Milestone to be acquired for $2.85B (U.S.) in cash

2017-01-19 08:30 ET - News Release -- Mr. Robert Landin reports

 

MILESTONE APARTMENTS REIT TO BE ACQUIRED BY STARWOOD CAPITAL GROUP

 

Milestone Apartments REIT has entered into an acquisition agreement with an affiliate of Starwood Capital Group, pursuant to which Starwood will acquire all of Milestone's subsidiaries and assets, and Milestone unitholders will receive $16.15 (U.S.) per trust unit in cash. Subject to the satisfaction of all conditions precedent, the transaction is expected to be completed early in the second quarter of 2017.

"I am extremely proud of what this organization has achieved since the REIT's 2013 initial public offering including more than doubling the REIT's enterprise value, more than tripling our equity market capitalization and generating total annual compound returns for our investors in excess of 28 per cent," said Robert P. Landin, chief executive officer of Milestone. "This compelling all-cash transaction reflects an attractive value for our unitholders and will position Milestone and its employees for continued growth with an experienced, reputable and very capable strategic owner. I'd like to thank our employees, trustees and all stakeholders for their hard work, support and trust in Milestone over the last several years."

 

"Today's announcement can be largely attributed to the REIT's high-quality portfolio of multifamily properties and associated state-of-the-art operating platform," said Michael Young, chairman of Milestone's board of trustees. "The transaction delivers significant and certain value to unitholders while at the same time providing an excellent opportunity for Milestone's employees to continue their success."

 

Transaction highlights

 

Unitholders to receive $16.15 (U.S.) per unit in cash, offering certainty of value and liquidity, and representing an aggregate transaction value of approximately $2.85-billion (U.S.);

The transaction implies an average price per apartment unit of approximately $120,000 (U.S.), which compares favourably with the book value of approximately $109,500 (U.S.) per apartment unit;

The purchase price represents a premium of approximately 16 per cent to the 30-day volume-weighted average price per unit on the Toronto Stock Exchange ended Jan. 18, 2017, of $13.93 (U.S.), based upon on an average U.S.-dollar/Canadian-dollar exchange rate over the period of $1.00 (U.S.) to $1.3282;

The transaction reflects an attractive value for Milestone's portfolio of properties and a premium to Milestone's international financial reporting standards book value per unit;

Milestone's board of trustees has unanimously approved the transaction and recommends that unitholders vote in favour of the transaction;

Holders of 99 per cent of the non-voting redeemable Class B LP units of the REIT's operating partnership, including Mr. Landin and other senior officers of the REIT, have agreed to support the transaction and tender their Class B units, which represent, on an as-redeemed basis, approximately 12 per cent of the outstanding units;

Milestone's senior officers and trustees representing approximately 14 per cent of the outstanding fully diluted units have entered into agreements supporting the transaction;

BMO Capital Markets and National Bank Financial have provided fairness opinions to the special committee of Milestone's board of trustees, that based upon and subject to the assumptions and limitations described in their respective opinions, the consideration to be received by holders of units pursuant to the transaction is fair, from a financial point of view, to such holders;

The acquisition of Milestone's portfolio of multifamily properties and operating platform of more than 1,200 employees is strategic to Starwood's growth initiatives in the multifamily sector and in the Sunbelt region specifically, where Starwood already owns over 67,000 apartment units.

Transaction details

 

The transaction implies an average portfolio capitalization rate of approximately 5.8 per cent, which directly compares with the third quarter 2016 reported IFRS weighted average capitalization rate of 6.3 per cent.

 

The cash consideration of $16.15 (U.S.) per unit represents a premium of approximately 16 per cent to the 30-day volume-weighted average price per unit ended Jan. 18, 2017, of $13.93 (U.S.), based on an average U.S.-dollar/Canadian-dollar exchange rate over the period of $1.00 (U.S.) to $1.3282. The aggregate transaction value is approximately $2.85-billion (U.S.). The cash consideration will be paid to unitholders in U.S. dollars at closing. The REIT expects to continue paying its monthly distributions in the normal course through to closing.

 

The transaction will involve Starwood acquiring all of the assets and liabilities of the REIT. The $16.15-(U.S.)-per-unit purchase price will then be paid to unitholders by way of a redemption of the REIT's outstanding units. Holders of Class B units, each of which is non-voting but redeemable for one unit, will also receive $16.15 (U.S.) per Class B unit at the closing of the transaction. Upon completion of the transaction and subsequent to the redemption of all units, the REIT will be terminated.

 

The consummation of the transaction will be subject to the approval of at least 66-2/3rds per cent of the votes cast by unitholders at a special meeting of unitholders. Under applicable securities laws, the transaction will also require approval of a simple majority of the votes cast by unitholders at the special meeting, other than by Mr. Landin and affiliated entities. The transaction is subject to other customary conditions. The transaction is not subject to a financing condition.

 

The acquisition agreement provides for, among other things, customary representations and warranties, board support, and non-solicitation covenants from Milestone, inclusive of appropriate fiduciary-out provisions that allow Milestone to accept a superior proposal in certain circumstances and a four-business-day right-to-matc period" in favour of Starwood. The acquisition agreement also provides for the payment of a termination fee of $53-million (U.S.) to Starwood and a reverse termination fee of $100-million (U.S.) to Milestone if the transaction is terminated in certain specified circumstances. The REIT's recourse for a breach of the acquisition agreement by Starwood (including a failure by Starwood to close) will be limited to collection of the reverse termination fee.

 

Each of the trustees and senior officers of the REIT (including Mr. Landin and Mr. Goldberg and their affiliated entities) has entered into a voting and support agreement pursuant to which, among other things, he or she has agreed to support and vote his or her units in favour of the transaction, representing less than 1 per cent of the outstanding units, and approximately 12 per cent of the outstanding units and Class B units. Mr. Landin and Mr. Goldberg will not have continuing roles with the REIT's business or Starwood after the transaction is completed.

 

The Acquisition agreement will be available on SEDAR within 10 days following the date of this press release. Copies of the REIT's management information circular and certain related documents will be sent to unitholders and filed with Canadian securities regulators, and will also be available on SEDAR.

 

Milestone board of trustees recommendation and fairness opinions

 

The REIT's board of trustees, after consultation with its financial and legal advisers, and on the unanimous recommendation of a special committee of Milestone's board of Trustees composed solely of independent trustees, has unanimously resolved to approve the transaction and unanimously recommends that unitholders vote in favour of the transaction.

 

BMO Capital Markets and National Bank Financial have provided fairness opinions to the special committee of Milestone's board of trustees, that based upon and subject to the assumptions and limitations described in their respective opinions, the consideration to be received by holders of units pursuant to the transaction is fair, from a financial point of view, to such holders.

 

Advisers

 

Goodmans LLP and Vinson & Elkins LLP are acting as legal counsel to Milestone.

 

Stikeman Elliott LLP and Kirkland & Ellis LLP are acting as legal counsel to Starwood.

 

BMO Capital Markets is acting as financial adviser to Milestone and has provided a fairness opinion to the special committee of Milestone's board of trustees.

 

National Bank Financial has provided the special committee of Milestone's board of trustees with an independent fairness opinion in respect of the transaction.

 

About Milestone

 

The REIT's portfolio consists of 78 multifamily garden-style residential properties, comprising 24,061 apartment units that are located in 16 major metropolitan markets throughout the Southeast and Southwest United States.

 

 

We seek Safe Harbor.