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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Columbia Property Trust Inc | NYSE:CXP | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 19.28 | 0 | 00:00:00 |
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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Constance Moore
Chair of the Board of Directors
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Nelson Mills
Director, President and CEO
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1.
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To consider and vote on a proposal to approve the merger (the “merger”) of Panther Merger Parent, Inc. (“Parent”) with and into Columbia pursuant to the Agreement and Plan of Merger, dated as of September 7, 2021, (the “merger agreement”) and as it may be amended from time to time, among Columbia, Columbia Property Trust Operating Partnership, L.P., Parent and Panther Merger Sub, LLC;
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To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger; and
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To consider and vote on a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger.
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BY ORDER OF THE BOARD OF DIRECTORS
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Debbie Newmark
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Corporate Secretary
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New York, New York
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October 26, 2021
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ANNEXES
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approved the merger agreement;
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declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, to be advisable and in the best interests of Columbia and our stockholders; and
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recommended that you vote “FOR” the proposal to approve the merger, “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, and “FOR” the proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger.
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the merger must be approved by the affirmative vote of the holders of our common stock entitled to cast a majority of all the votes entitled to be cast on the matter;
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no order by any governmental entity has been entered and continues to be in effect and no law has been adopted that remains in effect or be effective, in each case, that prevents, enjoins, prohibits or makes illegal the consummation of the mergers;
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our and Parent’s and Merger Sub’s respective representations and warranties in the merger agreement must be true and correct in the manner described under the section entitled “The Merger Agreement — Conditions to the Mergers”;
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from the date of the merger agreement through the closing date, there must not have occurred a material adverse effect (as described in the section entitled “The Merger Agreement — Representations and Warranties”);
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we, Company OP, Parent and Merger Sub must have performed and complied in all material respects with our and their respective covenants required by the merger agreement to be performed or complied with on or prior to the merger effective time; and
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Parent must have received a tax opinion of our tax counsel, King & Spalding LLP, dated as of the closing date, concluding (subject to customary assumptions, qualifications and representations, including representations made by the Company and our subsidiaries in form and substance reasonably acceptable to Parent) that the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code for all taxable periods commencing with our taxable year ended December 31, 2003 through and including the merger effective time.
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the merger has not been consummated on or prior to 5:00 p.m., Eastern Time, on March 7, 2022 (the “End Date”), provided that the right to terminate the merger agreement under this bullet point will not be available to us or Parent if the primary cause of the failure of the merger to be consummated by the End Date was due to the material breach by us or Company OP (in the case of termination by us) or Parent or Merger Sub (in the case of termination by Parent) of any representation, warranty, covenant or other agreement of such party under the merger agreement;
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a governmental entity has issued an order, or a law has been enacted or promulgated, in each case after the date of the merger agreement, permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such order or law has become final and nonappealable, provided that the right to terminate the merger agreement under this bullet point will not be available to us or Parent if such order primarily resulted from the material breach by us or Company OP (in the case of termination by us) or Parent or Merger Sub (in the case of termination by Parent) of any representation, warranty, covenant or other agreement of such party under the merger agreement; or
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the special meeting (as it may be adjourned or postponed) at which a vote on the merger was taken has concluded and the requisite vote of our stockholders to approve the merger has not been obtained.
