MCB Real Estate ups Whitestone REIT takeover offer to $750M

A Houston-based real estate investment trust is once again the target of a takeover bid from its third-largest shareholder, this time with an increased offer. 

David Bramble’s MCB Real Estate sweetened its proposal to buy Whitestone REIT by raising its bid to $15 per share, up from its previous offer of $14, made in June, the Houston Business Journal reported.

The new offer, made on Wednesday, values the retail-focused REIT at more than $750 million. When factoring in Whitestone’s $667 million debt load, the entire deal is worth approximately $1.45 billion. Whitestone, which operates shopping centers across Texas and Arizona, declined to comment on the proposal. 

MCB holds a 9.4 percent stake in the company. 

“Our efforts to engage in constructive discussions have been rebuffed to date, but we stand ready to complete due diligence and execute a definitive agreement expeditiously and are committed to seeing this through to completion,” said David Bramble, MCB managing partner and co-founder. “We ask our fellow shareholders to urge the Whitestone board to uphold their fiduciary duties and engage with us in good faith without further delay.”

Whitestone’s portfolio includes 57 retail properties with a combined occupancy rate of 93.5 percent. The REIT’s strategy has been centered on acquiring well-positioned assets through capital recycling, with recent purchases including Houston’s Garden Oaks Shopping Center and Lake Woodlands Crossing in The Woodlands. 

For MCB, acquiring Whitestone represents a significant expansion of its $3 billion real estate portfolio. The private firm has been active in major redevelopment projects, such as the Harborplace revamp in Baltimore, and is now setting its sights on expanding nationally. 

The takeover bid follows Whitestone’s recent rejection of acquisition offers from MCB and Fortress Investment Group. 

Whitestone’s decision to turn down a premium offer from Fortress in 2022 became a key point of contention during its proxy battle with Erez Asset Management. The rejected deal, combined with the firing of CEO James Mastandrea — who later sued for $25 million — cast a long shadow over the company. Though Mastandrea’s lawsuit was dismissed, it fueled concerns about Whitestone’s strategic direction.

MCB’s latest offer is accompanied by a website, MaximizingWhitestoneValue.com, where it urges shareholders to support the deal.

— Andrew Terrell