HOUSTON-This morning, Camden Property Trust will air more details about the proposed $1.9-billion plan to take over Summit Properties Inc. as a wholly owned subsidiary in January 2005. If the deal closes as proposed, Camden will achieve a long-sought goal to reduce NOI to single-digit levels across all of its markets.

A press release, issued late yesterday afternoon, says the merger, if approved, will be dovetailed by the structuring of a joint venture, seeded with $450 million to $500 million of assets, some of which could be sold and gain applied to merger costs. It’s unclear if the disposition list is solely assets being picked up from the Charlotte, NC-headquartered Summit or a combination of the two companies’ holdings. It is clear that Camden will hold minority interest in the JV and continue to manage the portfolio.

A spokesman for Houston-based Camden contact tells GlobeSt.com that NOI will be less than 10% across the board, a longtime goal due to analysts’ concerns about over-exposure in Dallas, Houston and Las Vegas. The Summit purchase will add 14,000 apartment units, 50% of which are concentrated in Washington, DC and Southeast Florida, and another 3,700 under-construction units, with 60% rising in Washington, DC. Summit’s other developments are located in Atlanta, Philadelphia, Raleigh, NC and of course, its homeport, where the only overlap exists between the two REITs.

“This strategic merger takes both Camden and Summit to the next level in size and potential,” Richard J. Campo, Camden’s CEO and chairman, says in a press release. The contact says Camden expects to shave three to five years from its growth plan with the merger and become the nation’s fifth largest multifamily public company with a $5.7-billion total market capitalization and $2.9-billion equity market cap.

Approved by the REITs’ boards, the definitive agreement calls for Summit stockholders to choose between $31.20 per share in cash or 0.6687 of a Camden common share at the closing. At the end of the day, Camden will pay about $434.4 million in cash, issue 14 million of new Camden shares and assume all Summit debt, according to yesterday’s press release. Shareholders have yet to cast ballots.

Summit CEO Steve LeBlanc says the sellers “will receive a premium over the current share price as well as a 26% increase in annual dividends for those electing Camden shares in the merger.” According to published accounts, Summit’s market cap is pushing $876 million.

“It is hard to imagine a company that is a better fit than Summit,” says D. Keith Oden, Camden president and COO. The five core markets, Philadelphia excluded, are projected to be in the top 26 employment growth areas for the next five years.

Seven years ago, Camden spent $834 million for the Las Vegas-based Oasis Residential, getting 14,300 apartment units with 13,500 in Vegas. The contact says it’s likely the Summit merger will follow a similar game plan.

The New York City-based Deutsche Bank and Locke Liddell & Sapp advised Camden while Summit’s team was led by JPMorgan Securities Inc. and Goodwin Procter. Banc of America Securities LLC advised on financing, with Bank of America committing to a $500-million bridge loan to close the deal.

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