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Parent or Merger Sub has breached or there is any inaccuracy in any of its representations or warranties, or has breached or failed to perform any of its covenants or other agreements contained in the merger agreement, which breach, inaccuracy or failure to perform (1) if it occurred or was continuing to occur on the closing date, would result in a failure of our closing conditions under the merger agreement and (2) is either not curable or is not cured by the earlier of the End Date and the date that is forty-five (45) days following written notice from us to Parent of such breach, inaccuracy or failure, provided that we and Company OP are not then in breach of any representation, warranty, covenant or agreement contained in this merger agreement that would give rise to a failure of Parent’s closing conditions under the merger agreement;
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prior to obtaining the requisite vote of our stockholders to approve the merger, after following certain procedures and adhering to certain restrictions, in order to enter into a definitive agreement relating to a superior proposal (subject to payment of the company termination fee (as described below)); or
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(1) all of Parent’s and Merger Sub’s closing conditions under the merger agreement are satisfied (other than those conditions that by their nature are to be satisfied at the closing and that are then capable of being satisfied if there were a closing) or waived, (2) we have indicated in writing to Parent that all of Parent’s and Merger Sub’s closing conditions (other than those conditions that by their nature are to be satisfied at the closing and that are then capable of being satisfied if there were a closing) are satisfied, (3) Parent fails to consummate the transactions contemplated by the merger agreement by the date upon which Parent is required to consummate the closing under the terms of the merger agreement and (4) we have confirmed to Parent in writing that we are ready, willing and able to consummate the closing.
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we or Company OP has breached or there is any inaccuracy in any of our representations or warranties, or if we or Company OP has breached or failed to perform any of its covenants or other agreements contained in the merger agreement, which breach, inaccuracy or failure to perform (1) if it occurred or was continuing to occur on the closing date, would result in a failure of our closing conditions under the merger agreement and (2) is either not curable or is not cured by the earlier of the End Date and the date that is forty-five (45) days following written notice from Parent to us of such breach, inaccuracy or failure, provided that Parent and Merger Sub are not then in breach of any representation, warranty, covenant or agreement contained in this merger agreement that would give rise to a failure of our closing conditions under the merger agreement; or
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prior to obtaining the requisite vote of our stockholders to approve the merger, our board effects a company adverse recommendation change in accordance with the requirements described below under “The Merger Agreement — Obligation of the Board of Directors with Respect to Its Recommendation”;
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we terminate the merger agreement pursuant to the provision described in the second bullet point under “The Merger Agreement — Termination of the Merger Agreement — Termination by Columbia”;
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Parent terminates the merger agreement pursuant to the provision described in the second bullet point under “The Merger Agreement — Termination of the Merger Agreement — Termination by Parent”; or
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all of the following requirements are satisfied:
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prior to the special meeting to obtain the requisite vote of our stockholders to approve the merger, a company takeover proposal (substituting 50% for the 20% threshold set forth in the definition of “company takeover proposal” (a “qualifying transaction”)) has been publicly made and not withdrawn prior to the special meeting (or any adjournment or postponement thereof);
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the merger agreement is terminated by us or Parent pursuant to provisions described in the first bullet point or the third bullet point under “The Merger Agreement — Termination of the Merger Agreement — Termination by either Columbia or Parent” or Parent terminates the merger agreement pursuant to the provision described in the first bullet point under “The Merger Agreement — Termination of the Merger Agreement — Termination by Parent”; and
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at any time on or before the 12-month anniversary of the termination referred to in the immediately preceding sub-bullet point, we or any of our subsidiaries completes or enters into a definitive agreement with respect to such qualifying transaction.
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Q:
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What is the proposed transaction?
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A:
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The proposed transaction is the acquisition of Columbia and its subsidiaries, including Company OP, by the PIMCO Funds pursuant to the merger agreement. After the merger has been approved by our stockholders and the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub will be merged with and into Company OP, with Company OP continuing as the Surviving Partnership. Promptly following the partnership merger effective time, Parent will merge with and into Columbia, with Columbia continuing as the Surviving Company. The mergers will occur at the times provided in the merger agreement. For additional information about the mergers, please review with your advisors the merger agreement attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety, as it is the principal document governing the mergers.
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As a stockholder, what will I receive in the merger?
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For each outstanding share of common stock that you own immediately prior to the merger effective time, you will receive $19.30 in cash.
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Will I receive dividends with respect to the common stock that I own?
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On September 15, 2021, we paid a regular quarterly dividend of $0.21 per share of common stock for the quarter ended September 30, 2021 to stockholders of record as of September 1, 2021. Under the terms of the merger agreement, subject to limited exceptions, including for Additional Dividends as may be necessary for Columbia or any of its subsidiaries to maintain its status as a REIT under the Code, if any, we may not declare or pay any other dividends to the holders of our common stock during the term of the merger agreement without the prior written consent of Parent.
