STONELEIGH
LETTERHEAD
20
Marshall Street, #104
Norwalk,
Connecticut 06854
May 6,
2009
Dear
Stockholder:
You should have recently received your
proxy statement for Stoneleigh Partners Acquisition Corp.
(“Stoneleigh”). If for some reason you have not received it yet,
please contact MacKenzie Partners, Inc., Stoneleigh’s proxy solicitor, toll-free
at 1-800-322-2885 or via email: proxy@mackenziepartners.com immediately and they
will provide it to you on an expedited basis.
As
the management team and Board of Directors of Stoneleigh firmly believe that it
is in the best interests of its stockholders and warrantholders to extend the
corporate life of Stoneleigh to December 31, 2009 to allow Stoneleigh sufficient
time to consummate the transaction contemplated in its letter of intent with
Realty Finance Corporation (“RFC”), we strongly encourage all stockholders to
vote “For” Proposal 1 – “Extension of Corporate Life”. Voting “For”
Proposal 1 will NOT preclude you from receiving your pro rata portion of funds
held in Stoneleigh’s trust account (the “Trust Account”) established at the time
of Stoneleigh’s initial public offering (the “IPO”) as soon as practicable
following the May 29, 2009 Special Meeting. In addition, if Proposal
1 is passed and Stoneleigh’s corporate life is extended, the life of
Stoneleigh’s outstanding warrants will remain outstanding and allow
warrantholders the possibility to realize value should Stoneleigh successfully
consummate a transaction with RFC. If Proposal 1 is not passed,
Stoneleigh’s outstanding warrants will expire worthless.
If you
would like to convert your publicly traded shares of common stock into a pro
rata portion of the funds held in the Trust Account, you must vote “For”
Proposal 2, fill in the number of shares of common stock to be so converted and
tender your shares of common stock to Stoneleigh’s transfer agent, Continental
Stock Transfer & Trust Company (“CST”), no later than May 28,
2009. If you exercise your conversion rights, then you will be
exchanging your shares of Stoneleigh common stock for cash and will no longer
own these shares of common stock. If you convert your shares
of common stock but you remain in possession of the warrants and have not sold
or transferred them, you will still have the right to exercise the warrants
received as part of the units purchased in Stoneleigh’s IPO in accordance with
the terms thereof.
You may
tender your shares by either delivering your stock certificates to CST or by
delivering your shares electronically using Depository Trust Company’s DWAC
(deposit withdrawal at custodian) system. If you hold shares in
street name, you will need to instruct the account executive at your bank or
broker to withdraw the shares from your account in order to exercise your
conversion rights and tender your shares. If you have any questions
on the procedures to convert your shares, you or your representative may contact
Mark Zimkind at CST via telephone (212-845-3287) or by email
(MZimkind@continentalstock.com).
Even if
you would like to convert some or all of your shares into your pro rata portion
of the funds held in the Trust Account, you can vote “For” Proposal 1 to extend
the corporate life of Stoneleigh. Voting “For” Proposal 1 will not
impair your ability to convert your shares into your pro rata portion of the
funds in the trust account immediately following the Special Meeting to be held
on May 29, 2009.
If
Stoneleigh’s stockholders vote to extend Stoneleigh’s corporate existence, all
of its warrants will remain outstanding. This means that even if you
elect to convert your shares of common stock of Stoneleigh into your pro rata
portion of the funds held in the Trust Account, you will retain any Stoneleigh
warrants that you may own and maintain the possibility of realizing future value
from them.
If you
have any question regarding the Special Meeting or need assistance voting your
shares please contact, MacKenzie Partners, Inc., Stoneleigh’s proxy solicitor,
toll-free at 1-800-322-2885 or via email:
proxy@mackenziepartners.com.
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Sincerely,
STONELEIGH
PARTNERS ACQUISITION CORP.
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