STRATUS PROPERTIES INC: Completion of the acquisition or disposal of assets, other events, financial statements and exhibits (Form 8-K)


Article 2.01. Completion of acquisition or disposal of assets.

On December 10, 2021, Santal, L.L.C., a wholly owned, indirect subsidiary of
Stratus Properties Inc. (Stratus), completed the previously announced
disposition of the real and personal property associated with The Santal, free
and clear of all liens associated with the project loan, for $152.0 million in
cash, to Berkshire Multifamily Income Realty-OP, L.P., a Delaware limited
partnership (The Santal Purchaser). The Santal was Stratus' wholly owned
448-unit garden-style, multi-family luxury apartment complex located in Section
N of the Barton Creek community in Austin, Texas.

The net cash income before tax was approximately $ 74 million after payment of the sales costs and the project loan.

The sale was made pursuant to an Agreement of Sale and Purchase dated September
20, 2021 between Santal, L.L.C. and BG-QR GP, LLC, a Delaware limited liability
company, as amended by the First Amendment to Agreement of Sale and Purchase
dated October 4, 2021 (collectively, the Original Agreement), and, after
assignment of the Original Agreement to The Santal Purchaser, as further amended
by the Second Amendment to Agreement of Sale and Purchase dated November 3, 2021
(The Santal Purchase Agreement).

The foregoing description of The Santal Purchase Agreement and the transactions
contemplated thereby is not intended to be complete and is qualified in its
entirety by reference to The Santal Purchase Agreement, copies of which are
Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3 to this report and are incorporated
herein by reference.


Item 8.01. Other Events.

On December 14, 2021, Stratus issued a press release, titled "Stratus Properties
Inc. Completes Sale of The Santal for $152 Million." A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference into this
Item 8.01.


Article 9.01. Financial statements and supporting documents.

(b) Pro forma financial information.

The following unaudited pro forma financial statements were derived from
Stratus' historical financial statements and are being presented to give effect
to (i) the disposition of The Santal for pre-tax net cash proceeds of $74.1
million after payment of selling costs and the project loan as described above
in Item 2.01 of this report (The Santal Disposition) and (ii) the probable
disposition of the real and personal property associated with Block 21 for an
aggregate purchase price of $260.0 million, as reported in Stratus' Current
Report on Form 8-K dated October 26, 2021, and reflecting a probable downward
adjustment to $255.0 million (the Probable Block 21 Disposition).

As previously disclosed, on October 26, 2021, Stratus Block 21, L.L.C., a
Delaware limited liability company, and Stratus Block 21 Investments, L.P., a
Texas limited partnership, both wholly owned, indirect subsidiaries of Stratus,
entered into agreements (collectively, the Block 21 Sales Agreements) pursuant
to which they agreed to sell the real and personal property associated with
Block 21 to Ryman Hospitality Properties, Inc. (the Block 21 Purchaser), subject
to limited exclusions and subject to the terms and conditions specified in the
Block 21 Sales Agreements.

Block 21 is Stratus' wholly owned mixed-use real estate development and
entertainment business in downtown Austin, Texas that contains the 251-room W
Austin Hotel and is home to ACL Live, a 2,750-seat live music and entertainment
venue and production studio that serves as the location for the filming of
Austin City Limits. Block 21 also includes Class A office space, retail space
and the 3TEN ACL Live entertainment venue and business, which has a capacity of
approximately 350 people.



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The purchase price under the Block 21 Sales Agreements is $260.0 million in the
aggregate, subject to downward adjustments up to $5.0 million (the Total
Purchase Price) and will be payable by the assumption of the project loan, for
which the Block 21 Purchaser will receive a credit against the Total Purchase
Price in an amount equal to the unpaid balance of the project loan as of the
closing of the Probable Block 21 Disposition plus accrued but unpaid interest,
with the remainder to be paid in cash or other readily available funds. As of
September 30, 2021, the principal balance of the project loan was approximately
$138 million.

The following unaudited pro forma financial statements are presented below:

-Condensed balance sheet September 30, 2021, as adjusted assuming the Sandalwood layout and likely block 21 layout occurred on September 30, 2021; and

-Condensed statements of operations for the years ended December 31, 2020 and
2019, and the nine months ended September 30, 2021, as adjusted assuming The
Santal Disposition and Probable Block 21 Disposition occurred on January 1,
2019.

The unaudited pro forma condensed financial statements are prepared in
accordance with Article 11 of Regulation S-X. The pro forma adjustments have
been made solely for the purpose of providing pro forma financial information as
required by the U.S. Securities and Exchange Commission (SEC) rules. Differences
between these pro forma adjustments and the final accounting for The Santal
Disposition and Probable Block 21 Disposition may be material. The pro forma
adjustments are described in the accompanying notes and are based upon
information and assumptions available at the time of the filing of this report.