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When do you expect the mergers to be completed?
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If our stockholders vote to approve the merger, and assuming that the other conditions to the mergers are satisfied or waived, it is anticipated that the mergers will be completed as early as year-end 2021. Pursuant to the merger agreement, the closing of the mergers will take place on the third (3rd) business day after satisfaction or waiver of the conditions to the mergers described under “The Merger Agreement — Conditions to the Mergers” (other than those conditions that by their terms or nature are to be satisfied or waived at the closing of the mergers, but subject to the satisfaction or waiver of such conditions) (the “Condition Satisfaction Date”) or at such other date as mutually agreed to by the parties to the merger agreement. However, in the event a Divestiture Transaction contemplated under the merger agreement is pending on the Condition Satisfaction Date, Parent will have the right, by written notice to us on the Condition Satisfaction Date, to require that the closing will occur no earlier than January 10, 2022. Unless extended by mutual agreement, the merger agreement provides that either party may terminate the agreement if the merger has not been consummated on or prior to 5:00 p.m. Eastern Time on March 7, 2022 (subject to certain limitations and available remedies). For further information regarding the timing of the closing of the mergers, see “The Merger Agreement — Effective Times; Closing Date.”
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What happens if the mergers are not completed?
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If the merger is not approved by our stockholders, or if the mergers are not completed for any other reason, our stockholders will not receive any payment for their shares of common stock pursuant to the merger agreement. Instead, Columbia will remain a public company, and our shares of common stock will continue to be registered under the Exchange Act and listed on the NYSE. Upon a termination of the merger agreement, under certain circumstances and pursuant to the terms of the merger agreement, we will be required to pay Parent the company termination fee. In certain other circumstances, Parent will be required to pay us the parent termination fee upon termination of the merger agreement.
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If the mergers are completed, how do I obtain the merger consideration for my shares of common stock?
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Following the completion of the merger, your shares of common stock will automatically be converted into the right to receive your portion of the merger consideration. Shortly after the merger is completed, you will receive a letter of transmittal describing how you may exchange your shares of common stock for the merger consideration. If your shares of common stock are held in “street name” by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the merger consideration.
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When and where is the special meeting?
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The special meeting will be held on December 2, 2021, at 9:30 a.m., New York time, at 315 Park Avenue South, New York, New York 10010.
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Who can vote and attend the special meeting?
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All holders of record of our common stock as of the record date, which was the close of business on October 21, 2021, are entitled to receive notice of and attend and vote at the special meeting or any postponement or adjournment of the special meeting. Each stockholder will be entitled to cast one vote on each matter presented at the special meeting for each share of common stock that such holder owned as of the record date.
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What vote of stockholders is required to approve the merger?
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Approval of the merger requires the affirmative vote of the holders of common stock entitled to cast a majority of all the votes entitled to be cast on the matter at the special meeting. Because the required vote for this proposal is based on the number of votes our stockholders are entitled to cast rather than on the number of votes cast, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have the same effect as voting “AGAINST” the proposal to approve the merger.
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What vote of stockholders is required to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger?
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Approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger requires the affirmative vote of a majority of the votes cast on the proposal. For the purpose of this proposal, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have no effect on the proposal.
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What vote of stockholders is required to approve adjournments of the special meeting?
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Approval of any adjournment of the special meeting to solicit additional proxies if there are not sufficient votes
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Why is my vote important?
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If you do not authorize your proxy or voting instructions or vote in person at the special meeting, or, in the event that the special meeting is held by means of remote communication, virtually, it will be more difficult for us to obtain the necessary quorum to hold the special meeting. In addition, because the proposal to approve the merger must be approved by the affirmative vote of the holders of common stock entitled to cast a majority of all the votes entitled to be cast on the matter, your failure to authorize your proxy or voting instructions or to vote in person at the special meeting, or, in the event that the special meeting is held by means of remote communication, virtually, will have the same effect as a vote “AGAINST” the approval of the merger.
