Bentall Kennedy, GreenOak Real Estate Announce $940M Merger

Bentall Kennedy and GreenOak Real Estate have agreed to a merger in which the combined entity will be called Bentall GreenOak and is valued at $940 million.

Bentall GreenOak will be majority-owned by Sun Life Financial and will operate under Sun Life Investment Management, the alternative asset management arm of Sun Life. Sun Life Financial will contribute its interest in Bentall Kennedy and pay GreenOak shareholders $146 million in cash in exchange for a 56% interest in the combined Bentall GreenOak entity, with GreenOak shareholders holding the remaining interest. Sun Life further intends to support Bentall GreenOak’s growth and will make “strategic co-investments in future Bentall GreenOak funds and other initiatives in partnership with Bentall GreenOak’s clients and partners,” said Steve Peacher, President, Sun Life Investment Management.

GreenOak Co-Founders, John Carrafiell and Sonny Kalsi, existing GreenOak senior management and GreenOak’s strategic partner Tetragon Financial Group Limited will all continue to hold significant ownership stakes in Bentall GreenOak. Bentall Kennedy’s senior management team will also acquire a meaningful ownership position in the combined firm.

Senior management of the combined firm will include leaders from both Bentall Kennedy and GreenOak, and will be led globally by Gary Whitelaw, as CEO, and Sonny Kalsi, as President. John Carrafiell will be Senior Managing Partner of the Bentall GreenOak UK/European business.

The company will have investment professionals in 14 offices in North America, and 7 offices internationally. Its real estate investment strategies will include Core, Core Plus and Value Add/Opportunistic equity, as well as senior and tactical real estate debt strategies. Whitelaw says that there is no overlap in investment strategies or offices between the two firms. “As members of the combined leadership team have worked together before, and given our extensive discussions over many months, we believe we share very similar investment practices, underwriting discipline, and client-centric cultures,” he said.

As of September 30, 2018, Bentall Kennedy and GreenOak have, in the aggregate, over 700 institutional clients with approximately $47 billion in assets under management. Sun Life will have contractual rights to increase its ownership interest in Bentall GreenOak in 2026, though it is expected that a meaningful interest will continue to be held by the Bentall GreenOak management team on an ongoing basis. Sun Life Financial will also be acquiring the right to a portion of the GreenOak shareholders’ share of Bentall GreenOak net income in exchange for a fixed amount to be paid in quarterly installments. This will result in Sun Life Financial having the rights to approximately 90% of Bentall GreenOak earnings prior to exercising its option to increase its ownership level.

Tetragon will receive approximately $42.5 million upon the closing of the merger. TFG Asset Management will continue to own nearly 13% of the combined entity and will receive a series of fixed quarterly payments as well as a portion of Bentall GreenOak’s earnings over the next seven years. Alongside other GreenOak owners and team members, TFG Asset Management will retain its current ownership of carried interest in existing GreenOak funds and will participate in carried interest in new Bentall GreenOak funds.

Bentall Kennedy and Sun Life Investment Management received financial advice on the transaction from Berkshire Global Advisors and legal advice from Weil, Gotshal & Manges LLP. Evercore provided financial advice to GreenOak and Fried, Frank, Harris, Shriver & Jacobson LLP and Covington & Burling LLP provided legal advice to GreenOak and its owners.