By Svea Herbst-Bayliss

NEW YORK, March 5 (Reuters) - Private equity firms including Blackstone BX.N and TPG TPG.O have expressed interest in buying shopping center operator Whitestone REIT WSR.N, three people familiar with the matter told Reuters.

Houston-headquartered Whitestone, which acquires, owns, operates and develops open-air retail centers, has hired Bank of America BAC.N to oversee the proceedings, the sources said. Its shopping centers are located in Phoenix, as well as in Dallas-Fort Worth, Houston, San Antonio and Austin, Texas.

News of the sales process comes just weeks after the company was notified that it now faces two proxy fights for board seats and months after it received a takeover bid from a major shareholder, the sources said. It has yet to respond to the takeover bid, the sources said.

Whitestone did not immediately respond to a request for comment.

The private equity firms have signed confidentiality agreements with the company, allowing them to review documents and receive other information to shape a potential bid, the sources said.

There is no guarantee, however, that the firms will submit bids or that a sale will occur.

Blackstone, TPG and Bank of America declined to comment.

Whitestone has faced pressure from shareholders for years as several top 10 investors criticized the company's cost structure and governance. Several shareholders have said privately that the company, which focuses largely on renting to local businesses like nail salons instead of national chains that often anchor centers, should be privately held instead of publicly listed.

In January, Emmett Investment Management, which owned roughly 2.5% of Whitestone at the end of 2025 according to LSEG data, nominated four director candidates to replace the majority of the six-member board.

Emmett, a New York-based investment firm run by Alexander Rohr, hinted at a possible proxy fight six months ago and its decision to nominate in 2026 has not been previously reported. Emmett also nominated candidates for election in 2025. A representative for Emmett declined to comment.

Also in early January, former Whitestone CEO James Mastandrea said publicly that he would nominate six candidates to replace the current board. A representative for Mastandrea did not immediately respond to a request for comment.

Separately, leading commercial real estate developer and investment management firm MCB Real Estate, which owns more than 9% of Whitestone, offered to buy the company at $15.20 a share in November and said publicly in early January that the company had not responded to the offer.

The November offer was the second time MCB offered to buy Whitestone. A representative for MCB declined to comment.

Whitestone's stock price closed at $14.98 on Thursday, valuing the company at roughly $763 million.

(Reporting by Svea Herbst-Bayliss in New York; Editing by Matthew Lewis)

((svea.herbst@thomsonreuters.com; +617 233 2138; Reuters Messaging: svea.herbst.thomsonreuters.com@reuters.net/))