Tishman/Lehman Buying Archstone-Smith for $22.2 Billion

A partnership sponsored by Tishman Speyer and Lehman Brothers agreed to acquire Archstone-Smith, one of the largest publicly traded owners of multifamily property in the U.S. controlling more than 86,000 apartment units nationwide, in a transaction valued at approximately $22.2 billion, including the assumption and refinancing of Archstone-Smith's outstanding debt and excluding certain transaction costs. The deal represents the largest public to private merger and acquisition transaction in the multifamily REIT sector and just shy of the $23 billion buy-out of Equity Office Properties Trust by Blackstone Group earlier this year. But it is not expected to be the last, as other private equity investors are reported to be actively targeting other apartment REITs for acquisition. The Tishman/Lehman partnership agreed to pay $60.75 cash for each share of Archstone-Smith stock, representing a 22.7% premium over the share price on May 24, 2007 when news first broke that a potential acquisition was in play. "We have always been committed to maximizing value for our shareholders, and we believe this merger accomplishes that objective, offering a significant premium over the unaffected share price," said R. Scot Sellers, Archstone-Smith's chairman and CEO in a statement announcing the agreement. "We are looking forward to continuing to provide great apartments and great service to our customers as part of the Tishman Speyer family, and continuing to grow our business for many years to come." Sellars is staying on following the sale after the Tishman/Lehman partnership hired him under new terms of employment to continue as Archstone-Smith's senior executive following completion of the merger. "Archstone is an exceptional company that has built one of the finest collections of multifamily assets in the industry," commented Rob Speyer, senior managing director of Tishman Speyer. "We are excited to work with such an extraordinary management team led by Scot Sellers and welcome the opportunity to help grow this company." Archstone-Smith amassed a sizable portfolio through its two brands, Archstone and Charles E. Smith, concentrated in the following metro areas: Washington, D.C., Northern and Southern California, New York City, Seattle and Boston. As of March 31, 2007, the company owned or had an ownership position in 344 apartment communities, representing 86,014 units, including those under construction. The portfolio is the second-largest public apartment company based on real estate value and market capitalization after Sam Zell's Equity Residential Property Trust (NYSE:EQR), and its portfolio is considered to be among the highest quality in the industry. More recently, Archstone-Smith aggressively ramped up its construction pipeline. It currently has $1.8 billion of new multifamily projects under construction and plans for another $2.6 billion of development. The firm has also expanded beyond the U.S. through Archstone B.V., a wholly owned Netherlands-based subsidiary of Archstone-Smith. Last year the firm acquired DeWAG Deutsche WohnAnlage GmbH, a multifamily property owner and operator in Germany. Tishman Speyer also owns and operates real estate on a global scale. Since 1978, Tishman has acquired, developed and operated more than 230 properties totaling over 100 million square feet and over 14,000 residential units. It currently manages a property portfolio in excess of $40 billion in total value across the United States, Europe, Latin America and Asia, including signature properties such as New York's Rockefeller Center and the Chrysler Center, Berlin's Sony Center and Torre Norte in Sao Paolo, Brazil. Tishman made headlines last October when it joined with private equity investor BlackRock Inc. to acquire a pair of apartment complexes on New York City's east side from MetLife for $5.4 billion. Archstone-Smith's board of trustees unanimously approved the merger agreement and recommended approval of the transaction by common shareholders. The sale is expected to close in the third quarter of 2007. The company will pay its regular quarterly dividend on May 31, 2007 to common shareholders of record as of May 16, 2007, but will not pay any additional dividends on its common shares thereafter. In connection with the merger, Archstone-Smith said its Series I preferred shares will either be redeemed at the liquidation preference of $100,000 per share plus accrued but unpaid dividends through the closing date of the merger, or be converted into preferred shares of the surviving entity in the merger, which will be decided by Tishman/Lehman. The transaction is being financed by equity provided by Tishman Speyer with the balance of the debt and equity capital provided and arranged by Lehman Brothers Inc. and Bank of America. Given a transaction this size, numerous Wall Street advisors and law firms were involved. Morgan Stanley acted as exclusive financial advisor and Hogan & Hartson acted as legal advisor to Archstone-Smith. Lehman Brothers and Bank of America acted as financial advisors to the partnership. Wachtell, Lipton, Rosen & Katz, DLA Piper, and Schulte Roth and Zabel provided legal counsel to Tishman Speyer. Weil Gotshal & Manges and Cadwalader, Wickersham & Taft provided legal advice to Lehman Brothers, while Kirkland & Ellis provided legal advice to Bank of America. In addition, Cadwalader, Wickersham & Taft also represented Lehman Brothers and Bank of America as joint lead arrangers of the financing for the acquisition.