UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 19, 2017
Monogram Residential Trust, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland |
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001-36750 |
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20-5383745 |
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(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
5800 Granite Parkway, Suite 1000
Plano, TX 75024
(Address of principal executive offices, including zip code)
(469) 250-5500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
INTRODUCTORY NOTE
This Current Report on Form 8-K (this “Current Report”) is being filed in connection with the completion on September 19, 2017 of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated July 4, 2017, by and among Monogram Residential Trust, Inc., a Maryland corporation (“Monogram” or the “Company”), GS Monarch Parent, LLC, a Delaware limited liability company (“Parent”), and GS Monarch Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Acquisition Sub”). Pursuant to the Merger Agreement, on September 19, 2017, Monogram merged with and into Acquisition Sub, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent (the “Merger”).
Item 1.02 Termination of Material Definitive Agreement.
In connection with the closing of the Merger, on September 19, 2017, Monogram repaid in full and terminated the following material agreements:
· Credit Agreement, dated as of March 30, 2017, by and among Monogram Residential Facility I, LLC, as the borrower, KeyBank National Association, as agent, JPMorgan Chase Bank, N.A., and Compass Bank, as co-syndication agents, Regions Bank, as documentation agent, KeyBanc Capital Markets, Inc., JPMorgan Chase Bank, N.A., and Compass Bank, as co-lead arrangers and book runners, and the other lenders party thereto, as amended.
· Credit Agreement, dated as of January 14, 2015, by and among Monogram Residential OP LP, as the borrower, KeyBank National Association, as agent, JPMorgan Chase Bank, N.A., as syndication agent, and KeyBanc Capital Markets, Inc. and JPMorgan Chase Bank, N.A. as co-lead arrangers and book runners, and the other lenders party thereo, as amended, provided the indebtedness evidenced by this Credit Agreement and the deed of trust securing the indebtedness are being assigned to the Walker & Dunlop, LLC, as the lender making the loan secured by the property known as The Mark, and a portion of such indebtedness is being assumed by the owner of such property prior to the same being amended and restated by Walker & Dunlop, LLC.
· Contribution Agreement by and among Monogram Residential OP LP (f/k/a Behringer Harvard Multifamily OP I LP), Monogram Residential Inc., MR Business Trust, Monogram Residential Addison Circle, LLC, Monogram Residential Pembroke, LLC and the additional guarantors thereto, dated January 14, 2015.
· Unconditional Guaranty of Payment and Performance from the Company, Monogram Residential Inc., MR Business Trust, Monogram Residential Addison Circle, LLC, and Monogram Residential Pembroke, LLC, collectively as guarantor, to KeyBank National Association, as lender, dated January 14, 2015.
· Credit Agreement by and among Monogram Residential OP LP (f/k/a Behringer Harvard Multifamily OP I LP) and Behringer Harvard Orange, LLC, collectively as borrower, and NorthMarq Capital, LLC, as lender, dated March 26, 2010.
· Multifamily Revolving Credit Note by Monogram Residential OP LP (f/k/a Behringer Harvard Multifamily OP I LP) and Behringer Harvard Orange, LLC, as borrower, in favor of NorthMarq Capital, LLC dated March 26, 2010.
· Multifamily Open-End Mortgage, Assignment of Rents and Security Agreement between Behringer Harvard Orange, LLC, as mortgagor, and NorthMarq Capital, LLC, as mortgagee, dated March 26, 2010.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report is incorporated herein by reference.
On September 19, 2017, the Merger became effective as of 4:01 p.m. Eastern Standard Time (the “Effective Time”).
Pursuant to the Merger Agreement, at the Effective Time:
· each share of Monogram common stock, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Time (other than shares owned by Parent, Acquisition Sub and certain of their affiliates), was canceled and converted into the right to receive $12.00 in cash, without interest (the “Merger Consideration”);
· each Monogram restricted stock award and time-based restricted stock unit award that was outstanding immediately prior to the Effective Time became fully vested, all restrictions thereon lapsed and all such Monogram restricted stock awards and time-based restricted stock unit awards were converted automatically into the right to receive an amount in cash (without interest thereon) in dollars equal to the product of (i) the total number of shares subject to Monogram restricted stock awards or time-based restricted stock unit awards, in each case, without regard to vesting and (ii) the Merger Consideration; and
· each Monogram performance restricted stock unit award that was outstanding immediately prior to the Effective Time became vested based on actual performance achieved by the Company from the commencement of the applicable performance period through the date that was 30 days immediately preceding the closing of the Merger in accordance with the terms of the applicable award agreement, and each such Monogram performance restricted stock unit award and related agreement was cancelled and such award converted automatically into the right to receive an amount in cash (without interest thereon) equal to the product of (i) the total number of shares of Monogram common stock subject to such Monogram performance restricted stock unit award and (ii) the Merger Consideration.
