Gables Residential Trust (NYSE: GBP) ("Gables" or the "Company") today announced the completion of its previously announced merger with Lion Gables Apartment Fund LP, an investment fund managed by ING Clarion Partners and Lehman Brothers. As a result of the merger, holders of Gables' common shares are entitled to receive $43.50 in cash per share, plus an additional amount equal to the dividend for the month of September, or $0.200833 per share. Gables also today announced the completion of the merger of Gables Realty Limited Partnership (the "Partnership") with a subsidiary of Lion Gables Apartment Fund LP. In the merger, holders of the Partnership's common units of limited partnership are entitled to receive $43.50 in cash per unit (or, if they so elected, a class A limited partnership interest in the entity surviving the merger), plus an additional amount equal to the distribution on the Partnership's common units for the month of September, or $0.200833 per unit. The total transaction value of the mergers of Gables and the Partnership is approximately $3 billion, which includes indebtedness assumed or repaid and transaction costs. The paying agent will mail to Gables common shareholders of record a letter of transmittal and instructions for receiving payment of the merger consideration no later than Friday, October 7, 2005. Holders of Gables' common shares should expect to receive the merger consideration soon after submitting a properly completed letter of transmittal to the paying agent. The paying agent for the merger transactions is Computershare. All questions relating to receipt of the merger consideration in the Gables or the Partnership mergers should be directed to Computershare at 1-800-730-6001. Gables common shareholders whose shares are held by a broker, bank or other nominee should contact such broker, bank or other nominee with any questions regarding receipt of the merger consideration. In the Gables merger, Gables' 7.875% Series C-1 preferred shares, 7.50% Series D preferred shares and 5.00% Series Z preferred shares were automatically converted into a corresponding series of preferred shares of the surviving company. Following completion of the mergers, the surviving company terminated its existence by voluntary dissolution. As a result, holders of the surviving company preferred shares are entitled to receive the $25.00 per share liquidation preference of their surviving company preferred shares, plus accrued but unpaid distributions, on October 31, 2005, the liquidation payment date. Computershare will also serve as the liquidation paying agent, and is mailing a letter of transmittal and instructions for preferred shareholders to receive the liquidation preference of their preferred shares on the liquidation payment date. The Partnership has called for redemption its five series of outstanding senior notes having an aggregate principal amount of $520 million. The redemption price will be paid to holders of the senior notes on October 31, 2005. Wachovia Securities acted as financial advisor to Gables and Goodwin Procter LLP provided legal advice in connection with the mergers. Lehman Brothers Inc. acted as financial advisor to ING Clarion. King & Spalding LLP provided legal counsel to Clarion and Hogan & Hartson LLP, Weil Gotshal & Manges LLP, and Cadwalader, Wickersham & Taft provided legal counsel to Lehman Brothers.
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