Touting its “significant experience investing across the commercial property sector,” a group of investors comprised of Arkhouse Partners LLC, The Sapir Organization and 8F Investment Partners Pte. Ltd has made an unsolicited offer to acquire Columbia Property Trust Inc. in an all-cash deal valuing the office REIT at about $2.24 billion.
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The REIT, which owns Class A office buildings in high-barrier U.S. markets including New York City, Boston and San Francisco, confirmed in a news release Thursday that it had received the non-binding proposal and would “carefully evaluate the proposal to determine the course of action that it believes is in the best interest of the company and all Columbia stockholders.”
The investors group said it already owns 3.3 percent of the company and offered to buy 100 percent of the outstanding common stock for $19.50 per share in cash. Bloomberg News, which first reported the offer, said the price is a 25 percent premium from the stock price at Wednesday’s closing. The stock closed at $17.18 per share Thursday, up nearly 10 percent, on the news of the takeover bid.
The offer came days after Columbia had publicly disclosed that Arkhouse Equities LLC had nominated six directors to the nine-member Columbia board of directors. The board’s Nominating and Corporate Governance Committee rejected the Arkhouse candidates, declaring they shared overlapping business interests and did not have public board and management experience. Columbia stated it had been making “considerable efforts to engage with Arkhouse over the last several months.” That included a March 9 meeting between Columbia CEO Nelson Mills and Gavriel Kahane, Arkhouse principal, in which Kahane discussed Arkhouse’s interest in acquiring Columbia and discussed several potential transactions and transaction structures.
Despite that meeting, Columbia stated in Thursday’s news release that it had only learned of the proposal to acquire the REIT at $19.50 per share on Thursday morning.
Performance history, forecast
In the Thursday letter to the Columbia Board of Directors, the investors group identified itself as “experienced real estate investors that believe in the long-term value of Columbia’s high-quality office holdings.” The group noted it had evaluated the REIT’s portfolio, operating markets, management and strategy, and remained concerned about the company’s “lengthy track record of underperformance in the public market and challenges the company faces on its current course.” According to Bloomberg data, the company’s shares have fallen about 28 percent over the past five years. However, Bloomberg also noted the shares have gained about 25 percent in the past 12 months through Wednesday’s market close.
The investors group stated in its news release Thursday that it had hired advisors and counsel to move quickly toward a transaction. The group said it executed a term sheet for financing with a global alternative management firm with approximately $50 billion in assets.
“We are highly confident that we can arrange all necessary financing to complete the transaction, including refinancing or replacement of the company’s existing debt,” the group stated in its release.
The investors group said its proposal “delivers full value that exceeds what the company can be expected to achieve in the coming years based on the expected public market challenges and leadership’s stated plans. We also believe our proposal would be beneficial to the company’s officers and employees, who we envision working with to grow the company over the long-term in the more forgiving, stable private market.”
The group said it was prepared to move forward with due diligence and believes a deal could be finalized within 45 to 60 days, if the Columbia board agreed to move ahead.
Morgan Stanley & Co. LLC is serving as financial advisor to Columbia and Wachtell, Lipton, Rosen & Katz is serving as legal advisor.
Columbia has 15 office properties in major markets totaling more than 6 million square feet. San Francisco assets include: 201 California, 650 California St., 333 Market St., and 221 Main St. In October, Columbia recapitalized 221 Main St. with a $180 million capital infusion from Allianz Real Estate, which owns a 45 percent stake in the 16-story tower. In Palo Alto, Calif., Columbia owns the three-building University Circle complex. The two largest tenants are Amazon Web Services and law firm DLA Piper. However, Amazon Web Service, which leases 90,000 square feet, is leaving the property in July. Columbia owns 116 Huntington Ave. in Boston and three properties in Washington, D.C.—Market Square, 1800 M. St., and 80 M St., which is getting a 105,000-square-foot vertical expansion and is the first commercial office building in D.C. to use mass timber.
The REIT’s New York City portfolio includes 315 Park Ave. S., 229 W. 43rd St., 114 Fifth Ave., 249 W. 17th St. and 218 W. 18th St. Columbia also has four properties under development, including 799 Broadway, an 182,000-square-foot building in Manhattan’s Midtown South submarket that is designed by Perkins&Will and recently won a bronze award for design from Commercial Property Executive as part of its annual 2020 Distinguished Achievement Awards. The REIT also has more than 8 million square feet under management for private investors and third parties.