Trinity Merger Corporation
PROPOSED BUSINESS COMBINATION: Broadmark
ESTIMATED CURRENT FUNDS in TRUST: $360.9 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.46*
IMPLIED EQUITY VALUE: $1.5 Billion
*SPACInsider estimate a/o 11-14-19
Trinity Merger Corp. proposes to merger with the Broadmark real estate lending companies and management companies (“Broadmark”), (specialty commercial real estate finance companies providing construction, land and development financing for commercial and residential properties), to create an internally-managed, mortgage real estate investment trust (“REIT”) with an expected equity value of $1.5 billion (assuming no redemptions by Trinity stockholders or Broadmark members). It is expected that Broadmark will have no debt outstanding at closing. With greater financial strength and additional resources, the combined company will be well-positioned to capitalize on strong nationwide demand for flexible real estate financing solutions.
Founded in 2010 and headquartered in Seattle, Broadmark is a leading provider of financing to real estate investors and developers across the United States. Broadmark originates short term, first deed of trust mortgages with conservative loan-to-value collateral support. As of March 31, 2019, Broadmark had approximately $992.2 million in total committed loans in target geographic regions that exhibit favorable demographic trends.
Under the terms of the merger agreement, Trinity will acquire Broadmark for $1.2 billion in total consideration, comprised of 92%, or $1.1 billion, in Broadmark Realty stock and 8%, or $98 million, in cash. The cash component of the purchase price will be paid to the equity owners of Broadmark’s real estate management companies as part of an internalization transaction and will be funded by Trinity’s cash held in trust. The remainder of the purchase price to be paid will be paid in newly issued shares of Broadmark Realty’s common stock.
In addition, Broadmark Realty has entered into a subscription agreement for a $75.0 million private placement of Broadmark Realty’s common stock with affiliates of Farallon Capital Management, L.L.C. (“Farallon”), a global asset management firm. The proceeds from Farallon’s investment will be used to fund transaction-related expenses and the ongoing business operations of Broadmark Realty following the consummation of the business combination, including funding new loan origination opportunities in existing and new markets.
Upon closing of the proposed transaction, Jeffrey B. Pyatt, President of Pyatt Broadmark Management, LLC, will become the Chief Executive Officer of Broadmark Realty, and Joseph L. Schocken, Founder and President of Broadmark Capital, will serve as Chairman of the board of directors. The rest of Broadmark’s executive team will continue in their respective roles in the combined company.
In addition, Broadmark Realty has entered into a subscription agreement for a $75.0 million private placement of Broadmark Realty’s common stock with affiliates of Farallon Capital Management, L.L.C. (“Farallon”), a global asset management firm at a price per share equal to the Reference Price ($10.45). The proceeds from Farallon’s investment will be used to fund transaction-related expenses and the ongoing business operations of Broadmark Realty following the consummation of the business combination, including funding new loan origination opportunities in existing and new markets.
UPDATE: In addition, the PIPE Investors will have an option to purchase up to $25.0 million of additional Broadmark Realty Common Stock, exercisable during the 365 day period following the Closing, at the Reference Price.
- In connection with the PIPE Investment, Broadmark Realty will issue to the PIPE Investors warrants in an amount equal to the number of shares of Broadmark Realty Common Stock purchased by the PIPE Investors pursuant to their initial $75.0 million investment (note: at $10.45 this equals 7,177,033 warrants to be issued which is the exact same amount as the sponsor private placement warrants that will be cancelled). Such warrants to be on substantially the same terms as the warrants that will be held by public stockholders of Broadmark Realty upon consummation of the business combination transaction.
SPONSOR SHARES AND WARRANTS
The Sponsor shall surrender to Trinity, for no consideration and as a contribution to the capital of Trinity:
- 3,801,360 shares of Class B common stock of Trinity (founders shares)
- 7,177,033 outstanding private placement warrants of Trinity (Sponsor at-risk warrants)
NOTABLE CONDITIONS TO CLOSING:
- Broadmark Realty having at least $100 million in cash following Closing after payment of expenses and indebtedness
- Minimum Combined Companies Members’ Equity hurdle of $800 million
- Consummation of the PIPE Investment
NOTABLE CONDITIONS TO TERMINATION
The Agreement may be terminated if:
- The Closing has not occurred on or prior to November 17, 2019 (the “Outside Date”)
- The Outside Date may be extended to not later than December 31, 2019
WARRANT AMENDMENT PROPOSAL
The Warrant Amendment provides that, upon the completion of the Business Combination, (i) each of the outstanding Trinity public warrants, which currently entitle the holder thereof to purchase one share of Trinity Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share) and (ii) each holder of a Trinity public warrant will receive, for each such warrant (in exchange for the amendment to the cash dividend anti-dilution provision and the reduction in the number of shares for which such Warrants are exercisable), a cash payment of $1.60.