Stratus expects to report Block 21 as a discontinued operation under U.S.
generally accepted accounting principles (GAAP). As these pro forma statements
of operations include only results from continuing operations, the projected
pre-tax gain on the Probable Block 21 Disposition of approximately $110 million
is not presented.

The pro forma financial information is provided for informational purposes only
and does not purport to represent what the actual consolidated results of
operations or the consolidated financial position of Stratus would have been had
The Santal Disposition and Probable Block 21 Disposition occurred on the dates
assumed, nor are they necessarily indicative of Stratus' future consolidated
results of operations or consolidated financial position. The unaudited pro
forma condensed balance sheet and statements of operations should be read in
conjunction with (i) the accompanying notes to the pro forma financial
information (ii) the Current Reports on Form 8-K filed with the SEC on September
21, 2021, and October 15, 2021 (for reporting The Santal Purchase Agreement),
and on October 26, 2021 (for reporting the Block 21 Sales Agreements), (iii) the
audited consolidated financial statements and accompanying notes of Stratus
contained in its Annual Report on Form 10-K for the year ended December 31,
2020, filed with the SEC on March 15, 2021, and (iv) the unaudited condensed
consolidated financial statements and accompanying notes of Stratus contained in
its Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2021, filed with the SEC on November 15, 2021 (Third Quarter 2021 Form 10-Q).

Stratus' Board of Directors and management are engaged in a strategic planning
process, which includes consideration of the use of proceeds from The Santal
Disposition and Probable Block 21 Disposition and of Stratus' long-term business
strategy. The potential uses of proceeds may include a combination of further
deleveraging, returning cash to shareholders and investing in Stratus' project
pipeline. These factors may impact Stratus' evaluation of a potential conversion
to a real estate investment trust. In the interim, Stratus used approximately
$56 million of the pre-tax net cash proceeds to pay the full outstanding balance
on its revolving credit facility with Comerica Bank.



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Although the Probable Block 21 Disposition is being reflected in this report as
a probable disposition, no assurance can be given that the sale will be
completed. The closing is subject to the timely satisfaction or waiver of a
number of specified closing conditions, including the consent of the loan
servicer for the project loan to the Block 21 Purchaser's assumption of the
project loan, the consent of the hotel operator, an affiliate of Marriott, to
the Block 21 Purchaser's assumption of the hotel operating agreement, the
absence of a material adverse effect with respect to the results of operations
or condition of Block 21 and other customary closing conditions.

                            STRATUS PROPERTIES INC.
                  UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2021
                                 (In Thousands)

                                                                          Adjustments
                                      Historical (1)     The Santal (2)     Block 21 (3)     Other (4)    Pro Forma
ASSETS
Cash, cash equivalents, and
restricted cash                     $        59,621    $        74,107    $     104,055    $        -    $ 237,783
Real estate held for sale                     1,773                  -                -             -        1,773
Real estate under development               144,666                  -                -             -      144,666
Land available for development               42,564                  -                -             -       42,564
Real estate held for investment,
net                                         211,972                  -         (121,010)            -       90,962
Lease right-of-use assets                    10,634                  -              (64)            -       10,570
Other assets                                 20,606                  -           (2,119)            -       18,487
Assets held for sale                         67,264            (67,264)               -             -            -
Total assets                        $       559,100    $         6,843    $     (19,138)   $        -    $ 546,805

LIABILITIES AND EQUITY
Accounts payable and accrued
liabilities                         $        20,607    $             -    $      (6,865)   $    3,974    $  17,716
Debt                                        295,394                  -         (137,885)            -      157,509
Lease liabilities                            13,888                  -              (64)            -       13,824
Other liabilities and deferred gain          26,635                  -           (7,300)            -       19,335
Liabilities held for sale                    75,174            (75,174)               -             -            -
Total liabilities                           431,698            (75,174)        (152,114)        3,974      208,384

Total equity                                127,402             82,017          116,093        (3,974)     321,538
Total liabilities and equity        $       559,100    $         6,843    $     (36,021)   $        -    $ 529,922




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NOTES TO UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
(1) Stratus' historical financial information has been derived from its Third
Quarter 2021 Form 10-Q. The assets and liabilities of The Santal were classified
as held for sale on Stratus' September 30, 2021, balance sheet.
(2) Pro forma adjustments reflect The Santal Disposition for pre-tax net cash
proceeds of $74.1 million after the use of a portion of the pre-tax net cash
proceeds to pay the full outstanding balance of the project loan ($75.0
million). The pre-tax net cash proceeds exclude any settlement prorations upon
closing of the transaction. The pro forma adjustments do not reflect the use of
approximately $56 million of pre-tax net cash proceeds to pay the full
outstanding balance on Stratus' revolving credit facility with Comerica Bank.

