Staubach, JLL Merger Closes

Jones Lang LaSalle Inc. and The Staubach Co. have reached a definitive merger agreement, the companies announced today. The transaction is expected to close in the third quarter.Per the agreement, Jones Lang will pay $613 million, with $123 million in cash and $100 million in stock paid at the transaction close and the balance paid out in cash over five years, for all of the outstanding capital stock of Staubach Holdings Inc. Additionally, the agreement calls for potential earn out payments of up to $114 million that are subject to the achievement of certain performance metrics measured over a period of up to approximately four and one-half years after the closing. The combined firm will operate under the Jones Lang LaSalle brand. The transaction does not include Staubach Retail Services or Cypress, Staubach’s investment development business, both of which will continue to operate under license agreements.”Merging our businesses reinforces two of our global growth priorities, building our position in key U.S. local markets and strengthening our corporate services business by introducing Staubach clients to our global corporate solutions capabilities,” Colin Dyer, CEO of Jones Lang said in a release.Roger Staubach, who founded Staubach 31 years ago, will now join the Jones Lang LaSalleb board of directors and will serve in the role of executive chairman. Greg O’Brien, currently Staubach’s CEO, will be the CEO of brokerage for the new entity. John Gates, currently Staubach’s president & COO, will serve as president of brokerage. The firm will have 33,700 employees around the world and 11,500 in the Americas with the addition of more than 1,000 Staubach employees. The transaction also will add 14 new corporate offices to Jones Lang LaSalle’s 54 in the Americas, bringing the total corporate offices in the Americas to 68 and globally to 184.Jones Lang’s financial advisor was Morgan Stanley & Co. The firm’s legal advisors were Skadden, Arps, Slate, Meagher & Flom L.L.P., as lead counsel, and DLA Piper. The Staubach Co.’s financial advisor was JP Morgan, with Gardere Wynne Sewell L.L.P. serving as legal advisor.