The total portfolio value of the Merger and related transactions was approximately $4.4 billion, which was funded through a combination of equity contributions from a private investment group led by Greystar Real Estate Partners (“Greystar”) and including affiliates of APG Asset Management N.V., GIC, and Ivanhoé Cambridge (collectively with Greystar, the “Sponsors”) via a newly formed investment fund, Greystar Growth and Income Fund, LP as well as proceeds from debt financing. The aggregate portfolio value also includes the value of the institutional joint venture with Stichting Depositary PGGM Private Real Estate Fund (“PGGM”). In connection with the Merger, the PGGM joint venture was restructured, and the joint venture interests held by Milky Way Partners, L.P., the primary partner of which is Korea Exchange Bank, as Trustee for and on behalf of National Pension Service (acting for and on behalf of the National Pension Fund of the Republic of Korea Government) (“NPS”) were purchased by Greystar pursuant to a separate assignable purchase and sale agreement.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to Monogram’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 5, 2017 and is incorporated by reference herein as Exhibit 2.1 to this Current Report.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 19, 2017, Monogram notified the New York Stock Exchange (the “NYSE”) that the Merger was completed. Monogram’s common stock will cease trading on the NYSE effective September 20, 2017. In addition, on September 19, 2017, Monogram requested that the NYSE file a delisting application on Form 25 with the SEC to report the delisting of Monogram common stock from the NYSE. Monogram intends to file a certification on Form 15 with the SEC requesting that Monogram’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be suspended.
Item 3.03 Material Modifications to Rights of Security Holders.
The information contained in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 3.03.
Item 5.01 Change in Control of the Registrant.
As a result of the completion of the Merger, a change in control of the Company occurred, and Acquisition Sub, as successor by merger to the Company, remained a wholly owned subsidiary of Parent. The information contained in the Introductory Note and Item 2.01of this Current Report is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the completion of the Merger and as contemplated by the Merger Agreement, at the Effective Time, each of Mark T. Alfieri, David D. Fitch, Tammy K. Jones, Jonathan L. Kempner, W. Benjamin Moreland, E. Alan Patton, and Timothy J. Pire, being all of the directors on the board of directors of Monogram as of immediately prior to the Effective Time, tendered their respective resignations as directors from the board of directors of Monogram and from all committees of the board of directors of Monogram on which such directors served, effective as of the Effective Time.
Immediately prior to the Effective Time and in connection with the completion of the Merger, each of the officers of Monogram (Mark T. Alfieri, Daniel Swanstrom, II, Peggy Daly, Howard S. Garfield, Ross P. Odland, and James J. McGinley) has resigned from his or her respective office. Effective as of the Effective Time, the directors and officers of Acquisition Sub have become the directors and officers of the surviving company.
The information contained in Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.
Item 8.01 Other Events.
On September 19, 2017, Monogram and Greystar issued a joint press release announcing the completion of the Merger described above in Item 2.01 of this Current Report. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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2.1 |
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99.1 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GS MONARCH ACQUISITION, LLC | |
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Date: September 19, 2017 |
By: |
/s/ A. JOSHUA CARPER |
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A. Joshua Carper |
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Vice President and Secretary |
MONOGRAM ANNOUNCES COMPLETION OF ACQUISITION BY GREYSTAR LED FUND
PLANO, TX — September 19, 2017 — Monogram Residential Trust, Inc. (NYSE: MORE), an owner, operator and developer of high-quality apartment communities with a significant presence in select coastal markets, today announced the completion of the Company’s previously announced acquisition by the newly formed perpetual-life fund Greystar Growth and Income Fund, LP, led by Greystar Real Estate Partners and its initial founding capital partners, affiliates of APG Asset Management N.V., GIC, and Ivanhoé Cambridge. The announcement follows Monogram stockholders’ vote to approve the merger and the other transactions contemplated by the merger agreement, including the restructuring of Monogram’s joint venture with PGGM, on September 14, 2017. The total portfolio transaction value is approximately $4.4 billion, including the PGGM JV and debt assumed or refinanced.
Pursuant to the transaction, Monogram’s stockholders will be entitled to receive $12.00 per share in cash. As a result of the transaction, the Company’s common stock will cease trading on the New York Stock Exchange, effective September 20, 2017.
“The Monogram Residential board of directors and management team are pleased to have completed this transaction which maximizes value for stockholders and partners that entrusted our team over the past several years,” said Mark Alfieri, Monogram’s Chief Executive Officer, President and Chief Operating Officer. “The valuation achieved is a testament to the quality of the portfolio and operating platform.”
“This acquisition is highly strategic for Greystar and furthers our mission to be the global leader in rental housing,” said Bob Faith, the Founder, Chairman and Chief Executive Officer of Greystar. “We are pleased that this acquisition will seed Greystar Growth and Income Fund, LP, Greystar’s first perpetual-life fund and thrilled to have such tremendous groups as our partners and investors.”
“We are delighted to complete the acquisition of Monogram alongside Greystar and our venture partners,” said Steven Hason, Managing Director and Head of Americas Real Estate & Infrastructure at APG Asset Management. “This continues our strategy of acquiring top-tier properties with operating partners who consistently demonstrate exceptional investment and asset management capabilities, and who share APG’s long-term investment objectives.”