- B. Riley FBR, Inc. is acting as capital markets advisor and private placement agent to Trinity
- Gibson, Dunn & Crutcher LLP is acting as Trinity’s legal advisor
- Raymond James & Associates, Inc. is acting as Trinity’s financial advisor
- CS Capital Advisors, LLC is acting as financial advisor to Broadmark
- Bryan Cave Leighton Paisner LLP is acting as Broadmark’s legal advisor
TRINITY MERGER CORP. MANAGEMENT & BOARD
Sean A. Hehir, 45
CEO, President and Director
Mr. Hehir has more than 20 years of experience in real estate investment and asset management, and currently serves as the President and Chief Executive Officer of Trinity Investments. In addition to management of Trinity Investments, Mr. Hehir oversees the investment activities of Trinity Investments, including sourcing and executing investment opportunities, formulating investment strategy, and structuring acquisitions and dispositions. Since joining Trinity Investments in May 1998, Mr. Hehir has executed over $4 billion of global real estate transactions. Prior to joining Trinity, Mr. Hehir worked for HVS International, a leading consulting firm to the hospitality industry, as a senior associate performing in-depth market studies, financial analyses, income and expense projections, valuations and feasibility studies, competitive market and property positioning studies, and operational reviews for hotels ranging from limited-service to full-service corporate and resort properties. Mr. Hehir has a Bachelor of Science degree in Hotel Administration from Cornell University and holds a Diploma in Hotel Administration from the Hotel Institute Montreux, Switzerland. Mr. Hehir is a board member of the American Red Cross in Hawaii, the Hawaii Business Roundtable, Assets School, and the Hawaii Chapter of The Nature Conservancy, in addition to being an active member of YPO, a chief executive leadership organization.
Greg S. Dickhens, 48
Chief Investment Officer
Mr. Dickhens is a Principal and Chief Investment Officer of Trinity Investments where is responsible for overseeing and managing Trinity’s investment strategies. With 25 years of hospitality experience, Mr. Dickhens has a highly diverse and complementary skillset, a wealth of longstanding relationships and an intimate understanding of the global marketplace. Before joining Trinity in October 2016, he served on the Board of Directors of Seibu Properties, one of the largest private land owners in Japan and was Vice President of Prince Resorts Hawaii. Prior to joining Prince Resorts Hawaii, Mr. Dickhens was President and Senior Advisor of Kyo-ya Company LLC and a member of the Board of Directors of Kyo-ya Pacific Company, LLC and each of its subsidiaries. Prior to joining Kyo-ya, Mr. Dickhens served as Vice President and Chief Financial Officer of Vail Resorts Development Company in Vail, Colorado. Mr. Dickhens also spent seven years with Hilton Hotel Corporation in Beverly Hills, California, as Vice President of Managed Development and Director of Feasibility and Investment Analysis. Prior to Hilton, Mr. Dickhens was with Marriott International, first as Senior Manager of Market Planning and Feasibility for North America and Latin America in Washington, D.C., then as Vice President of Hotel Development Planning for Asia/Pacific Region, based in Hong Kong. Mr. Dickhens received a bachelor of science degree from Cornell University’s School of Hotel Administration with a concentration in real estate finance and property development, and a master’s degree in business administration from the Anderson School of Business at UCLA, graduating with honors. He is a member of YPO and serves on the board of the Straub Hospital Foundation and Punahou School’s Board of Trustees. Mr. Dickhens also served on the Host Committee for APEC 2011 and the Hawaii Business Roundtable, and is a past board member of the Waikiki Improvement Association, Historic Hawaii Foundation, The Nature Conservancy’s Corporate Council for the Environment, Gift Foundation of Hawaii, Guenoc Winery, and After-School All-Stars.
