PLANO, Texas, July 4, 2017 /PRNewswire/ -- Monogram
Residential Trust, Inc. (NYSE: MORE), an owner, operator and
developer of luxury apartment communities with a significant
presence in select coastal markets, today announced that it has
entered into a definitive merger agreement to be acquired by a
newly formed perpetual life fund, Greystar Growth and Income Fund,
LP, led by Greystar Real Estate Partners and its initial founding
capital partners, affiliates of APG Asset Management N.V., GIC, and
Ivanhoé Cambridge, in a
transaction valued at approximately $3.0 billion, including debt to be assumed
or refinanced.
Under the terms of the merger agreement, which was unanimously
approved by Monogram's Board of Directors, Monogram's stockholders
will receive $12.00 per share in
cash. This represents a premium of approximately 22% to
Monogram's unaffected closing stock price on July 3, 2017, the last trading day prior to the
public announcement of the transaction.
The $3.0 billion aggregate
transaction value includes Monogram's share of its two
institutional co-investment joint ventures with PGGM and NPS.
The PGGM joint venture will be restructured, and the joint venture
interests held by NPS will be purchased by Greystar pursuant to a
separate assignable purchase and sale agreement for approximately
$0.5 billion, subject to certain
adjustments at closing, including payment of the NPS joint
venture's share of debt to be assumed or refinanced in connection
with the transaction.
"We are pleased to have reached this agreement, which maximizes
value at a substantial premium to our existing share price," said
Alan Patton, Monogram's Chairman of
the Board of Directors. "We are confident that today's announcement
represents the best path forward for all of Monogram's
stockholders."
"This landmark is the result of Monogram's success at executing
and delivering on strong operations, innovative development
programs and investment strategies in conjunction with skillful
market timing," said Mark Alfieri,
Monogram's Chief Executive Officer, President and Chief Operating
Officer. "The interest we received from this sophisticated
group of investors demonstrates that our targeted focus on building
our portfolio with high quality Class A assets in select core
markets has been recognized and our stockholders and joint venture
partners are rewarded with this successful outcome."
"We are excited to add Monogram's high quality assets in some of
the best markets in the country as the seed portfolio for Greystar
Growth and Income Fund, LP, our flagship core-plus perpetual life
vehicle," said Bob Faith, the
Founder, Chairman and Chief Executive Officer of Greystar.
"The collective strength and experience of our high-quality
investment partners are second to none, and we look forward to
completing this transaction and further expanding Greystar's U.S.
multifamily platform."
The transaction, which is expected to close in the second half
of 2017, is subject to approval by Monogram's stockholders and
other customary closing conditions. The transaction is not
contingent on receipt of financing by Greystar. JPMorgan
Chase Bank, N.A. has provided a commitment letter to Greystar
Growth and Income Fund for $2.0
billion in debt financing for the transaction upon the terms
and conditions set forth in such letter. Following payment of
the previously announced second quarter dividend on July 7, Monogram will not pay any dividends
through the close of the transaction except as required to maintain
its REIT status and any such dividend will be deducted from the
purchase price.
Morgan Stanley & Co. LLC is serving as exclusive financial
advisor and Goodwin Procter LLP is serving as legal advisor to
Monogram. J.P. Morgan Securities LLC is serving as exclusive
financial advisor and Jones Day is
serving as legal advisor to Greystar.
Monogram will release financial results for its second quarter
ended June 30, 2017 in early
August. As a result of today's announcement, the Company does
not expect to host a conference call and webcast to discuss its
financial results for the quarter.
ABOUT MONOGRAM
Monogram is a fully integrated self-managed real estate
investment trust that invests in, develops and operates high
quality multifamily communities offering location and lifestyle
amenities. Monogram invests in stabilized operating
properties and properties in various phases of development, with a
focus on communities in select markets across the United
States. As of March 31, 2017,
Monogram's portfolio includes investments in 49 multifamily
communities in 10 states comprising 13,674 apartment homes. More
information is available at www.monogramres.com.
ABOUT GREYSTAR
Greystar is a leading, fully integrated multifamily real estate
company offering expertise in investment management, development
and property management of rental housing properties
globally. Headquartered in Charleston, South Carolina with offices
throughout the United States,
Europe, Latin America and Asia-Pacific, Greystar is the largest operator
of apartments in the United
States, managing over 415,000 units in over 140 markets
globally, with an aggregate estimated value of approximately
$80 billion. Greystar also has
a robust institutional investment management platform dedicated to
managing capital on behalf of a global network of institutional
investors with nearly $17 billion in
gross assets under management including more than $8 billion of developments that have been
completed or are underway. Greystar was founded by
Bob Faith in 1993 with the intent to
become a provider of world class service in the rental housing real
estate business. To learn more about Greystar, visit
www.greystar.com.
ABOUT APG ASSET MANAGEMENT N.V.
APG Asset Management N.V. is a Dutch pension capital investor
and one of the largest pension fiduciary asset managers worldwide.
