmark Realty, Trinity Merger Sub II, LLC, a
Delaware limited liability company and wholly owned subsidiary of
Broadmark Realty, PBRELF I, LLC, a Washington limited liability
company (“PBRELF”), BRELF II, LLC, a Washington limited liability
company (“BRELF II”), BRELF III, LLC, a Washington limited
liability company (“BRELF III”), BRELF IV, LLC, a Washington
limited liability company (“BRELF IV” and, together with PBRELF,
BRELF II and BRELF III, the “Companies” and each a “Company”),
Pyatt Broadmark Management, LLC, a Washington limited liability
company (“MgCo I”), Broadmark Real Estate Management II, LLC, a
Washington limited liability company (“MgCo II”), Broadmark Real
Estate Management III, LLC, a Washington limited liability company
(“MgCo III”), and Broadmark Real Estate Management IV, LLC, a
Washington limited liability company (“MgCo IV” and, together with
MgCo I, MgCo II, MgCo III, and the Companies and their respective
subsidiaries, “Broadmark”), the estimated or anticipated future
results and benefits of the combined company following the
transaction, including the likelihood and ability of the parties to
successfully consummate the proposed transaction, future
opportunities for the combined company, and other statements that
are not historical facts.
These statements are based on the current expectations of each
of Trinity’s and Broadmark’s management and are not predictions of
actual performance. These statements are subject to a number of
risks and uncertainties regarding Trinity’s and Broadmark’s
respective businesses and the transaction, and actual results may
differ materially. These risks and uncertainties include, but are
not limited to, changes in the business environments in which
Trinity and Broadmark operate, including inflation and interest
rates, and general financial, economic, regulatory and political
conditions affecting the industries in which Trinity and Broadmark
operate; changes in taxes, governmental laws, and regulations;
competitive product and pricing activity; difficulties of managing
growth profitably; the loss of one or more members of Trinity’s or
Broadmark’s management teams; the inability of the parties to
successfully or timely consummate the proposed transaction,
including the risk that the approvals of the stockholders of
Trinity or of the members of Broadmark or a contemplated amendment
to Trinity’s outstanding warrants is not obtained; failure to
complete the previously disclosed contemplated PIPE financing
expected to be completed in connection with the business
combination; failure of Broadmark Realty to qualify as a REIT;
failure of Broadmark Realty to obtain approval to list its common
stock on the NYSE or maintain its listing on the Nasdaq Capital
Market; failure to realize the anticipated benefits of the
transaction, including as a result of a delay in consummating the
transaction or a delay or difficulty in integrating the businesses
of Trinity and Broadmark; uncertainty as to the long-term value of
Broadmark Realty’s common stock; and those discussed in Trinity’s
Annual Report on Form 10-K for the year ended December 31, 2018
under the heading “Risk Factors”, as updated from time to time by
Trinity’s Quarterly Reports on Form 10-Q and other documents of
Trinity on file with the SEC or in the joint proxy
statement/prospectus relating to the proposed business combination.
There may be additional risks that Trinity and Broadmark presently
do not know or that Trinity and Broadmark currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements provide Trinity’s and Broadmark’s
expectations, plans or forecasts of future events and views as of
the date of this communication. Trinity and Broadmark anticipate
that subsequent events and developments will cause such parties’
assessments to change. However, while Trinity and Broadmark may
elect to update these forward-looking statements at some point in
the future, both Trinity and Broadmark specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Trinity’s and Broadmark’s assessments
as of any date subsequent to the date of this communication.
In addition, actual results are subject to other risks and
uncertainties that relate more broadly to Trinity’s and Broadmark’s
overall business, including those more fully described in Trinity’s
and Broadmark Realty’s filings with the SEC, including, without
limitation, the joint proxy statement/prospectus, as may be amended
from time to time. Forward-looking statements are not guarantees of
performance, and speak only as of the date made, and none of
Trinity or its management or Broadmark or its management undertakes
any obligation to update or revise any forward-looking statements
except as required by law.
About Trinity Merger Corp.
Trinity Merger Corp. is a special purpose acquisition company
formed by HN Investors LLC, an affiliate of Trinity Real Estate
Investments LLC, for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
About Broadmark
Based in Seattle, Washington, and operating in multiple regions
throughout the United States, Broadmark offers short-term, first
deed of trust loans secured by real estate to fund the acquisition,
renovation, rehabilitation or development of residential or
commercial properties. Broadmark also manages and services its loan
portfolio across a variety of market conditions and economic
cycles. From its inception in 2010 through June 30, 2019, Broadmark
has originated over 1,000 loans with an aggregate face amount of
approximately $2.0 billion. As of June 30, 2019, Broadmark’s
combined portfolio of active loans had approximately $1.1 billion
of principal commitments outstanding across 264 loans to over 200
borrowers in ten states plus the District of Columbia, of which
approximately $0.7 billion was funded.
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