Kevin Y. Hayashi, 51
CFO and Treasurer
Mr. Hayashi has over 25 years of experience in the fields of Public and Private Accounting and also serves as Chief Financial Officer of Trinity Investments where he supervises Trinity’s financial management and partnership relationships. Prior to joining Trinity in July 1997, Mr. Hayashi was an Audit Manager for the inter-national accounting firm of PricewaterhouseCoopers LLP, where he oversaw audits for multinational companies with activity in Hawaii and Micronesia. He has been involved in international audits for banks and financial institutions, agricultural companies, real estate and construction firms, media, hotels and travel companies, the services industry, and high-technology manufacturers, as well as county and state government. Mr. Hayashi, a Certified Public Accountant, graduated from the University of Hawaii at Manoa with a Bachelor of Business Administration Degree in Accounting.
Ryan P. Donn, 39
Mr. Donn is also a Principal at Trinity Investments with more than 17 years of experience in hospitality real estate, including experience on transactions exceeding $2 billion in value. He is responsible for leading the transactional activity of the firm including due diligence, acquisitions, dispositions, and financings. Through his transactional experience, Mr. Donn’s expertise extends to purchase and sale agreements, brand and management agreements, loan agreements, and partnership agreements and investment structuring. Along with Trinity’s other principals, he is responsible for building and executing upon the business plans for the firm’s investments. Prior to joining Trinity in September 2007, Mr. Donn held real estate investment and advisory positions with Hotel Capital Advisers, Inc. (hotel investment advisors to Prince Alwaleed), Lehman Brothers, and PricewaterhouseCoopers LLP. Mr. Donn is a former instructor of New York University’s graduate hospitality program. Mr. Donn earned his Bachelor’s degree with a concentration in real estate from the School of Hotel Administration at Cornell University. He is a Cornell Tradition Fellow, a member of the Cornell University Council, and a former chair of the Dean’s Council of Young Alumni for the Cornell Hotel School. He is actively involved on committees and boards with Urban Land Institute and GIFT Foundation (Hawaii), and is a Pacific Century Fellow.
Board of Directors
Lee S. Neibart, 67
Chairman of the Board of Directors
Mr. Neibart is a partner in the Ares Real Estate Group, focused on fundraising and U.S. opportunistic investing. Mr. Neibart serves on the Ares Real Estate Group’s U.S. Development and Redevelopment Fund II Investment Committee. He is a Director on various boards relating to Ares’ investment portfolio. Mr. Neibart joined Ares Management LLC in July 2013 from AREA Property Partners (formerly Apollo Real Estate Advisors) where he was a Global CEO from 1993 to 2013. In addition to his work with Ares, Mr. Neibart also serves as Chief Executive Officer of HBS Global Properties, a joint-venture between Hudson’s Bay Company (TSX: HBC) and Simon Property Group (NYSE: SPG) which owns a portfolio of 83 trophy retail properties throughout the United States, Canada and Germany. From 1979 to 1993, Mr. Neibart was with the Robert Martin Company, a real estate development and management firm, most recently serving as Executive Vice President and Chief Operating Officer. Mr. Neibart currently serves as a director of Hudson’s Bay Company and a director of Retail Opportunity Investments Corp. (NASDAQ: ROIC), a real estate investment trust (“REIT”). ROIC was formerly NRDC Acquisition Corp (“NRDC”), a SPAC that went public in 2007. Mr. Neibart is the former president of NRDC. NRDC converted to a REIT and changed its name to Retail Opportunity Investments Corp. in 2009. Since its conversion to a REIT in 2009, ROIC has completed many property asset acquisitions; ROIC currently owns more than 90 shopping centers, primarily in the western regions of the United States. Mr. Neibart holds a Bachelor of Arts degree from the University of Wisconsin and a Masters of Business Administration degree from New York University. Mr. Neibart also serves on the Advisory Board of The Real Estate Institute of New York University. He is also a past President of the New York Chapter of the National Association of Industrial and Office Parks.
