Color Up LLC agreed to acquire 21.1% stake in The Parking REIT, Inc. from Vestin Realty Mortgage I, Inc (OTCPK:VRTA), Vestin Realty Mortgage II, Inc. (OTCPK:VRTB) and Michael V. Shustek for $18.2 million on January 8, 2021. As part of consideration, Color Up has agreed to purchase 1.5 million common stock at $11.75 per share. There are four related transactions whereby (i) MVP REIT II Operating Partnership, L.P. will issue OP units to Color Up for a consideration of $35 million in cash plus the contribution of parking assets and other property valued at more than $90 million, (ii) Shustek will surrender its claim to 0.4 million common stock due from Parking REIT on December 31, 2021 and contribute 0.175 million common stock to a settlement fund which Color Up will acquire at $11.75 per share upon completion of this transaction, (iii) Color Up will commence a tender offer to purchase approximately 15% of Parking REIT's outstanding shares for $11.75 per share in cash, and (iv) Parking REIT will issue warrants to Color Up to purchase up to 1,702,128 shares at an exercise price of $11.75 per share. Following all the transaction, Bombe will own a majority stake of Parking REIT on a fully diluted basis and will provide an unsecured line of credit if the transaction does not close by June 1, 2021. Color Up will receive $65 million in cash from certain investors upon closing. The Parking REIT shall be required to pay a termination fee in an amount equal to $3.178 million plus all Color Up expenses.


Upon completion of the transaction, Michael V. Shustek will resign as a Director and officer of Parking REIT, Manuel Chavez of Bombe will become the Chief Executive Officer of Parking REIT, Stephanie Hogue of Bombe will become President of Parking REIT and the Board is expected to have seven Directors, consisting of five Directors appointed by Color Up, one new independent Director appointed by the independent Directors of Parking REIT and Shawn Nelson, a current independent Director of Parking REIT.

Board of Directors and a Special Committee of independent Directors of Parking REIT unanimously approved the transaction. The consummation is subject to the satisfaction of certain closing conditions, including Parking REIT receiving a conditional resignation letter from existing Director Shawn Nelson and shall have an authorized Board of Directors consisting of seven Directors, which shall be comprised of persons designated pursuant to the terms of the stockholders' agreement, five of whom shall be nominated by Color Up and not have previously served on the Board of Directors. The deal is also subject to Shustek to have resigned as Director and officer of Parking REIT and its subsidiaries and the Circuit Court for Baltimore City, Maryland shall have entered a judgment of dismissal and approval for a class settlement of certain pending putative class action litigation in which the Parking REIT is a defendant. The deal is also subject to Color Up shall have received written correspondence from the SEC stating that it does not intend to recommend any enforcement action against Parking REIT. The completion of the transaction is expected to occur in the second quarter of the 2021.

Board of Directors and a Special Committee of independent Directors of Parking REIT unanimously approved the transaction. The consummation is subject to the satisfaction of certain closing conditions, including Parking REIT receiving a conditional resignation letter from existing Director Shawn Nelson and shall have an authorized Board of Directors consisting of seven Directors, which shall be comprised of persons designated pursuant to the terms of the stockholders' agreement, five of whom shall be nominated by Color Up and not have previously served on the Board of Directors. The deal is also subject to Shustek to have resigned as Director and officer of Parking REIT and its subsidiaries and the Circuit Court for Baltimore City, Maryland shall have entered a judgment of dismissal and approval for a class settlement of certain pending putative class action litigation in which the Parking REIT is a defendant. The deal is also subject to Color Up shall have received written correspondence from the SEC stating that it does not intend to recommend any enforcement action against Parking REIT. The completion of the transaction is expected to occur in the second quarter of the 2021.

Venable LLP is acting as legal advisor to the Special Committee. Latham & Watkins, LLP is acting as legal counsel to Parking REIT. Keating Muething & Klekamp PLL acted as legal counsel to Bombe. Snell & Wilmer LLP is acting as legal counsel to Shustek. Jefferies LLC acted as financial advisor to Parking REIT. Kevin Kreshover of KeyBanc Capital Markets acted for The Parking REIT, Inc in the deal.

Color Up LLC completed the acquisition of 21.1% stake in The Parking REIT, Inc. from Vestin Realty Mortgage I, Inc (OTCPK:VRTA), Vestin Realty Mortgage II, Inc. (OTCPK:VRTB) and Michael V. Shustek on August 25, 2021. Effective as of the Closing, Michael V. Shustek resigned as a director and officer of the Parking REIT and its subsidiaries.