Gramercy Property Trust (NYSE: GPT) today announced that
it has entered into a definitive agreement with affiliates of
Blackstone Real Estate Partners VIII, under which Blackstone will
acquire all outstanding common shares of Gramercy for $27.50 per
share in an all-cash transaction valued at $7.6 billion.
The transaction has been unanimously approved by Gramercy’s
Board of Trustees and represents a premium of 23% over the 30-day
volume-weighted average share price ending May 4, 2018 and a
premium of 15% over the closing stock price on May 4, 2018.
Commenting on the acquisition, Gordon DuGan, Trustee and Chief
Executive Officer of Gramercy said, “I speak for Ben Harris, Nick
Pell and the entire team at Gramercy to say that we are very
pleased to enter into this transaction. We believe this validates
the quality of the portfolio and platform that we have built.
Entering into this transaction with Blackstone fulfills our Board
of Trustees’ mission to maximize shareholder value.”
“We are pleased to acquire Gramercy and its strong portfolio of
assets,” said Tyler Henritze, head of US real estate acquisitions
for Blackstone.
Completion of the transaction, which is currently expected to
occur in the second half of 2018, is contingent upon customary
closing conditions, including the approval of Gramercy's
shareholders, who will vote on the transaction at a special meeting
on a date to be announced. The transaction is not contingent on
receipt of financing by Blackstone.
Gramercy shareholders will be entitled to receive the previously
announced second quarter dividend of $0.375 per share payable on
July 16, 2018, and if the transaction is completed after October
15, 2018 Gramercy shareholders will receive a per diem amount of
approximately $0.004 per share for each day from October 15, 2018
until (but not including) the closing date.
Morgan Stanley & Co. LLC is acting as exclusive financial
advisor to Gramercy. Eastdil Secured LLC is acting as real estate
consultant to Gramercy. Wachtell, Lipton, Rosen & Katz is
acting as Gramercy’s legal advisor. Citigroup Global Markets Inc.
and BofA Merrill Lynch are acting as Blackstone’s financial
advisors in connection with the transaction. Simpson Thacher &
Bartlett LLP is acting as legal advisor to Blackstone.
Gramercy will release financial results for its second quarter
ended June 30, 2018 in late July, but, as a result of today’s
announcement, the company will not host a conference call and
webcast to discuss financial results and operations for the second
quarter.
About Gramercy Property Trust
Gramercy Property Trust is a leading global investor and asset
manager of commercial real estate. The Company specializes in
acquiring and managing high quality, income producing industrial
commercial real estate leased to high quality tenants in major
markets in the United States and Europe.
About Blackstone
Blackstone is a global leader in real estate investing.
Blackstone’s real estate business was founded in 1991 and has
approximately $120 billion in investor capital under management.
Blackstone’s real estate portfolio includes hotel, office, retail,
industrial and residential properties in the US, Europe, Asia and
Latin America. Major holdings include Hilton Worldwide, Invitation
Homes (single family homes), Logicor (pan-European logistics) and
prime office buildings in the world’s major cities. Blackstone real
estate also operates one of the leading real estate finance
platforms, including management of the publicly traded Blackstone
Mortgage Trust.
Additional Information and Where to Find It
This communication relates to the proposed merger transaction
involving Gramercy Property Trust (“Gramercy”). In connection with
the proposed merger, Gramercy will file relevant materials with the
U.S. Securities and Exchange Commission (the “SEC”), including a
proxy statement on Schedule 14A (the “Proxy Statement”). This
communication is not a substitute for the Proxy Statement or for
any other document that Gramercy may file with the SEC and send to
Gramercy’s shareholders in connection with the proposed
transactions. INVESTORS AND SECURITY HOLDERS OF GRAMERCY ARE URGED
TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders will be able to obtain free copies of the Proxy Statement
and other documents filed by Gramercy with the SEC through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed by Gramercy with the SEC will be available free of
charge on Gramercy’s website at www.gptreit.com, or by contacting
Gramercy’s Investor Relations Department at (888) 686-0112.
Gramercy and its trustees and certain of its executive officers
may be considered participants in the solicitation of proxies with
respect to the proposed transactions under the rules of the SEC.
Information about the trustees and executive officers of Gramercy
is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2017, which was filed with the SEC on March 1, 2018,
its proxy statement for its 2018 annual meeting of shareholders,
which was filed with the SEC on April 30, 2018 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.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
merger transaction involving Gramercy, including any statements
regarding the expected timetable for completing the transaction,
benefits of the transaction, future opportunities for Gramercy, and
any other statements regarding Gramercy’s future expectations,
beliefs, plans, objectives, financial conditions, assumptions or
future events or performance that are not historical facts are
“forward-looking” statements made 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 statements are
often, but not always, made through the use of words or phrases
such as “believe,” “expect,” “anticipate,” “should,” “planned,”
“will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,”
“opportunity,” “tentative,” “positioning,” “designed,” “create,”
“predict,” “project,” “seek,” “would,” “could”, “potential,”
“continue,” “ongoing,” “upside,” “increases,” and “potential,” and
similar expressions. All such forward-looking statements involve
estimates and assumptions that are subject to risks, uncertainties
and other factors that could cause actual results to differ
materially from the results expressed in the statements. Although
we believe the expectations reflected in any forward-looking
statements are based on reasonable assumptions, we can give no
assurance that our expectations will be attained and therefore,
actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements. Some of
the factors that may affect outcomes and results include, but are
not limited to: (i) risks associated with Gramercy’s ability to
obtain the shareholder approval required to consummate the merger
and the timing of the closing of the merger, including the risks
that a condition to closing would not be satisfied within the
expected timeframe or at all or that the closing of the merger will
not occur, (ii) the outcome of any legal proceedings that may be
instituted against the parties and others related to the merger
agreement, (iii) unanticipated difficulties or expenditures
relating to the transaction, the response of business partners and
competitors to the announcement of the transaction, and/or
potential difficulties in employee retention as a result of the
announcement and pendency of the transaction, (iv) changes
affecting the real estate industry and changes in financial
markets, interest rates and foreign currency exchange rates, (v)
increased or unanticipated competition for Gramercy’s properties,
(vi) risks associated with acquisitions, (vii) maintenance of real
estate investment trust (“REIT”) status, (viii) availability of
financing and capital, (ix) changes in demand for developed
properties, (x) national, international, regional and local
economic climates, and (xi) those additional risks and factors
discussed in reports filed with the SEC by Gramercy from time to
time, including those discussed under the heading “Risk Factors” in
its most recently filed reports on Form 10-K and 10-Q. Gramercy
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Investors should not place undue reliance upon
forward-looking statements.
To review the Company’s latest news releases and other corporate
documents, please visit the Company's website at www.gptreit.com or
contact Investor Relations at 888-686-0112.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180507005493/en/
Gramercy Property TrustAshley M. Mancuso,
212-297-1000Investor RelationsorBlackstonePublic AffairsNew
York212- 583-5263
Gramercy Property Trust (NYSE:GPT)
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