Essex Agrees to Buy BRE for $4.3B

A week after announcing it was exclusively courting BRE Properties, rival multi-family REIT Essex Property Trust said it had agreed to make the marriage official, with BRE Properties being merged with Essex in a cash and stock deal worth $4.3 billion.
Constance Moore

Constance Moore, of BRE

A week after announcing they were exclusively courting BRE Properties Inc., rival multi-family REIT Essex Property Trust, Inc. said it had agreed to make the marriage official, with BRE Properties being merged with Essex in a cash and stock deal worth $4.3 billion. By acquiring its Bay Area competitor, Essex becomes the dominant West Coast player in the apartment arena with a company valued at approximately $15.4 billion.

“The combination of Essex and BRE creates a stronger platform for sustainable growth and value creation going forward. The combined company will be the largest and only publicly traded pure play apartment REIT on the West Coast which we believe will provide a greater competitive advantage in our markets,” Michael Schall, Essex’s president & CEO, said yesterday in a joint news release. “In addition, by combining the strengths of the two platforms, which have a significant geographic overlap, we expect to realize operating efficiencies and further enhance our growth profile.”

Schall will serve as president & CEO of the combined company, which will retain the Essex name and continue trading on the NYSE as ESS. It is unclear what role, if any, BRE CEO Constance Moore will play in the new REIT. Other than the CEO role, leadership decisions at the combined company have not been made yet, a BRE spokesperson told Commercial Property Executive. Three directors from the BRE Board of Directors will be added to the Essex board, bringing the total to 13 members, but it is not yet known if Moore will hold one of those seats.

The boards of both Essex and BRE have unanimously approved the merger. It must now be approved by their shareholders.  Closing is expected by the first quarter of 2014.

The terms of the agreement call for BRE shareholders to receive 0.2971 shares of Essex common stock and $12.33 in cash for each BRE share they own. Based on the closing stock price for Essex on Dec. 18, the transaction is valued at $56.21 per BRE share.

Essex has obtained committed financing of $1 billion, which can be used to fund the cash portion of the purchase price. The company is exploring other options to pay for the transaction, including asset sales, joint ventures or new financing.

Based in Palo Alto, Calif., Essex announced Dec. 9 that it had made a non-binding proposal to acquire BRE, which has its headquarters in San Francisco, in a “negotiated strategic business combination.” Both companies are publicly traded REITs that operate mainly in California and Seattle. Essex has more than 34,000 units in more than 160 communities and 2012 revenues of $543.4 million. BRE’s portfolio currently has more than 21,000 units in approximately 75 communities. Last year, BRE’s revenue was $411 million.

Moore yesterday said the BRE’s board and management team had been evaluating alternatives for over a year to maximize shareholder value.

“This transaction will create a must-own sharpshooter REIT focused on West Coast apartments, and we believe this is a great outcome for our company,” Moore said in the release. “After careful consideration, we determined that combining with Essex is the best way to accelerate our strategic plans and create an organization with greater reach, capabilities and financial resources.”

Earlier this year, BRE declined to consider an offer from an investors group led by Greenwich, Conn.-based hedge fund, Land and Buildings saying it wasn’t a “legitimate proposal.” Jonathan Litt, founder & CEO of Land and Buildings, an investment firm specializing in publicly traded real estate and real estate securities, said his consortium offered $60 per share. Litt said at the time shareholders had been frustrated by BRE’s underperforming stock. On Dec. 5, following a Bloomberg report that Essex had made an offer to BRE, Litt issued a press release urging BRE to make the sale.

This morning, Litt applauded BRE for entering into the definitive agreement with Essex.

“We believe that BRE’s valuable assets in Essex’s hands create an opportunity for Essex to unlock significant value,” Litt said in a prepared statement.

UBS Investment Bank acted as lead financial advisor to Essex and provided 50 percent of the bridge financing. Citigroup acted as financial advisor and as administrative agent of the bridge facility. Goodwin Proctor L.L.P. was legal advisor to Essex. BRE’s legal advisor was Latham & Watkins L.L.P. and its financial advisor was Wells Fargo Securities.