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How does the merger consideration compare to the market price of Columbia’s common stock?
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The merger consideration of $19.30 per share represents a premium of approximately 17% over the closing price of our shares of common stock of $16.54 per share on September 3, 2021, the last trading day prior to the public announcement of the merger agreement, a premium of approximately 27% over the unaffected closing price of our shares of common stock of $15.18 on March 12, 2021, the last unaffected trading date for Columbia’s common stock prior to it being affected by Columbia’s announcement that Arkhouse Equities LLC had submitted to Columbia a notice of nomination of six candidates to stand for election to Columbia’s board of directors, and a premium of approximately 34% over the adjusted unaffected closing share price, as determined by measuring a market capitalization weighted price index of a select group of Columbia’s high barrier office REIT peers over the period between March 12, 2021 and September 3, 2021.
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How does our board of directors recommend that I vote?
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Our board of directors recommends that you vote “FOR” the proposal to approve the merger, “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, and “FOR” the proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger.
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Why am I being asked to consider and cast a vote on the non-binding proposal to approve the merger-related compensation payable to our named executive officers?
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The SEC has adopted rules that require companies to seek a non-binding, advisory vote to approve certain compensation that may be paid or become payable to their named executive officers that is based on or otherwise relates to corporate transactions such as the merger.
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What will happen if stockholders do not approve the non-binding proposal to approve the merger-related compensation?
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The vote to approve the non-binding proposal to approve the merger-related compensation is a vote separate and apart from the vote to approve the merger. Approval of this proposal is a not a condition to completion of the mergers. The vote on this proposal is an advisory vote only, and it is not binding on us or our board of directors. Further, the underlying arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is completed, our named executive officers will be eligible to receive the compensation that may be paid or become payable to them that is based on or otherwise relates to the merger, in accordance with the terms and conditions applicable to such compensation.
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Do any of Columbia’s directors and executive officers have any interest in the mergers that is different than mine?
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Our directors and executive officers have certain interests in the mergers that are different from, or in addition to, the interests of our stockholders generally, including accelerated vesting of outstanding Columbia equity
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What do I need to do now?
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After carefully reading and considering the information contained in this proxy statement and the annexes attached to this proxy statement, please vote your shares of common stock or authorize a proxy to vote your shares of common stock in one of the ways described below as soon as possible. You will be entitled to one vote for each share of common stock that you owned as of the record date.
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How do I cast my vote?
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If you are a stockholder of record on the record date, you may vote at the special meeting or authorize a proxy to vote your shares at the special meeting. You can authorize your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope, or, if you prefer, by following the instructions on your proxy card for telephonic or Internet proxy authorization. If the telephone or Internet option is available to you, we strongly encourage you to use it because it is faster and less costly. Registered stockholders can transmit their voting instructions by telephone by calling 1-800-690-6903 or on the Internet at www.proxyvote.com. Telephone and Internet proxy authorization are available 24 hours a day until 11:59 p.m., Eastern Time, the day immediately prior to the special meeting. Have your proxy card with you if you are going to authorize your proxy by telephone or through the Internet. To authorize your proxy by mail, please complete sign, date and mail your proxy card in the envelope provided. If you attend the special meeting, you may request a ballot when you arrive.
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How do I cast my vote if my shares of common stock are held of record in “street name”?
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If you own shares of common stock through a broker, bank or other nominee (i.e., in “street name”), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, since brokers, banks and other nominees do not have discretionary voting authority with respect to any of the proposals described in this proxy statement. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee, who can give you directions on how to vote your common stock. If you hold your shares of common stock through a broker, bank or other nominee and wish to vote in person at the special meeting, or, in the event that the special meeting is held by means of remote communication, virtually, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or other nominee (which may take several days).
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What will happen if I abstain from voting or fail to vote?
