X

Thank you for sharing!

Your article was successfully shared with the contacts you provided.

RALEIGH, NC-Just about four weeks after receiving a second bid, Winston Hotels has made its decision–opting to enter into a definitive merger agreement with Inland American Real Estate Trust, Inc. However, before making the deal, the locally based hotel RET needed to end a previous agreement with Wilbur Acquisition Holding Co.

On Feb. 21, Winston agreed to merge with Wilbur Acquisition Holding, a limited liability company held by affiliates of Och-Ziff Real Estate and Norge Churchill, Inc. The deal put the total dollar amount at $430.1 million, or $14.10 per share. Two weeks later, Inland American upped the ante with its own $15-per-share bid, as GlobeSt.com previously reported.

After weighing both offers, Winston’s board of directors and an independent special committee of the board threw its support behind Oak Brook, IL-based Inland. As a result, Winston executives say the company has complied with the termination provisions of the Wilbur agreement, including the payment of termination fees and reimbursement of expenses. Winston executives expect, in turn, to be reimbursed by Inland, according to a release.

According to a release from Inland American, the total acquisition price is approximately $850 million including transaction costs. Under the terms of the agreement, each share of Winston common stock will be converted into the right to receive $15 in cash. In addition, each share of company Series B preferred stock will be converted into the right to receive $25.44 per share, or $25.38 per share if the effective time of the merger occurs after June 30, and on or prior to Sept. 30, in cash, plus any accrued and unpaid dividends as of the effective time of the merger, the release states.

Inland American intends to fund the merger with cash on hand, and the completion of the merger is not subject to any financing or refinancing contingency. The deal is expected to close in the third quarter.

“The board of directors and the special committee of outside directors are pleased that the sale process has been structured in a manner that they believe provides the opportunity for the greatest benefit to our shareholders,” Robert W. Winston III, chief executive officer of Winston, says in a statement.

Joseph V. Green, president and chief financial officer of Winston, adds, “The increased purchase price per share of common stock validates the momentum that we believe not only is behind our portfolio but also all of our growth strategies.”

As of Dec. 31, Winston owned or was invested in 53 hotel assets, with a total room count of 7,205. The assets are spread across 18 states.

Want to continue reading?
Become a Free ALM Digital Reader.

Once you are an ALM digital member, you’ll receive:

  • Unlimited access to GlobeSt and other free ALM publications
  • Access to 15 years of GlobeSt archives
  • Your choice of GlobeSt digital newsletters and over 70 others from popular sister publications
  • 3 free articles* across the ALM subscription network every 30 days
  • Exclusive discounts on ALM events and publications

*May exclude premium content
Already have an account?

GlobeSt

Join GlobeSt

Don't miss crucial news and insights you need to make informed commercial real estate decisions. Join GlobeSt.com now!

  • Free unlimited access to GlobeSt.com's trusted and independent team of experts who provide commercial real estate owners, investors, developers, brokers and finance professionals with comprehensive coverage, analysis and best practices necessary to innovate and build business.
  • Exclusive discounts on ALM and GlobeSt events.
  • Access to other award-winning ALM websites including ThinkAdvisor.com and Law.com.

Already have an account? Sign In Now
Join GlobeSt

Copyright © 2020 ALM Media Properties, LLC. All Rights Reserved.