A reconciliation between the sale price and the net cash proceeds follows (in millions):

                                   $ 152.0
Repair and other credits                        (0.7)
Selling costs                                   (0.7)

The principal balance of the Sandalwood project loan (75.0) Prepayment commission

                                  (1.5)
Net cash proceeds                            $  74.1


(3) Pro forma adjustments reflect the Probable Block 21 Disposition for expected
pre-tax net cash proceeds of $104.1 million and assumption of the existing Block
21 project loan of $137.7 million by the Block 21 Purchaser. The pre-tax net
cash proceeds exclude any settlement prorations upon closing of the transaction.

A reconciliation of the sale price to expected net cash proceeds follows (in
millions):
Sale price                                         $ 255.0
Estimated selling costs                               (1.8)
Block 21 project loan balance                       (137.7)

Restricted cash to be acquired by the buyer (11.4) Net cash proceeds

                                  $ 104.1


(4) The adjustment reflects an increase in the accumulated liability under the Stratus Profit Sharing Incentive Plan (PPIP) associated with The Santal Disposition.

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                            STRATUS PROPERTIES INC.
             UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
                    (In Thousands, except per share amounts)

                                                                 Nine

Ended months September 30, 2021

                                                                                Adjustments
                                            Historical (1)     The Santal (2)     Block 21 (3)     Other (4)     Pro Forma

Revenues                                  $        41,571    $       

(6,826) $ (18,298) $ – $ 16,447
Cost of sales

                                      40,747             (5,611)         (21,640)            -         13,496
General and administrative expenses                16,365                  -             (568)            -         15,797
Impairment of real estate                             625                  -                -             -            625
Gain on sale of assets                            (22,931)                 -                -             -        (22,931)
Operating income (loss)                             6,765             (1,215)           3,910             -          9,460
Interest expense, net                              (8,666)             2,418            5,976          (566)          (838)
Net gain on extinguishment of debt                  3,454                  -                -             -          3,454
Other income, net                                      74                  -                -             -             74
(Provision for) benefit from income taxes
(5)                                                  (351)              

(224) (1,895) 119 (2,351) Equity in the loss of non-consolidated investments

             (11)                 -                -             -            (11)
Net income (loss) and total comprehensive
income (loss)                                       1,265                979            7,991          (447)         9,788
Total comprehensive income attributable
to noncontrolling interest in
subsidiaries                                       (6,248)                 -                -             -         (6,248)
Net (loss) income and total comprehensive
(loss) income attributable to common
stockholders                              $        (4,983)   $           

979 $ 7,991 $ (447) $ 3,540

Basic and diluted net loss (income) per
share attributable to common stockholders $         (0.61)                                                     $      0.43

Weighted-average common shares
outstanding (6)
Basic                                               8,232                                                            8,232
Diluted                                             8,232                                                            8,303


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                                                                     Year Ended December 31, 2020
                                                                                Adjustments
                                            Historical (1)     The Santal (2)     Block 21 (3)     Other (4)     Pro Forma

Revenues                                  $        61,015    $       

(8,697) (16,682) $ $ – $ 35,636
Cost of sales

                                      67,020             (7,259)         (29,610)            -        30,151
General and administrative expenses                15,036                  -           (1,457)            -        13,579
Income from forfeited earnest money               (15,000)                 -           15,000             -             -
Operating loss                                     (6,041)            (1,438)            (615)            -        (8,094)
Interest expense, net                             (14,827)             4,044            8,130          (444)       (3,097)
Other income (losses), net                            227                  3              (27)            -           203
(Provision for) benefit from income taxes
(5)                                                (3,818)              (512)          (1,270)           93        (5,507)
Equity in unconsolidated affiliates' loss             (16)                 -                -             -           (16)
Net (loss) income and total comprehensive
(loss) income                                     (24,475)             2,097            6,218          (351)      (16,511)
Total comprehensive income attributable
to noncontrolling interest in
subsidiaries                                        1,685                  -                -             -         1,685
Net (loss) income and total comprehensive
(loss) income attributable to common
stockholders                              $       (22,790)   $         

2,097 $ 6,218 (351) $ $ (14,826)

Basic and diluted net loss per share
attributable to common stockholders       $         (2.78)                                                     $    (1.81)

Basic and diluted weighted-average common
shares outstanding (6)                              8,211                                                           8,211


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                                                                     Year Ended December 31, 2019
                                                                               Adjustments
                                            Historical (1)     The Santal (2)     Block 21 (3)    Other (4)     Pro Forma