APG manages €452 billion (April 2017)
on behalf of its pension fund clients and their 4.5 million active
and retired participants from the public and private sectors
representing over 30% of all collective pension plans in
the Netherlands. www.apg.nl.
ABOUT GIC
GIC is a leading global investment firm with well over
USD 100 billion in assets under
management. Established in 1981 to secure the financial
future of Singapore, the firm
manages Singapore's foreign
reserves. A disciplined long-term value investor, GIC is
uniquely positioned for investments across a wide range of asset
classes, including real estate, private equity, equities and fixed
income. GIC has investments in over 40 countries and has been
investing in emerging markets for more than two decades.
Headquartered in Singapore, GIC
employs over 1,300 people across 10 offices in key financial cities
worldwide. For more information about GIC, please visit
www.gic.com.sg.
ABOUT IVANHOÉ CAMBRIDGE
Ivanhoé Cambridge, a global
real estate industry leader, invests in high-quality properties and
real estate companies in select cities around the world. It
does so prudently, with a long-term view to generate optimal,
risk-adjusted returns. Founded in Quebec in 1953, Ivanhoé Cambridge has built a vertically integrated
business across Canada. Internationally, Ivanhoé Cambridge invests alongside key partners and
major real estate funds that are leaders in their respective
markets. Through subsidiaries and partnerships, Ivanhoé
Cambridge holds interests in
nearly 800 buildings, primarily in the residential, office, retail
and logistics real estate sectors. Ivanhoé Cambridge held approximately C$56 billion in assets as at December 31, 2016. Ivanhoé Cambridge is a real estate subsidiary of the
Caisse de dépôt et placement du Québec (cdpq.com), one of
Canada's leading institutional
fund managers. For more information:
ivanhoecambridge.com.
ABOUT PGGM
PGGM is a cooperative Dutch pension fund service provider.
Institutional clients are offered: asset management, pension fund
management, policy advice and management support. On December 31, 2016 PGGM had EUR 205.8 billion in assets under management. The
PGGM cooperative has approximately 720,000 members and is helping
them to realize a valuable future. Either alone or together with
strategic partners, PGGM develops future solutions by linking
together pension, care, housing and work. www.pggm.nl.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of federal securities laws that are based on Monogram's
current expectations, estimates, forecasts and projections and are
not guarantees of future performance. These statements may be
impacted by a number of known and unknown risks and uncertainties,
including, without limitation, risks associated with Monogram's
business strategy; Monogram's ability to obtain future financing
arrangements; estimates relating to Monogram's future
distributions; Monogram's understanding of its competition; market
trends; and projected capital expenditures. Actual results may
differ materially from those expressed in these forward-looking
statements, and you should not place undue reliance on any such
statements. Factors that could cause such differences
include, but are not limited to, (i) the risk that the proposed
merger may not be completed in a timely manner, or at all, which
may adversely affect Monogram's business and the price of its
common stock, (ii) the failure to satisfy all of the closing
conditions of the proposed merger, including the adoption of the
merger agreement by Monogram's stockholders, (iii) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the merger agreement, (iv) the effect of the
announcement or pendency of the proposed merger on Monogram's
business, operating results, and relationships with joint venture
partners, lenders, tenants, competitors and others, (v) risks that
the proposed merger may disrupt Monogram's current plans and
business operations, (vi) potential difficulties retaining
employees as a result of the proposed merger, (vii) risks related
to the diverting of management's attention from Monogram's ongoing
business operations, and (viii) the outcome of any legal
proceedings that may be instituted against Monogram related to the
merger agreement or the proposed merger. In
addition, a number of other important factors could cause actual
results to differ materially from the forward-looking statements
contained in this press release, including important risk factors
described in the Risk Factors section of Monogram's Annual
Report on Form 10-K for the year ended December 31, 2016 and in Monogram's subsequent
filings with the Securities and Exchange Commission.
Forward-looking statements in this press release speak only as of
the date on which such statements were made, and Monogram
undertakes no obligation to update any such statements to conform
to actual results or changes in its expectations.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed transaction, Monogram will file
a proxy statement with the SEC. Additionally, Monogram will
file other relevant materials in connection with the proposed
acquisition of Monogram by an affiliate of Greystar Real Estate
Partners. The materials to be filed by Monogram with the SEC
may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by Monogram on
Monogram's website at www.monogramres.com or by contacting Monogram
investor relations at ir@monogramres.com. INVESTORS AND
SECURITY HOLDERS OF MONOGRAM ARE URGED TO READ THE PROXY STATEMENT
AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Certain Information Regarding Participants
Monogram and its directors, executive officers and other
persons, may be deemed to be participants in the solicitation of
proxies of Monogram stockholders in connection with the proposed
transaction. Information concerning the interests of Monogram's
participants in the solicitation, which may, in some cases, be
different than those of Monogram's stockholders generally, is set
forth in the materials filed by Monogram with the SEC, including in
Monogram's definitive proxy statement filed with the SEC on
May 1, 2017, and will be set forth in
the proxy statement relating to the proposed transaction when it
becomes available.
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SOURCE Monogram Residential Trust, Inc.