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With respect to the proposal to approve the merger, if you abstain from voting, fail to cast your vote in person, or, in the event that the special meeting is held by means of remote communication, virtually, or by proxy or if you hold your shares in “street name” and fail to give voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the merger.
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How will proxy holders vote my common stock?
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If you properly authorize a proxy prior to the special meeting, your shares of common stock will be voted as you direct. If you properly authorize a proxy but no direction is otherwise made, your shares of common stock will be voted “FOR” the proposal to approve the merger, “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is
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What happens if I sell my shares of common stock before the special meeting?
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If you held shares of common stock on the record date but transfer them prior to the merger effective time, you will retain your right to vote at the special meeting, but not the right to receive the merger consideration for those shares. The right to receive such consideration when the merger becomes effective will pass to the person who at that time owns the shares of common stock you previously owned.
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Can I change my vote after I have mailed my proxy card?
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Yes. If you own common stock as a record holder on the record date, you may revoke a previously authorized proxy at any time before it is exercised by voting again over the Internet or by telephone prior to 11:59 p.m. Eastern Time on December 1, 2021, signing and returning another proxy card with a later date, provided we receive the updated proxy card before the date of the special meeting, or voting in person at the special meeting, or, in the event that the special meeting is held by means of remote communication, virtually. Attendance at the meeting will not, in itself, constitute revocation of a previously authorized proxy. If you have instructed a broker to vote your shares, the foregoing options for changing your vote do not apply and instead you must follow the applicable instructions received from such broker to change your vote.
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What are the material U.S. federal income tax consequences of the merger?
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We intend to treat the distribution of the REIT Dividends and the Additional Dividends, if any, as a dividend distribution to holders of shares of common stock to the extent of Columbia’s current and accumulated earnings and profits. The receipt of cash in exchange for our common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of our common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). For further discussion, see “The Mergers — Material U.S. Federal Income Tax Consequences.”
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What rights do I have if I oppose the merger?
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If you are a stockholder of record on the record date, you can vote against the proposal to approve the merger. You are not, however, entitled to exercise any appraisal rights, dissenters’ rights or the rights of an objecting stockholder to receive the fair value of the stockholder’s shares in connection with the merger because, as permitted by the Maryland General Corporation Law, our charter provides that stockholders are not entitled to exercise any such rights unless our board of directors, upon the affirmative vote of a majority of the entire board, determines that such rights apply. Our board of directors has made no such determination. See “No Dissenters’ Rights of Appraisal.”
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Where can I find the voting results of the special meeting?
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We intend to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that we file with the SEC are publicly available on the SEC’s website at www.sec.gov.
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Can I participate if I am unable to attend the special meeting?
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If you are unable to attend the meeting in person, or, in the event that the special meeting is held by means of remote communication, virtually, we encourage you to complete, sign, date and return your proxy card, or authorize your proxy or voting instructions by telephone or through the Internet.
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Have any stockholders already agreed to approve the merger?
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No. We have not been advised of any agreements between Parent, Merger Sub or the PIMCO Funds and any of our stockholders in which a stockholder has agreed to vote in favor of approval of the merger.
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Where can I find more information about Columbia?
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We file certain information with the SEC. You may read and copy this information at the SEC’s public reference facilities. You may call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available on the SEC’s website at www.sec.gov and on our website at www.columbia.reit. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. You can also request copies of these documents from us. See “Where You Can Find More Information.”
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Who will solicit and pay the cost of soliciting proxies?
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We will bear the cost of solicitation of proxies for the special meeting. Our board of directors is soliciting your proxy on our behalf. In addition to the use of mails, proxies may be solicited by personal interview, telephone, facsimile, e-mail or otherwise, by our directors, officers and other employees. We have engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies for a fee of $25,000, plus reimbursement of out-of-pocket expenses. We also will request persons, firms and corporations holding common stock in their names, or in the names of their nominees, that are beneficially owned by others to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners and will reimburse such holders for their reasonable expenses in so doing.
