JACKSONVILLE, Fla., March 22, 2018 (GLOBE NEWSWIRE) -- FRP Holdings, Inc. (the “Company”) (NASDAQ-FRPH) today
announced that it has entered into a contract to sell its 41 industrial warehouses and two adjacent lots to an affiliate of
Blackstone Real Estate Partners VIII, L.P. (“Blackstone”), for a total purchase price of $358.9 million. The sale is subject to
customary closing conditions, including approval by the Company’s shareholders. The transaction is expected to close in the second
or third quarter of 2018. Details of the transaction and the conditions to its closing are described in the Company’s Current
Report on Form 8-K filed on this date with the Securities and Exchange Commission (“SEC”).
Commenting on the transaction, John D. Baker II, Executive Chairman and CEO of the Company stated: “The
reduction in corporate income tax rates in a low cap rate environment created too good an opportunity to forgo. We look forward to
redeploying these proceeds in our other business segments including Anacostia, Land Development, and Mining/Royalties segments
where more recently we have enjoyed more favorable returns.”
Blackstone is a global leader in real estate investing. Blackstone’s real estate business was founded in 1991
and has approximately $115 billion in investor capital under management. Blackstone’s real estate portfolio includes hotel,
office, retail, industrial and residential properties in the US, Europe, Asia and Latin America. Major holdings include Hilton
Worldwide, Invitation Homes (single family homes), Logicor (pan-European logistics) and prime office buildings in the world’s major
cities. Blackstone real estate also operates one of the leading real estate finance platforms, including management of the
publicly traded Blackstone Mortgage Trust.
Eastdil Secured, L.L.C. serves as the Company’s exclusive broker in connection with the sale, and Houlihan Lokey
Capital, Inc. served as financial advisor to the Company. Nelson Mullins Riley & Scarborough LLP serves as legal counsel to the
Company, and Simpson Thacher & Bartlett LLP serves as counsel to Blackstone on the transaction.
Forward Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to a variety of matters, including,
without limitation, statements regarding the timing and likelihood of the planned sale of the Company’s industrial warehouse
portfolio, the benefits and financial performance expected to be realized by the on-going business following the planned sale,
conditions precedent to consummating the proposed sale, and other statements that are not purely statements of historical fact.
These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of
the Company and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such
forward-looking statements. All such forward-looking statements speak only as of the date they are made, and the Company undertakes
no obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except as
may be required by law. These forward-looking statements involve many risks and uncertainties that may cause actual results to
differ materially from what may be expressed or implied in these forward-looking statements. For example, the consummation of the
proposed sale of the industrial warehouse portfolio is subject to a number of closing conditions and the failure to satisfy any one
of these conditions could result in the transaction not closing, in which case none of the expected future benefits of the
transaction would occur. Other risks and uncertainties that could affect the forward-looking statements set forth in this press
release include: the failure of the Company’s shareholders to approve the proposed sale of the industrial warehouse portfolio; the
challenges and costs of closing and achieving any anticipated synergies or benefits from the proposed sale; the distraction of
management or other diversion of valuable resources within each company caused by the proposed transaction; the ability to retain
key employees during the pendency of the proposed transaction; and factors generally affecting the business, operations, and
financial condition of the Company. Certain of these and other risks and uncertainties are described more fully in the
Company’s most recently filed SEC documents, including the Company’s Annual Report on Form 10-K for the year ended
December 31, 2017, under the heading “Risk Factors.”
Additional Information and Where to Find It
The shareholders of the Company will be asked to approve the sale of these properties to Blackstone. In order to
solicit this approval, the Company will file documents with the SEC, including a definitive proxy statement relating to the
proposed sale. The definitive proxy statement will also be mailed to the Company’s shareholders in connection with the proposed
sale. Investors and security holders are urged to read these documents when they become available because they will obtain
important information about the Company and the proposed sale. Investors may obtain free copies of these documents when they are
filed with the SEC at the SEC’s website at http://www.sec.gov or by directing a request to FRP Holdings, Inc., Attn: Corporate
Secretary, 200 W. Forsyth Street, 7th Floor, Jacksonville, Florida 32202.
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies
in connection with the proposed sale. Information regarding the interests of these directors and executive officers in the proposed
transaction will be included in the definitive proxy statement when it is filed with the SEC. Additional information regarding the
directors and executive officers of the Company is also included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2017, which was filed with the SEC on March 16, 2018, and the definitive proxy statement relating to the Company’s
2017 Annual Meeting of Shareholders, which was filed with the SEC on December 22, 2016. These documents are available free of
charge at the SEC’s website at http://www.sec.gov and from the Corporate Secretary of the Company as described above.
Contact:
John D. Milton, Jr.
Chief Financial Officer
904/858-9100