Richard F. Wacker, 56
Mr. Wacker is the President and Chief Executive Officer of the American Savings Bank, F.S.B., or ASB. Mr. Wacker joined ASB in 2010 and currently leads the management team responsible for growing the bank’s business to better serve Hawaii’s retail and business customers. He also serves as a director on the board of directors of ASB. Prior to joining ASB, Mr. Wacker was Chairman of the Korea Exchange Bank, or KEB. Mr. Wacker joined KEB in 2004 as Chief Operating Officer, was appointed President and Chief Executive Officer in 2005, and also held the position of Chairman of the board of directors from 2007 through 2010. Mr. Wacker helped establish the KEB Foundation, and was the organization’s second Chairman. Prior to KEB, Mr. Wacker enjoyed a 20-year career with General Electric Company, or GE, where he was an officer and held a wide range of senior leadership positions in the United States and Europe, including as Vice President of Corporate Investor Communications at GE, as Vice President and Chief Financial Officer of the card services unit of General Electric Capital Corporation, or GE Capital, as general manager of GE Capital’s audit staff, Chief Financial Officer of GE Capital Avis Fleet Services, the European unit of GE Capital Fleet Services, and in several global product management positions with GE Medical Systems Europe. Mr. Wacker earned a Bachelor of Science degree in mechanical engineering from the University of Missouri. An active supporter in the community, Mr. Wacker holds leadership positions in Hawaii, serving on several prominent boards, including as the Chair of the Hawaii Business Roundtable, as a member of the board of directors of the Child and Family Service, as a member of the Board of Regents of Chaminade University, as a member of the board of the University of Hawaii—Pacific Asian Center for Entrepreneurship, as Vice-Chair of the board of the University of Hawaii Foundation, as a member of the board of the University of Hawaii—XLR8UH accelerator program and as a member of the Hawaii Bankers Association. He has served as Chair of Child and Family Service, as a member of the board of directors of the Hawaii chapter of the American Red Cross, as a director of the Junior Achievement Korea and as a member of the Board of Governors of the American Chamber of Commerce in Korea.
Catherine Luke, 45
Ms. Luke is a Vice President of Loyalty Development, Ltd. and oversees the management, leasing, and development for the company. Ms. Luke is also the President and director of Loyalty Enterprises Ltd., a property management firm in Hawaii. In addition, Ms. Luke is the President of KJL Inc., or KJL, a real estate investment firm. Prior to joining KJL in 2013, Ms. Luke worked as a management consultant and investment banker in San Francisco. She has served as a member of the Federal Reserve Bank of San Francisco, Economic Advisory Council. Ms. Luke graduated from Brown University with a Bachelor of Arts degree in Economics and from Harvard Business School with a Masters in Business Administration. She is active in numerous community organizations and currently serves on the distribution committee of the McInerny Foundation, and on the boards of the Hawaii Leadership Forum, the Omydiar Fellows and the Young Presidents Organization.
Warren R. de Haan, 45
Mr. de Haan is a founder and one of the four managing partners of ACORE Capital, LP, or ACORE, an SEC-registered investment adviser focusing on transitional commercial real estate lending. As of December 31, 2017, ACORE had over $9 billion in assets under management. Mr. de Haan also serves as the head of asset originations for ACORE and is a member of ACORE’s investment committee. Mr. de Haan has 21 years of experience in the commercial real estate finance industry and capital markets. Prior to ACORE, he was the Chief Originations Officer of Starwood Property Trust, Inc. (NYSE: STWD), or Starwood, a public mortgage REIT, from October 2010 to September 2014. Prior to Starwood, he co-founded the commercial real estate finance business of Countrywide Financial Corporation, or Countrywide, that was launched in 2004 and grew into one of the largest lending platforms in the United States focused on middle markets, closing over 1250 commercial real estate loans totaling over $11.5 billion. At Countrywide, he was co-head of loan originations, overseeing the expansion of the division’s footprint to 15 offices across the United States. In 2001 Mr. de Haan was a founding partner of Coastal Capital Partners, LLC, a firm focused on acquiring distressed debt and advising clients on restructurings. Prior to Coastal Capital, he was a member of the large loan group in the commercial real estate finance division of Nomura Asset Capital Corporation in New York City. Mr. de Haan received a Bachelor of Science degree from the Cornell School of Hotel Administration. He also graduated from Hotel Institute Montreux, Switzerland, where he obtained his Swiss Hotel Diploma and American Hotel and Motel Association Diplomas.