MCB Real Estate is making another push to take over Houston’s Whitestone Real Estate Investment Trust — and this time, it’s warning the company’s board that change is coming, one way or another.
In a Nov. 4 letter to shareholders, Baltimore-based MCB said it had sweetened its offer to buy Whitestone for $15.20 per share in cash, valuing the deal at roughly $1.42 billion including debt, the Baltimore Business Journal reported.
The latest bid marks a 21 percent premium to Whitestone’s Nov. 3 closing price of $12.56 and follows two previous rejections — a $14-per-share offer in June 2024 and a $15 offer in October of last year. Shares jumped more than 4 percent after the new proposal, closing at $13.11 on Monday.
MCB, which already owns about 9.2 percent of Whitestone’s stock, said it has secured a letter from Wells Fargo expressing confidence it can raise up to $950 million in debt to fund the acquisition. The Baltimore firm, led by co-founder and managing partner David Bramble, signaled that patience is running out.
“Absent constructive engagement toward a transaction or the initiation of a public strategic alternatives process, we intend at a minimum to vote against the entire Whitestone Board at the next Annual Meeting of Shareholders,” Bramble wrote, calling on other investors to do the same.
Whitestone has not commented on the latest offer. The REIT owns 55 open-air shopping centers in Texas and Arizona, with a portfolio exceeding $1 billion in value, including Houston’s upscale Blvd Place near the Galleria.
MCB has accused Whitestone of chronic underperformance and weak governance, pointing to negative total returns since its first bid last summer.
Whitestone reported better-than-expected third-quarter results — 26 cents in core funds from operations per share and $41 million in revenue — but its stock has still fallen more than 10 percent year-to-date.
If Whitestone again rejects the offer, MCB could escalate to a proxy battle next year. The window for nominating board candidates opens Dec. 5 and runs through Jan. 4. It would mark the third activist challenge Whitestone has faced in as many years, after staving off Ezra Asset Management in 2024 and another dissident investor the year before.
Whitestone’s top shareholders — BlackRock with 15.2 percent and Vanguard with 10.9 percent — have not publicly weighed in.
— Eric Weilbacher
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