American Landmark Apartments and Electra America, Inc. offered to acquire Pure Multi-Family REIT LP (TSX:RUF.UN) for approximately CAD 800 million.
June 26, 2019
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American Landmark Apartments and Electra America, Inc. offered to acquire Pure Multi-Family REIT LP (TSX:RUF.UN) for approximately CAD 800 million on June 18, 2019. Under the terms of the transaction, American Landmark Apartments and Electra America, Inc. will acquire all class A units of Pure Multi-Family REIT LP at CAD 10.03 per unit in cash. American Landmark Apartments and Electra America, Inc. have offered to deposit in escrow $40 million (CAD 52.5 million) in cash to secure reverse break fee obligations. A special committee of independent Directors of the Board of Pure Multi-Family’s general partner, together with Scotiabank, its financial advisor, and Farris LLP, its independent legal advisor, is evaluating the unsolicited conditional proposal received from American Landmark Apartments and Electra America. The offer is not conditioned on due diligence and financing. The execution of any definitive agreement is subject to Pure Multi-Family Board approval. In the event a definitive agreement is executed, the closing of the transaction will be subject to a number of conditions, including applicable regulatory approvals and the approval of Pure Multi-Family unitholders. As of July 8, 2019, American Landmark Apartments and Electra America, Inc. delivered a letter to Robert W. King, Pure Multi-Family REIT LP’s Chairman of the Board of Directors, seeking confirmation on the date on which an ‘exclusivity period’ with the so-called ‘arm’s length third party’ terminates by its terms; and if the ‘arm’s length third party’ is unwilling to allow Pure Multi-Family REIT LP to immediately begin negotiations with American Landmark Apartments and Electra America, Pure will terminate further discussions with such party until expiration of the exclusivity period; and Pure will not enter into any binding agreement with the ‘arm’s length third party’, including any extension of the ‘exclusivity period’. As of July 11, 2019, Pure Multi-Family REIT still having failed to substantively respond to a proposal by American Landmark/Electra America. To complete this agreement, American and Electra need only receive from Pure its proposed disclosure schedule and the limited due diligence items. Raymond James and Goldman Sachs acted as financial advisors for American Landmark Apartments and Electra America, Inc. Scotiabank acted as the financial advisor, while Farris LLP acted as the legal advisor to Pure Multi-Family.
Pure Multi-Family REIT LP (Pure Multi) is a Canada-based company, which invests in multi-family real estate properties in the United States. The Company offers investors exposure to the United States multifamily real estate assets. It offers investors the ability to participate in monthly distributions, with potential for capital appreciation, stemming from ownership of quality apartment assets located in core cities within the Southwestern and Southeastern portions of the United States, including states, such as Texas, Arizona, Georgia and Nevada (collectively, the Sunbelt). It operates in the segment of owning and operating of multifamily apartment properties in the Sunbelt area in the United States. Pure Multi's portfolio consists of approximately 10 investment properties, with an aggregate of approximately 4,440 residential units, located in over four metropolitan areas: Dallas-Fort Worth (DFW), Texas; Houston, Texas; San Antonio, Texas, and Phoenix, Arizona.