(Read more on the multifamily market.)

DENVER-Archstone-Smith Trust shareholders will vote next month on the $22-billion-plus merger agreement the company signed in May. If approved, the company will be taken private later this year by affiliates of Tishman Speyer Real Estate Venture VII LP and Lehman Brothers Holdings Inc.

The agreement calls for the buyers to pay $60.75 for each outstanding common share, which totals just under 223 million, assume approximately $6.3 billion in existing debt, and pay off Series I preferred shareholders and unitholders of the operating partnership. Archstone-Smith said Tuesday morning that the shareholder vote on the merger will take place at noon on Tuesday, Aug. 21, at the Hyatt Regency Denver Tech Center. Only shareholders of record as of July 12, 2007 will be eligible to vote.

When the deal was announced in May, the offer represented a 22.7% premium over Archstone-Smith’s share price. At noontime Tuesday, shares of the company were trading at $59.63, about 1.9% below the merger price.

Archstone-Smith, an S&P 500 company, owned all or part of 86,014 units in 344 properties as of the end of March and had 3,500 employees. The company’s portfolio is concentrated in Washington, DC metropolitan area, Southern California, the San Francisco Bay Area, the New York metropolitan area, Seattle and Boston. Tishman Speyer’s multifamily portfolio totals approximately 11,500 units, located primarily in New York City. Almost all of it was acquired in October, when with Blackrock Inc. it paid $5.4 billion for the Stuyvesant Town and Peter Cooper Village properties from MetLife, Inc, as GlobeSt.com previously reported.

In addition to the common shares, unitholders of Archstone-Smith Operating Trust, the operating entity through which Archstone-Smith conducts substantially all of its business and which owns substantially all of its assets, will be offered the opportunity to elect to receive $60.75 per unit in cash or a newly issued preferred unit in Archstone-Smith Operating Trust. With regard to Archstone-Smith’s Series I preferred shares, at the election of the buyer it is currently expected they either will be redeemed at the liquidation preference of $100,000 per share plus accrued but unpaid dividends through the closing date of the merger or be converted into preferred shares of the surviving entity in the merger.

Bank of America is providing some or all of the debt financing associated with the transaction. Archstone-Smith’s financial and legal advisors were Morgan Stanley and Hogan & Hartson LLP, respectively. Tishman Speyer’s legal counsel included Wachtell, Lipton, Rosen & Katz, DLA Piper LLP, Schulte Roth and Zabel LLP and Veneble LLP. Weil Gotshal & Manges LLP and Cadwalader, Wickersham & Taft LLP provided legal advice to Lehman Brothers Inc. Kirkland & Ellis LLP provided legal advice to Bank of America.

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
  • 1 free article* every 30 days across the ALM subscription network
  • Exclusive discounts on ALM events and publications

*May exclude premium content
Already have an account?


© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.

GlobeSt. Multifamily Fall 2024Event

Join the industry's top owners, investors, developers, brokers & financiers at THE MULTIFAMILY EVENT OF THE YEAR!

Get More Information


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 © 2024 ALM Global, LLC. All Rights Reserved.