Real estate company Voltari Corp. agreed to merge into Starfire Holding Corp. and become its wholly owned subsidiary.
Under the deal, each outstanding share of Voltari's common stock that High River or its affiliates do not yet own will be converted into a right to receive 86 cents per share in cash without interest.
Additionally, each outstanding share of Voltari's 13% redeemable series J preferred stock will be converted into the right to receive an amount in cash equal to the liquidation preference of the preferred stock plus prorated dividends.
The agreement was signed by Starfire, an affiliate of Starfire CEO Carl Icahn and an affiliate of Voltari's controlling stockholders, High River LP and Koala Holding LP.
Together with its affiliates, High River beneficially owns about 52.69% of the outstanding shares of Voltari's common stock and approximately 98.0% of the company's outstanding shares of 13% redeemable series J preferred stock, according to a Jan. 10 release.
The offer price of 86 cents apiece, raised from High River's most recent offer of 80 cents per share, reflects a premium of about 139% over Voltari's closing stock price Dec. 6, 2018, the last trading day before High River made its initial buyout offer to Voltari. The bid also represents an about 48% premium over the 58-cents-per-share purchase price proposed in the initial offer.
Voltari's special committee of independent directors and its board of directors approved the merger agreement, which remains subject to approval of the company's common stockholders and certain other customary closing conditions. The merger is not subject to a financing condition, according to a release.
If the merger is completed, Voltari's common stock will be deregistered and removed from trading on the OTCQB marketplace or any other public market.