EX-99 4 g71445ex99.htm KOGER EQUIT, INC. NEWS RELEASE ex99

Exhibit 99

             
Investor Inquiries:   Tom Crocker   Media Inquiries:   Andrew Merrill, David Pitts
    Chief Executive Officer       The Abernathy MacGregor Group
    (561) 447-1800       (212) 371-5999

FOR IMMEDIATE RELEASE

KOGER EQUITY ANNOUNCES NON-CORE ASSET SALE

Boca Raton, Fla. – August 23, 2001 – Koger Equity, Inc. (NYSE: KE) today announced that it has entered into an agreement to sell select non-core assets to AREIF Realty Trust, Inc., an affiliate of Apollo Real Estate Advisors, LP. Included in the sale are ten properties comprising 75 suburban office buildings and one retail center located throughout San Antonio and Austin, TX, Greensboro and Charlotte, NC, Greenville, SC, and Birmingham, AL. Total consideration for the transaction, including cash and the exchange of Apollo’s equity interest in Koger, is valued at over $300 million. Under the terms of the transaction, Koger today initiated a marketing period through its financial advisors during which other bidders may submit competing offers to purchase the assets associated with this agreement.

The portfolio, which contains more than 3.9 million rentable square feet, will be purchased by AREIF for consideration including $208.3 million cash, the exchange of AREIF’s 5.73 million common share interest in Koger and a membership interest in the AREIF subsidiary entity acquiring the assets. The membership interest will provide Koger with a 20% participation in the net cash flow from the disposed assets after AREIF has received a 15% internal rate of return on its equity investment. The sale is expected to result in a tax gain of approximately $33.3 million, which will vary depending upon the value of AREIF’s Koger shares at the date of the closing and other closing adjustments.

The net cash proceeds from this sale are expected to be used to fund strategic investment opportunities in higher-growth markets, repay debt and fund a one-time special gain distribution to Koger shareholders. The per share amount of the one-time special gain distribution will vary depending upon the final amount of the gain and the number of shares outstanding at the record date of the dividend, but is anticipated to be approximately $1.50, based on a share price of $16.50. Koger will continue to manage the disposed assets and receive a standard property management fee after the transaction closes.

In a joint statement, Victor Hughes, Chairman of Koger, and Tom Crocker, Chief Executive Officer of Koger, stated, “This unique transaction with Apollo exemplifies our strategy to maximize shareholder value by repositioning our portfolio through select asset sales and reinvestment in opportunities with higher growth and ROE prospects. As a result of this transaction, our shareholders will benefit from the ownership of shares in a company with a focused strategy, significant balance sheet strength and improved financial flexibility in addition to receiving a special cash distribution.”

John Jacobsson of Apollo said, “The transaction is a win-win for Koger and Apollo. While Koger is able to exit non-strategic markets in a single transaction at an attractive valuation, Apollo is able to acquire a portfolio of assets and achieve target equity returns by utilizing substantially higher leverage than a REIT would typically employ.”

 


Highlights of the transaction include:

  By selling assets at net asset value (NAV) in exchange for securities valued at a discount to Koger’s NAV, the transaction will be immediately accretive to NAV per share
 
  Koger’s portfolio will be repositioned to focus on a select number of stronger core markets with newer assets experiencing higher current occupancy rates
 
  With the enhanced liquidity afforded by the transaction, Koger will be well positioned to take advantage of real estate and investment opportunities, including repurchasing shares under its previously approved share buyback program
 
  It is the intention of Koger management to direct the Company into higher-growth, higher-margin investment opportunities in attractive core markets and to supplement its own capital with that of other institutional partners
 
  Redeployment of transaction proceeds is expected to increase Koger’s long-term funds from operations and cash available for distribution per share growth rates and overall return on equity

As part of the marketing process, Koger’s Board of Directors will determine whether a more attractive alternative transaction exists subject to certain terms and conditions of the transaction agreement. If the Company does not accept a competing bid identified through this process, AREIF and Koger will proceed to close the agreed upon acquisition, which the two Companies anticipate would occur late in the fourth quarter of 2001. In addition, AREIF is not permitted to revise its offer during the marketing period under the terms of the transaction agreement.

