- Combination Approved by Trinity Stockholders
and Broadmark Members – - Warrant Amendment Approved by Trinity
Warrant Holders -
Trinity Merger Corp. (Nasdaq: TMCX, TMCXW,
TMCXU) (“Trinity”) and the Broadmark real estate lending companies
(“Broadmark”) today announced that Trinity’s stockholders and
Broadmark’s members have approved the proposed business combination
among Trinity and Broadmark. Trinity further announced that
Trinity’s warrant holders approved the previously-announced
amendment to Trinity’s public warrants. Trinity’s Board of
Directors and the Broadmark Board of Directors and management
companies had previously approved the business combination and
recommended that their respective security holders vote in favor of
all of the proposals relating to the business combination.
Upon completion of the business combination, Trinity Sub Inc.,
will be renamed Broadmark Realty Capital Inc. (“Broadmark Realty”),
and operate as an internally managed real estate investment trust
(REIT) specializing in short-term financing for the acquisition,
renovation and development of residential and commercial
properties. The business combination is expected to close later
this week, and Broadmark Realty’s common stock is expected to begin
trading on the New York Stock Exchange on the first trading day
following closing under the ticker symbol “BRMK,” and its public
warrants on the NYSE Amex under the ticker symbol “BRMK WS.”
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, Trinity Sub Inc., 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 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; 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 relating to the
proposed business combination. 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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