Morgan Stanley Real Estate, Onex Real Estate and Sawyer
Realty Holdings LLC announced today the completion of the previously
announced acquisition of The Town and Country Trust (NYSE: TCT), a
multifamily real estate investment trust, in an all-cash transaction
totaling approximately $1.5 billion, including the assumption of debt.
All of TCT's common shares of beneficial interest and limited
partnership units have been converted to the right to receive $40.20
per share, plus $0.43 per share representing a dividend payment for
the first quarter in which the transaction closed.
TCT will be delisted from the New York Stock Exchange effective at the close of business today.
"We are pleased the acquisition of TCT is complete," said Michael Franco, Managing Director for Morgan Stanley Real Estate's investing business. "We look forward to working with Onex Real Estate and Sawyer Realty to reposition and maximize the value of TCT's portfolio of 37 apartment properties."
"This is an optimal time to invest in multifamily as an asset class generally and in these geographies in particular," said Michael Dana, President and CEO of Onex Real Estate. "TCT's assets are located in attractive Mid-Atlantic and Florida markets, which are characterized by strong supply and demand fundamentals and positive demographic trends and which should provide exciting opportunities for value enhancement."
"We are excited for the opportunity to help create value for our investment partners with this new portfolio, which is located in our core market area, while continuing to carry out our mission--to provide responsibly managed apartment communities for people who appreciate superior service and exceptional value," said David Rosenberg, Sawyer's Chief Executive Officer.
The paying agent for the merger transaction is National City Bank who will, by April 7, 2006, mail to TCT common shareholders of record on March 31, 2006 a letter of transmittal and instructions for receiving payment of the merger consideration. Holders of certificated common shares should expect to receive the merger consideration soon after submitting a properly completed letter of transmittal to National City Bank. All questions relating to receipt of the merger consideration in the TCT merger should be directed to National City Bank at 1- (800) 622-6757.
Lazard Freres & Co. LLC acted as financial advisor to TCT, and Skadden, Arps, Slate, Meagher & Flom LLP, Venable LLP and Squire, Sanders & Dempsey LLP provided legal advice. Morgan Stanley acted as financial advisor to Morgan Stanley Real Estate and Onex Real Estate and Wachtell, Lipton, Rosen & Katz and Jones Day provided legal advice.
About Onex Real Estate
Onex Real Estate was formed by Onex Corporation in January 2005 to invest in real estate assets in North America. Onex Corporation is a diversified company with annual consolidated revenues of more than C$17 billion and consolidated assets of approximately C$15 billion. Onex is one of Canada's largest companies with global operations in service, manufacturing and technology industries. Its operating companies include Celestica Inc., Spirit AeroSystems, Inc., Emergency Medical Services Corporation, Skilled Healthcare Group, Inc., ClientLogic Corporation, Cineplex Entertainment Limited Partnership, J.L. French Automotive Castings, Inc., Res-Care, Inc., Cosmetic Essence, Inc., Center for Diagnostic Imaging, Inc. and Radian Communication Services Corporation. Onex shares trade on the Toronto Stock Exchange under the stock symbol OCX.SV.
About Sawyer Realty Holdings
Sawyer Realty Holdings LLC is a privately-held, full service, multifamily real estate investment and property management firm based in College Park, Maryland and Needham, Massachusetts. Founded in 1993 as Sawyer Property Management, the Company's expanding portfolio of multifamily communities consists of 120 properties with approximately 39,000 apartment units located predominantly in the Metro Baltimore/DC area and Southeastern US. For more information about Sawyer Realty, go to www.sawyerapts.com.
About Morgan Stanley Real Estate
Morgan Stanley Real Estate is comprised of three major global businesses: Investing, Banking, and Lending. Since 1991, Morgan Stanley has acquired $77.5 billion of real estate assets worldwide and currently manages $43.1 billion in real estate assets on behalf of its clients. In addition, Morgan Stanley Real Estate provides a complete range of market-leading investment banking services to its clients including advice on strategy, mergers, acquisitions and restructurings, as well as underwriting public and private debt and equity financings. Morgan Stanley is also a global leader in real estate lending and, using its own capital, originated upwards of $26 billion in commercial mortgages in 2005. For more information about Morgan Stanley Real Estate, go to www.morganstanley.com/realestate.
