Columbia Shareholders to Receive $19.30 Per Share in Cash
Columbia’s Board of Directors Oversaw an Extensive Strategic
Alternatives Process to Maximize Shareholder Value
Columbia Property Trust, Inc. (NYSE: CXP) today announced that
it has entered into a definitive agreement to be acquired by funds
managed by Pacific Investment Management Company LLC (collectively,
“PIMCO”), one of the world’s premier global investment management
firms, for $3.9 billion including Columbia’s proportionate share of
consolidated and unconsolidated debt. Under the terms of the
agreement, which has been unanimously approved by Columbia’s Board
of Directors, PIMCO will acquire all of the outstanding shares of
Columbia common stock for $19.30 per share in cash. This represents
a premium of approximately 27% over Columbia’s unaffected closing
share price on Friday, March 12, 2021. During this time period the
high barrier office sector has traded down 5%.1
This transaction with PIMCO is the culmination of a
comprehensive strategic review process undertaken by Columbia’s
Board of Directors which was publicly announced in the spring of
this year. As part of this process, Columbia’s Board and advisors
invited nearly 90 potential counterparties to participate,
including strategic acquirers, private equity firms and other
investment management firms.
Constance Moore, Chair of the Columbia Board of Directors, said,
“The Board of Directors is pleased to have reached this definitive
agreement with PIMCO. This transaction provides Columbia
shareholders with immediate and certain cash value at a significant
premium to the Company’s public market valuation, and we are
confident it represents the best outcome for all Columbia
shareholders.”
Nelson Mills, President and Chief Executive Officer of Columbia,
said, “Today’s announcement represents the result of a
comprehensive strategic review process and demonstrates the value
and stability of Columbia’s portfolio, the resiliency of our
platform, and the capabilities of our team.”
“We continue to believe that high-quality office buildings in
major U.S. cities offer long-term value for our clients and
Columbia has assembled a modernized, well-located portfolio of
assets that we expect will perform well in the years ahead,” said
John Murray, PIMCO Global Head of Private Commercial Real
Estate.
Francois Trausch, PIMCO Managing Director and Chief Executive
Officer of Allianz Real Estate, added, “This is an exciting
transaction and a great example of the strength of relationships
within PIMCO’s global real estate platform.”
The transaction is expected to close as early as year-end,
subject to approval by Columbia’s shareholders and the satisfaction
of other customary closing conditions. Upon completion of the
transaction, Columbia’s common stock will no longer be listed on
the New York Stock Exchange.
Columbia shareholders will be entitled to receive the previously
announced third quarter dividend of $0.21 per share payable on
September 15, 2021. Thereafter, Columbia will not pay additional
quarterly dividends during the pendency of the transaction.
Due to the pending acquisition, Columbia will not be holding a
conference call for its third quarter 2021 business results after
it releases earnings information.
Morgan Stanley & Co. LLC is serving as lead financial
advisor to Columbia and Wachtell, Lipton, Rosen & Katz is
serving as legal advisor. Eastdil Secured LLC and J.P. Morgan are
also acting as financial advisors to Columbia.
Goldman Sachs & Co. LLC is serving as lead financial advisor
to PIMCO and Latham & Watkins LLP and Milbank LLP are serving
as legal advisors. Deutsche Bank Securities Inc. is also acting as
a financial advisor to PIMCO. Cushman & Wakefield is acting as
a real estate consultant to PIMCO.
About Columbia
Columbia (NYSE: CXP) creates value through owning, operating,
and developing storied properties for legendary companies in New
York, San Francisco, Washington D.C., and Boston. The Columbia team
is deeply experienced in transactions, asset management and
repositioning, leasing, development, and property management. It
employs these competencies to grow value across its high-quality,
well-leased office portfolio of 15 properties that contain more
than six million rentable square feet, as well as four properties
under development, and also has more than eight million square feet
under management for private investors and third parties. Columbia
has investment-grade ratings from both Moody’s and S&P Global
Ratings. For more information, please visit www.columbia.reit.
About PIMCO
PIMCO is one of the world’s premier fixed income investment
managers. With its launch in 1971 in Newport Beach, California,
PIMCO introduced investors to a total return approach to fixed
income investing. In the 50 years since, it has continued to bring
innovation and expertise to its partnership with clients seeking
the best investment solutions. Since launching its first
opportunistic credit vehicles over 15 years ago, PIMCO has
significantly expanded in alternative credit and private markets.