With the announcement of this transaction, Koger may repurchase shares in the open market pursuant to its previously authorized share repurchase plan.

Morgan Stanley acted as financial advisor and provided a fairness opinion to a special committee of Koger’s Board of Directors.

Portfolio Details

The following table includes a summary description of the properties included in the sale portfolio:

                                           
Center   Year(s)
Completed
  Net
Rentable
Area
(SF)
  # of
Bldgs.
  Occupancy
(%)(1)
  NOI(2)
($MM)
Austin
    1973-1985       441,170       12       94     $ 5.7  
Birmingham Colonnade Office
    1989-2000       453,855       5       85       4.7  
Birmingham Colonnade Retail
    1989       112,186       1       70       0.9  
Charlotte Carmel
    1991-1998       322,624       3       93       3.8  
Greensboro South
    1976-1988       688,030       13       69       4.3  
Greensboro Wendover
    1999       89,986       1       72       0.8  
Greenville Roper Mountain
    1974-1998       402,483       9       83       3.8  
Greenville Park Central
    1982-1986       157,936       3       83       1.3  
San Antonio West
    1969-1999       1,057,746       27       83       7.2  
San Antonio Airport
    1982-1986       231,764       2       97       2.3  
 
Total / Wtd. Avg.:
            3,957,780       76       83     $ 34.8  


(1)   As of June 30, 2001
(2)   Annualized based on six months ended June 30, 2001.

 


Financial Community Conference Call

Koger Equity will host an analyst and investor conference call on August 24, 2001 at 9:00 a.m. Eastern Daylight Time to discuss the transaction. To participate in the teleconference, please dial 800-621-5344 (international callers: 212-346-6400). A telephone replay will be available beginning an hour following the call until August 31, 2001 at midnight Eastern Daylight Time. To access the rebroadcast, please dial 800-633-8284 (international callers: 858-812-6440) and enter code 19588822. Supplemental information regarding the transaction will also be available on the company’s Web site at www.koger.com.

About Koger Equity

Koger Equity, Inc. (NYSE: KE) owns and operates 20 suburban office parks and four freestanding buildings, containing 10.9 million rentable square feet, located in 13 cities in the Southeast and Southwest.

Certain matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Koger Equity, Inc. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, there can be no assurance that its expectations will be attained. Certain factors that could cause actual results to differ materially from Koger Equity’s expectations are set forth as risk factors in the company’s SEC reports and filings, including its annual report on Form 10-K. Included among these factors are changes in general economic conditions, including changes in the economic conditions affecting industries in which its principal tenants compete; its ability to timely lease or re-lease space at current or anticipated rents; its ability to achieve economies of scale over time; the demand for tenant services beyond those traditionally provided by landlords; changes in interest rates; changes in operating costs; its ability to attract and retain high-quality personnel at a reasonable cost in a highly competitive labor environment; future demand for its debt and equity securities; its ability to refinance its debt on reasonable terms at maturity; and its ability to complete current and future development projects on schedule and on budget. Many of these factors are beyond Koger Equity’s ability to control or predict. Forward-looking statements are not guarantees of performance. For forward-looking statements contained or incorporated by reference herein, Koger Equity claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

 

 


Koger Transaction Highlights cover page

 


Transaction summary

 


Transaction Highlights Strategic and Financial

 


Real Estate Valuation table

 


Transaction Sale Assets table

 


Koger Net Rentable Area Distribution pie charts

 


Koger Markets After Sale table

 


Portfolio Overview After Sale map

 


Pro Forma Summary Statistics table

 


Pro Forma Balance Sheet table

 


Impact on FFO and CAD

 


Transaction is Accretive to NAV