Mr. Lee Kok Sun, Chief Investment Officer, GIC Real Estate, said, “We are pleased to establish our partnership with Greystar with this acquisition. The U.S. multifamily sector’s positive supply-demand dynamics and Monogram’s high-quality assets in attractive markets provide a valuable seed portfolio that fits well with the venture’s long-term strategy and Greystar’s management capabilities.”
“Monogram’s irreplaceable portfolio of assets allows Greystar to stand out in the current competitive environment,” said Sylvain Fortier, President, Residential, Hotels and Real Estate Investment Funds at Ivanhoé Cambridge. “This transaction marks both the next step in our strategy of investing in quality residential properties globally and our successful and ongoing partnership with Greystar.”
“This transaction provided us the opportunity to capitalize on our existing investment in Monogram’s best-in-class residential portfolio,” said Werner Sohier, Senior Director Private Real Estate responsible for the Americas at PGGM. “We are excited to partner with Greystar on this opportunity and look forward to the continued long-term success of the venture.”
Morgan Stanley & Co. LLC served as exclusive financial advisor and Goodwin Procter LLP served as legal advisor to Monogram. J.P. Morgan Securities LLC served as exclusive financial advisor and Jones Day served as legal advisor to Greystar. Morgan, Lewis & Bockius LLP served as legal advisor to PGGM. Walker & Dunlop, Inc. (NYSE: WD) arranged the Freddie Mac financing for the transaction.
ABOUT MONOGRAM
Monogram is a fully integrated self-managed real estate investment trust that invests in, develops and operates high quality multifamily communities offering location and lifestyle amenities. Monogram invests in stabilized operating properties and properties in various phases of development, with a focus on communities in select markets across the United States. As of June 30, 2017, Monogram’s portfolio includes investments in 48 multifamily communities in 10 states comprising 13,438 apartment homes.
ABOUT GREYSTAR
Greystar is a leading, fully integrated multifamily real estate company offering expertise in investment management, development and property management of rental housing properties globally. Headquartered in Charleston, South Carolina with offices throughout the United States, Europe, Latin America and Asia-Pacific, Greystar is the largest operator of apartments in the United States, managing over 425,000 units in over 140 markets globally, with an aggregate estimated value of approximately $80 billion. Greystar also has a robust institutional investment management platform dedicated to managing capital on behalf of a global network of institutional investors with over $21 billion in gross assets under management including more than $8 billion of developments that have been completed or are underway. Greystar was founded by Bob Faith in 1993 with the intent to become a provider of world class service in the rental housing real estate business. To learn more about Greystar, visit www.greystar.com.
ABOUT APG ASSET MANAGEMENT N.V.
APG Asset Management N.V. is a Dutch pension capital investor and one of the largest pension fiduciary asset managers worldwide. APG manages €451 billion (July 2017) on behalf of their pension fund clients and their 4.5 million active and retired participants from the public and private sectors representing over 30% of all collective pension plans in the Netherlands. For more information about APG, please visit www.apg.nl.
ABOUT GIC
GIC is a leading global investment firm with well over US$100 billion in assets under management. Established in 1981 to secure the financial future of Singapore, the firm manages Singapore’s foreign reserves. A disciplined long-term value investor, GIC is uniquely positioned for investments across a wide range of asset classes, including real estate, private equity, equities and fixed income. GIC has investments in over 40 countries and has been investing in emerging markets for more than two decades. Headquartered in Singapore, GIC employs over 1,400 people across 10 offices in key financial cities worldwide. For more information about GIC, please visit www.gic.com.sg.
ABOUT IVANHOÉ CAMBRIDGE
Ivanhoé Cambridge, a global real estate industry leader, invests in high-quality properties and real estate companies in select cities around the world. It does so prudently, with a long-term view to generate optimal, risk-adjusted returns. Founded in Quebec in 1953, Ivanhoé Cambridge has built a vertically integrated business across Canada. Internationally, Ivanhoé Cambridge invests alongside key partners and major real estate funds that are leaders in their respective markets. Through subsidiaries and partnerships, Ivanhoé Cambridge holds interests in nearly 800 buildings, primarily in the residential, office, retail and logistics real estate sectors. Ivanhoé Cambridge held approximately C$56 billion in assets as at December 31, 2016. Ivanhoé Cambridge is a real estate subsidiary of the Caisse de dépôt et placement du Québec (cdpq.com), one of Canada’s leading institutional fund managers. For more information about Ivanhoé Cambridge, please visit ivanhoecambridge.com.
ABOUT PGGM
PGGM is a cooperative Dutch pension fund service provider. Institutional clients are offered: asset management, pension fund management, policy advice and management support. On June 30, 2017 PGGM had EUR 205 billion in assets under management. The PGGM cooperative has approximately 720,000 members and is helping them to realize a valuable future. Either alone or together with strategic partners, PGGM develops future solutions by linking together pension, care, housing and work. For more information about PGGM, please visit www.pggm.nl.
Contacts
Angela Bonnici or Jason Chudoba
ICR, Inc.
Angela.Bonnici@icrinc.com | 646-277-1276
Jason.Chudoba@icrinc.com | 646-277-1249