The firm invests globally across commercial and residential real
estate equity and credit, performing and distressed corporate
credit, and specialty finance markets – actively managing
investments across the capital structure. In 2020, PIMCO and
Allianz Real Estate combined their commercial real estate
platforms, making it one of the largest in the world. On a combined
basis, PIMCO manages over $180 billion in commercial real estate
assets globally. Today PIMCO has offices across the globe and
professionals united by a single purpose: creating opportunities
for investors in every environment. PIMCO is owned by Allianz S.E.,
a leading global diversified financial services provider.
Forward-Looking Statements
Certain statements in this communication may constitute
forward-looking statements of Columbia within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on management’s current
expectations and involve a number of risks and uncertainties. Some
of the factors that may affect outcomes and results include, but
are not limited to: (i) risks associated with Columbia’s ability to
obtain the stockholder approval required to consummate the proposed
transaction and the timing of the closing of the proposed
transaction, including the risks that the conditions to closing
will not be satisfied within the expected timeframe or at all, or
that the closing of the proposed transaction will not occur, (ii)
the outcome of any legal proceedings that may be instituted against
the parties and others related to the proposed transaction, (iii)
unanticipated difficulties or expenditures relating to the proposed
transaction, the response of business partners and competitors to
the announcement of the proposed transaction, and/or potential
difficulties in employee retention as a result of the announcement
and pendency of the proposed transaction, (iv) changes affecting
the real estate industry and changes in financial markets, interest
rates and foreign currency exchange rates, (v) maintenance of real
estate investment trust (“REIT”) status, (vi) availability of
financing and capital, to Columbia and/or in connection with the
proposed transaction, (vii) changes in demand for developed
properties, (viii) changes in national, international, regional and
local economic climates, and (ix) those additional risks and
uncertainties set forth in Columbia ’s filings with the U.S.
Securities and Exchange Commission (“SEC”), including its most
recent annual report on Form 10-K. Columbia cautions readers not to
place undue reliance on these forward-looking statements, which are
based on current expectations and speak as of the date of such
statements. Columbia makes no representations or warranties
(express or implied) about the accuracy of, nor do they intend to
publicly update or revise any such forward-looking statements
contained herein, whether as a result of new information, future
events or otherwise, except for such updates as may be required by
law.
Important Additional Information and Where to Find It
This communication relates to the proposed transaction involving
Columbia. In connection with the proposed transaction, Columbia
will file relevant materials with the SEC, including a proxy
statement (the “Proxy Statement”). This communication is not a
substitute for the Proxy Statement or for any other document that
Columbia may file with the SEC and send to Columbia’s stockholders
in connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF COLUMBIA ARE STRONGLY ENCOURAGED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain the Proxy Statement,
any amendments or supplements to the Proxy Statement and other
documents filed by Columbia with the SEC for no charge at the SEC’s
website at www.sec.gov. Copies will also be available at no charge
in the Investors section of Columbia’s corporate website at
www.columbia.reit.
Participants in the Solicitation
Columbia, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies
with respect to the proposed transaction. Information regarding the
names of Columbia’s directors and executive officers and certain
other individuals and their respective interests in Columbia by
security holdings or otherwise is set forth in the Annual Report on
Form 10-K of Columbia for the fiscal year ended December 31, 2020,
which was filed with the SEC on February 18, 2021, its proxy
statement for its 2021 annual meeting of stockholders, which was
filed with the SEC on April 8, 2021 and other filings filed with
the SEC. Additional information regarding the participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will also be included
in the Proxy Statement and other relevant materials to be filed
with the SEC when they become available.
1 From March 12, 2021 to September 3, 2021 on an equity market
capitalization weighted basis.
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version on businesswire.com: https://www.businesswire.com/news/home/20210907005424/en/
Columbia Contacts
Investor Relations: Jim Fleming Executive Vice President and
Chief Financial Officer +1.404.465.2126
jim.fleming@columbia.reit
Media: Matthew Sherman / Andrew Siegel / Viveca Tress Joele
Frank, Wilkinson Brimmer Katcher +1.212.355.4449
PIMCO Contacts
Michael Reid Global Head of Corporate Communications – New York
+1.212.597.1301 michael.reid@pimco.com
Agnes Crane U.S. Corporate Communications – New York
+1.212.597.1054 agnes.crane@pimco.com
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