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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 24, 2025


MacKenzie Realty Capital, Inc.
(Exact Name of Registrant as Specified in Its Charter)


000-55006
(Commission File Number)

Maryland
45-4355424
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

89 Davis Road, Suite 100
Orinda, California 94563
(Address of principal executive offices, including zip code)

(925) 631-9100
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.0001 per value

MKZR

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 7.01 Other Events.

On February 24, 2025, MacKenzie Realty Capital, Inc. (“we” or the “Company”) issued a press release regarding the launch of a tender offer to purchase up to 150,000 Class S shares of Starwood Real Estate Income Trust, Inc. (“Starwood”) for $15.30 per share, an approximate 30% discount to Starwood’s estimated net asset value of $21.84 as of November 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”) and incorporated herein by reference.

The furnishing of the attached press release is not an admission as to the materiality of any information therein. The information contained in the release is summary information that is intended to be considered in the context of more complete information included in our filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that we have made and may make from time to time by press release or otherwise. We undertake no duty or obligation to update or revise the information contained in this press release, although we may do so from time to time as our management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This Current Report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, our ability to remain financially healthy, and our expected future growth prospects. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. For a further discussion of factors that could cause our future results, performance, or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q that we file with the Securities and Exchange Commission from time to time.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
     
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
MACKENZIE REALTY CAPITAL, INC.
 
 
(Registrant)
 
 
 
 
 
Date: February 24, 2025
By:
/s/ Robert Dixon
 
 
 
Robert Dixon
 
 
 
President
 



EX-99.1 2 pressrelease022425.htm PRESS RELEASE ISSUED FEBRUARY 24, 2025

NEWS RELEASE
FOR IMMEDIATE RELEASE 
IR CONTACT
Andrew Barwicki
516-662-9461
andrew@barwicki.com

 
MacKenzie Realty Capital Announces Starwood REIT Tender Offer
 
Orinda, Calif., (February 24, 2025) – MacKenzie Realty Capital, Inc. (Nasdaq: MKZR) (“MacKenzie” or the “Company”) announced the launch of a tender offer to purchase up to 150,000 Class S shares of Starwood Real Estate Income Trust, Inc. (“Starwood”) for $15.30 per share, an approximate 30% discount to Starwood’s estimated net asset value of $21.84 as of November 30, 2024.

Starwood is a non-traded real estate investment trust, and its share redemption program is oversubscribed. The share redemption program only redeemed approximately 4% of each stockholder’s December 2024 repurchase request.  Thus, shareholders are not able to effectively redeem their shares via repurchase from Starwood unless they own less than $500. Our offer gives Starwood shareholders the opportunity to get out of all shares quickly rather than taking many years at the current rate. 

If MacKenzie and its affiliates are successful in purchasing 150,000 shares of Starwood, they will have invested $2.295 million for shares that Starwood estimates are worth $3.276 million.  This represents a potential $981,000 gross profit if that estimated value is realized in the future.  MacKenzie and its affiliates purchased over $2 million in Starwood shares in their August 2024 tender offer at $17.50 per share, and they have been submitted for redemption.  We believe it is likely that 4% of them will be redeemed based upon Starwood’s recent redemption rate, which would result in a ~25% return in less than a year on the shares redeemed.  We hope that the offer launched today will have similar results.

This material does not constitute an offer to buy any of the Class S shares of Starwood. The full details of the offer are set forth in the Company’s Offer to Purchase and in the related Assignment Form, which you should read, available at www.mackenziecapital.com/tenders/SREIT.pdf, or by calling or writing us for a free copy.

About MacKenzie Realty Capital, Inc. 
MacKenzie, founded in 2013, is a West Coast-focused REIT that intends to invest at least 80% of its total assets in real property, and up to a maximum of 20% of its total assets in illiquid real estate securities.  We intend for the real property portfolio to be approximately 50% multifamily and 50% boutique class A office. The Company has paid a dividend every year since inception. The current portfolio includes interests in 4 multifamily properties and 8 office properties plus 2 multifamily developments.
 
For more information, please contact MacKenzie at (800) 854-8357. Please visit our website at: http://www.mackenzierealty.com
 
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, our ability to remain financially healthy, and our expected future growth prospects. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. For a further discussion of factors that could cause our future results, performance, or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q that we file with the Securities and Exchange Commission from time to time.

89 Davis Road, Suite 100 • Orinda, California 94563 • Toll-Free (800) 854-8357 • Local (925) 631-9100 • www.mackenzierealty.com