American Land Lease (NYSE:ANL)
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From Jul 2019 to Jul 2024
American Land Lease, Inc. (NYSE:ANL), a Clearwater, Florida-based real
estate investment trust (“ANL”), announced today that it has signed a
definitive merger agreement under which affiliates of Green Courte
Partners, LLC, a Chicago-based private equity investment firm (such
affiliates are referred to as “Green Courte Partners”), will acquire ANL
for a cash purchase price of $14.20 per share in a transaction valued at
approximately $438 million, including assumption of debt and preferred
stock.
The two-step acquisition will be effected by means of a cash tender
offer by Green Courte Partners for all of the outstanding shares of
ANL’s common stock, at $14.20 per share in cash, followed by a
second-step, cash-out merger in which ANL shares not acquired in the
offer will be converted into the right to receive the same cash price
per share. The merger is not contingent upon the success of the tender
offer. In connection with the transaction, limited partners of Asset
Investors Operating Partnership L.P., ANL’s Operating Partnership, will
be entitled to receive $14.20 for each of their limited partnership
units (“OP Units”).
The transaction has been approved by the board of directors of ANL and
is not contingent on receipt of financing by Green Courte Partners. The
tender offer is subject to certain conditions, including a minimum
tender condition that Green Courte Partners acquire sufficient shares
that will result in it owning at least 88% of the outstanding shares of
ANL common stock. Terry Considine, Thomas L. Rhodes, Bruce D. Benson and
Bruce E. Moore, directors of ANL, who collectively own approximately 12%
of ANL’s outstanding common stock, have each committed to tender their
shares and sell their OP Units in the transaction.
Terry Considine, Company Chairman and CEO commented, “After a thorough
year long review of strategic alternatives, the board concluded that
this transaction was in the best interests of our shareholders,
customers and team members.”
Randy Rowe, Chairman of Green Courte Partners stated, “We are very
excited to add American Land Lease's professional management team and
high-quality manufactured housing community investments to our existing
business. This combination doubles the size of our portfolio and unites
the strengths of the Manufactured Housing Institute's 2007 and 2008
Community Operators of the Year.”
ANL expects the tender offer to be commenced not later than December 23,
2008. The tender offer will remain open for 20 business days from
commencement, subject to extension under certain circumstances. Subject
to the satisfaction of tender offer conditions, including the minimum
tender condition, it is expected to be completed during the first
quarter of 2009.
ANL’s Series A Cumulative Redeemable Preferred Stock will remain
outstanding after the transaction is completed.
Wachovia Capital Markets, LLC served as exclusive financial advisor to
ANL, while Skadden, Arps, Slate, Meagher & Flom LLP and Hill Ward
Henderson served as legal counsel to ANL in connection with the
transaction. DLA Piper LLP (US) served as legal counsel to Green Courte
Partners in connection with the transaction.
About ANL
American Land Lease, Inc. is a Clearwater, Florida-based real estate
investment trust that owns, develops and manages residential land lease
communities primarily serving active adults. With over 10,000 home sites
in 30 communities located primarily in Florida, Arizona and Alabama, ANL
is committed to providing affordable, free-spirited retirement living
for active adults. For more information, visit www.americanlandlease.com.
About Green Courte Partners
Green Courte Partners, LLC is a Chicago-based private equity real estate
investment firm focused primarily on the ownership and operation of
manufactured housing communities, retail and mixed-use properties, and
parking assets. Green Courte Partners combines focused investment
strategies with a disciplined approach to transaction execution and
asset management with a goal of generating attractive risk-adjusted
returns over a long-term holding period. For more information visit www.GreenCourtePartners.com.
Additional Information about the Tender Offer and Merger and Where to
Find it
This press release is being made in connection with the proposed
acquisition of ANL by Green Courte Partners. This press release is for
informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities. The solicitation and
the offer to buy shares of ANL common stock will be made only pursuant
to an offer to purchase on Schedule TO and related materials that Green
Courte Partners intends to file with the Securities and Exchange
Commission (the “SEC”). In connection with the tender offer, Green
Courte Partners will file with the SEC a tender offer statement and
related offer to purchase on Schedule TO that provides the terms of the
tender offer and ANL will file a solicitation/recommendation statement
on Schedule 14D-9 and a proxy statement or information statement with
the SEC. Stockholders are urged to read these documents carefully and in
their entirety if and when they become available because they will
contain important information about the tender offer and/or the proposed
merger.
When the offer to purchase, solicitation/recommendation statement, proxy
statement and/or information statement become available, they will be
mailed to ANL stockholders who are entitled to receive such documents.
In addition, the tender offer statement and related offer to purchase,
solicitation/recommendation statement, proxy statement and/or
information statement as well as other filings containing information
about ANL, the tender offer and the merger, if and when filed with the
SEC, will be available free of charge at the SEC’s Internet Web site, www.sec.gov.
In addition, investors and security holders may obtain free copies of
the solicitation/recommendation statement, proxy statement and/or
information statement as well as other filings containing information
about ANL, the tender offer and the merger that are filed with the SEC
by ANL, if and when available, by contacting Shannon E. Smith, Chief
Financial Officer at (727) 726-8868 or accessing ANL’s investor
information website at www.americanlandlease.com/company.aspx.com
or from Green Courte Partners by contacting James R. Goldman, Managing
Director, Chief Investment Officer at (847) 582-9400.
ANL and its directors and officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in the event that a proxy statement is used in connection with
the merger. Information regarding ANL’s directors and executive officers
is detailed in its proxy statements and annual reports on Form 10-K,
previously filed with the SEC, and the proxy statement, if and when
filed, relating to the merger, when it becomes available.
Forward-looking statements
The statements made in this press release which are not historical facts
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements include statements regarding the
commencement of, and the acquisition of shares pursuant to, the tender
offer, the consummation of the merger, the filing of documents and
information with the SEC, other future or anticipated matters regarding
the transactions discussed in this release and the timing of such
matters. Such forward-looking statements often contain or are prefaced
by words such as “will” and “expect.” As a result of a number of
factors, our actual results could differ materially from those set forth
in the forward-looking statements. Certain factors that might cause our
actual results to differ materially from those in the forward-looking
statements include, without limitation: (i) the risk that the conditions
to the closing of the tender offer or the merger set forth in the merger
agreement will not be satisfied, (ii) changes in ANL’s business during
the period between the date of this press release and the closing, (iii)
obtaining regulatory approvals (if required) for the transaction, (iv)
the risk that the transaction will not be consummated on the terms or
timeline first announced, and (v) those factors set forth under the
heading “Risk Factors” in our annual report on Form 10-K for the year
ended December 31, 2007, and in our other filings with the SEC. Further
information concerning those risks will be included in ANL’s filings
with the SEC in response to the tender offer. ANL is under no obligation
to (and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.