Gables Completes Previously Announced Merger
30 September 2005 - 11:28PM
Business Wire
Gables Residential Trust (NYSE: GBP) ("Gables" or the "Company")
today announced the completion of its previously announced merger
with Lion Gables Apartment Fund LP, an investment fund managed by
ING Clarion Partners and Lehman Brothers. As a result of the
merger, holders of Gables' common shares are entitled to receive
$43.50 in cash per share, plus an additional amount equal to the
dividend for the month of September, or $0.200833 per share. Gables
also today announced the completion of the merger of Gables Realty
Limited Partnership (the "Partnership") with a subsidiary of Lion
Gables Apartment Fund LP. In the merger, holders of the
Partnership's common units of limited partnership are entitled to
receive $43.50 in cash per unit (or, if they so elected, a class A
limited partnership interest in the entity surviving the merger),
plus an additional amount equal to the distribution on the
Partnership's common units for the month of September, or $0.200833
per unit. The total transaction value of the mergers of Gables and
the Partnership is approximately $3 billion, which includes
indebtedness assumed or repaid and transaction costs. The paying
agent will mail to Gables common shareholders of record a letter of
transmittal and instructions for receiving payment of the merger
consideration no later than Friday, October 7, 2005. Holders of
Gables' common shares should expect to receive the merger
consideration soon after submitting a properly completed letter of
transmittal to the paying agent. The paying agent for the merger
transactions is Computershare. All questions relating to receipt of
the merger consideration in the Gables or the Partnership mergers
should be directed to Computershare at 1-800-730-6001. Gables
common shareholders whose shares are held by a broker, bank or
other nominee should contact such broker, bank or other nominee
with any questions regarding receipt of the merger consideration.
In the Gables merger, Gables' 7.875% Series C-1 preferred shares,
7.50% Series D preferred shares and 5.00% Series Z preferred shares
were automatically converted into a corresponding series of
preferred shares of the surviving company. Following completion of
the mergers, the surviving company terminated its existence by
voluntary dissolution. As a result, holders of the surviving
company preferred shares are entitled to receive the $25.00 per
share liquidation preference of their surviving company preferred
shares, plus accrued but unpaid distributions, on October 31, 2005,
the liquidation payment date. Computershare will also serve as the
liquidation paying agent, and is mailing a letter of transmittal
and instructions for preferred shareholders to receive the
liquidation preference of their preferred shares on the liquidation
payment date. The Partnership has called for redemption its five
series of outstanding senior notes having an aggregate principal
amount of $520 million. The redemption price will be paid to
holders of the senior notes on October 31, 2005. Wachovia
Securities acted as financial advisor to Gables and Goodwin Procter
LLP provided legal advice in connection with the mergers. Lehman
Brothers Inc. acted as financial advisor to ING Clarion. King &
Spalding LLP provided legal counsel to Clarion and Hogan &
Hartson LLP, Weil Gotshal & Manges LLP, and Cadwalader,
Wickersham & Taft provided legal counsel to Lehman Brothers.
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