Morgan Stanley (NYSE: MS) is a global financial services firm and a market leader in securities, investment management, and credit services. With more than 600 offices in 30 countries, Morgan Stanley connects people, ideas and capital to help clients achieve their financial aspirations.
TCT will be delisted from the New York Stock Exchange effective at the close of business today.
"We are pleased the acquisition of TCT is complete," said Michael Franco, Managing Director for Morgan Stanley Real Estate's investing business. "We look forward to working with Onex Real Estate and Sawyer Realty to reposition and maximize the value of TCT's portfolio of 37 apartment properties."
"This is an optimal time to invest in multifamily as an asset class generally and in these geographies in particular," said Michael Dana, President and CEO of Onex Real Estate. "TCT's assets are located in attractive Mid-Atlantic and Florida markets, which are characterized by strong supply and demand fundamentals and positive demographic trends and which should provide exciting opportunities for value enhancement."
"We are excited for the opportunity to help create value for our investment partners with this new portfolio, which is located in our core market area, while continuing to carry out our mission--to provide responsibly managed apartment communities for people who appreciate superior service and exceptional value," said David Rosenberg, Sawyer's Chief Executive Officer.
The paying agent for the merger transaction is National City Bank who will, by April 7, 2006, mail to TCT common shareholders of record on March 31, 2006 a letter of transmittal and instructions for receiving payment of the merger consideration. Holders of certificated common shares should expect to receive the merger consideration soon after submitting a properly completed letter of transmittal to National City Bank. All questions relating to receipt of the merger consideration in the TCT merger should be directed to National City Bank at 1- (800) 622-6757.
Lazard Freres & Co. LLC acted as financial advisor to TCT, and Skadden, Arps, Slate, Meagher & Flom LLP, Venable LLP and Squire, Sanders & Dempsey LLP provided legal advice. Morgan Stanley acted as financial advisor to Morgan Stanley Real Estate and Onex Real Estate and Wachtell, Lipton, Rosen & Katz and Jones Day provided legal advice.
About Onex Real Estate
Onex Real Estate was formed by Onex Corporation in January 2005 to invest in real estate assets in North America. Onex Corporation is a diversified company with annual consolidated revenues of more than C$17 billion and consolidated assets of approximately C$15 billion. Onex is one of Canada's largest companies with global operations in service, manufacturing and technology industries. Its operating companies include Celestica Inc., Spirit AeroSystems, Inc., Emergency Medical Services Corporation, Skilled Healthcare Group, Inc., ClientLogic Corporation, Cineplex Entertainment Limited Partnership, J.L. French Automotive Castings, Inc., Res-Care, Inc., Cosmetic Essence, Inc., Center for Diagnostic Imaging, Inc. and Radian Communication Services Corporation. Onex shares trade on the Toronto Stock Exchange under the stock symbol OCX.SV.
About Sawyer Realty Holdings
Sawyer Realty Holdings LLC is a privately-held, full service, multifamily real estate investment and property management firm based in College Park, Maryland and Needham, Massachusetts. Founded in 1993 as Sawyer Property Management, the Company's expanding portfolio of multifamily communities consists of 120 properties with approximately 39,000 apartment units located predominantly in the Metro Baltimore/DC area and Southeastern US. For more information about Sawyer Realty, go to www.sawyerapts.com.
About Morgan Stanley Real Estate
Morgan Stanley Real Estate is comprised of three major global businesses: Investing, Banking, and Lending. Since 1991, Morgan Stanley has acquired $77.5 billion of real estate assets worldwide and currently manages $43.1 billion in real estate assets on behalf of its clients. In addition, Morgan Stanley Real Estate provides a complete range of market-leading investment banking services to its clients including advice on strategy, mergers, acquisitions and restructurings, as well as underwriting public and private debt and equity financings. Morgan Stanley is also a global leader in real estate lending and, using its own capital, originated upwards of $26 billion in commercial mortgages in 2005. For more information about Morgan Stanley Real Estate, go to www.morganstanley.com/realestate.
Morgan Stanley (NYSE: MS) is a global financial services firm and a market leader in securities, investment management, and credit services. With more than 600 offices in 30 countries, Morgan Stanley connects people, ideas and capital to help clients achieve their financial aspirations.
© 2006 Business Wire