Revenues                                  $        92,178    $       

(7,672) $ (62,175) $ – $ 22,331
Cost of sales

                                      75,314             (7,169)         (52,188)           -         15,957
General and administrative expenses                12,384                  -           (1,040)       3,974         15,318
Gain on sale of assets                             (5,683)           (83,328)               -            -        (89,011)
Operating income (loss)                            10,163             82,825           (8,947)      (3,974)        80,067
Interest expense, net                             (12,483)             3,480            8,235         (630)        (1,398)
Net loss on extinguishment of debt                   (247)            (1,660)               -            -         (1,907)
Other income, net                                     236                  -                -            -            236
(Provision for) benefit from income taxes
(5)                                                  (117)           (18,089)             392          967        (16,847)
Equity in unconsolidated affiliates' loss             (19)                 -                -            -            (19)
Net (loss) income and total comprehensive
(loss) income                                      (2,467)            66,556             (320)      (3,637)        60,132
Total comprehensive loss attributable to
noncontrolling interest in subsidiaries                 3                  -                -            -              3
Net (loss) income and total comprehensive
(loss) income attributable to common
stockholders                              $        (2,464)   $        

66,556 $ (320) $ (3,637) $ 60,135

Net (loss) income per share attributable
to common stockholders
Basic                                     $         (0.30)                                                    $      7.35
Diluted                                   $         (0.30)                                                    $      7.31

Weighted-average common shares
outstanding (6)
Basic                                               8,182                                                           8,182
Diluted                                             8,182                                                           8,221


NOTES TO UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
(1) Stratus' historical financial information has been derived from its Third
Quarter 2021 Form 10-Q and Annual Report on Form 10-K for the year ended
December 31, 2020, as applicable.
(2) Pro forma adjustments reflect The Santal Disposition, including an estimated
gain of $83.3 million in 2019, and use of a portion of the pre-tax net cash
proceeds to pay the full outstanding balance of the project loan. The estimated
gain was calculated based on September 30, 2021, balances. The pro forma
adjustments do not reflect the use of approximately $56 million of pre-tax net
cash proceeds to pay the full outstanding balance on Stratus' revolving credit
facility with Comerica Bank.
(3) Pro forma adjustments reflect the Probable Block 21 Disposition and
assumption of the existing Block 21 project loan by the Block 21 Purchaser.
Stratus expects to report Block 21 as a discontinued operation under GAAP. As
these pro forma statements of operations include only results from continuing
operations, the projected gain on the Probable Block 21 Disposition is not
presented. Based on September 30, 2021, balances, Stratus expects to record an
approximate pre-tax gain of $110 million upon the closing of the Probable Block
21 Disposition.
(4) The year 2019 includes an adjustment for an increase to the accrued
liability under Stratus' PPIP associated with The Santal Disposition. All
periods presented also include adjustments to capitalized interest.

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(5) The effect on income taxes of the pro forma adjustments have been computed
based on the statutory rates in effect during the periods presented.
(6) The historical weighted-average shares of common stock outstanding exclude
approximately 134 thousand shares for the first nine months of 2021, 86 thousand
shares for the year 2020 and 88 thousand shares for the year 2019 associated
with restricted stock units (RSUs) and outstanding stock options that were
anti-dilutive as a result of the net losses for the periods. The pro forma
diluted weighted-average shares of common stock outstanding exclude
approximately 7 thousand shares for the first nine months of 2021 and 21
thousand shares for the year 2019 associated with RSUs that were anti-dilutive.

(d) Exhibits.
Exhibit Number              Exhibit Title
  2.1                       Agreement of Sale and Purchase, by and between Santal, L.L.C., as
                            seller, and BG-QR GP, LLC, as purchaser, dated as of September 20, 2021
                            (incorporated herein by reference to Exhibit 2.2 to Stratus' Quarterly
                            Report on Form 10-Q filed on November 15, 2021).
  2.2                       First Amendment to Agreement of Sale and Purchase, by and between
                            Santal, L.L.C., as seller, and BG-QR GP, LLC, as purchaser, effective
                            as of October 13, 2021 (incorporated herein by reference to Exhibit 2.3
                            to Stratus' Quarterly Report on Form 10-Q filed on November 15, 2021).
  2.3                       Second Amendment to Agreement of Sale and Purchase, by and between
                            Santal, L.L.C., as seller, and Berkshire

Multifamily Income Realty-OP,

                            L.P., as purchaser, dated as of November 3, 

2021 (incorporated here

                            by reference to Exhibit 2.4 to Stratus' 

Quarterly report on Form 10-Q

                            filed on November 15, 2021).
  99.1                      Press release dated December 14, 2021, titled "Stratus Properties Inc.
                            Completes Sale of The Santal for $152 Million."
104                         The cover page from this Current Report on Form 8-K, formatted in
                            Inline XBRL.





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