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Who can help answer my other questions?
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If after reading this proxy statement you have more questions about the special meeting or the mergers, you should contact Innisfree, our proxy solicitor, as follows:
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risks associated with our ability to obtain the stockholder approval required to consummate the merger and the timing of the closing of the mergers, including the risks that a condition to closing will not be satisfied within the expected timeframe or at all or that the closing of the mergers will not occur;
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the occurrence of any change, effect, event, circumstance, occurrence or state of facts that could give rise to the termination of the merger agreement;
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the outcome of legal proceedings that have been, and any additional legal proceedings that may be, instituted against the parties to, and others related to, the mergers and the merger agreement;
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|
•
|
unanticipated difficulties or expenditures relating to the transaction, the response of business partners and competitors to the announcement of the transaction and/or potential difficulties in employee retention as a result of the announcement and pendency of the transaction;
|
|
•
|
restrictions on our ability to pay dividends pursuant to the merger agreement;
|
|
•
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the limitation on our right to recover from Parent and Merger Sub an amount equal to the $196 million parent termination fee in circumstances in which such fee is payable, which may not be adequate to cover our damages;
|
|
•
|
risks affecting the real estate industry and the office sector, in particular (such as the inability to enter into new leases, dependence on tenants’ financial condition, and competition from other owners of real estate);
|
|
•
|
risks relating to lease terminations, lease defaults, or changes in the financial condition of our tenants, particularly by a significant tenant;
|
|
•
|
risks relating to our ability to maintain and increase property occupancy rates and rental rates;
|
|
•
|
adverse economic or real estate market developments in our target markets;
|
|
•
|
the risks of pandemics or other public health emergencies, such as the continued impact of the Covid-19 pandemic, including uncertainty surrounding implications of variants of the disease;
|
|
•
|
the impact of social distancing, shelter-in-place, border closings, travel restrictions, remote work trends and similar governmental and private measures taken to combat the spread of Covid-19 and related variants;
|
|
•
|
risks relating to the use of debt to fund acquisitions;
|
|
•
|
availability and terms of financing;
|
|
•
|
ability to refinance indebtedness as it comes due;
|
|
•
|
sensitivity of our operations and financing arrangements to fluctuations in interest rates;
|
|
•
|
reductions in asset valuations and related impairment charges;
|
|
•
|
risks relating to construction, development and redevelopment activities;
|
|
•
|
risks associated with joint ventures, including disagreements with, or misconduct by, joint venture partners;
|
|
•
|
risks relating to reduced demand for, or oversupply of, office space in our markets, including increased sublease availabilities;
|
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•
|
risks relating to acquisition and disposition activities;
|
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•
|
risks associated with our ability to continue to qualify as a real estate investment trust;
|
|
•
|
risks associated with possible cybersecurity attacks against us or any of our tenants;
|
|
•
|
potential liability for uninsured losses and environmental contamination;
|
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•
|
potential adverse impact of market interest rates on the market price for our securities;
|
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•
|
risks associated with natural disasters;
|
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•
|
risks and uncertainties associated with potential legal and regulatory changes, including changes in tax, real estate, environmental, zoning and other laws and regulations; and
|
|
•
|
risks associated with our dependence on key personnel whose continued service is not guaranteed.
|
|
1.
|
a proposal to approve the merger of Parent with and into Columbia;
|
|
2.
|
a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger; and
|
|
3.
|
a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger.
|
|
•
|
mark, sign, date and return the enclosed proxy card by mail;
|
|
•
|
authorize your proxy or voting instructions by telephone or through the Internet by following the instructions included with your proxy card; or
|
|
•
|
appear and vote in person, or, in the event that the special meeting is held by means of remote communication, virtually, by ballot at the special meeting.
|
|
•
|
voting again over the Internet or by telephone prior to 11:59 p.m. Eastern Time on December 1, 2021;
|
|
•
|
signing and returning another proxy card with a later date, provided we receive the updated proxy card before the date of the special meeting;
|
|
•
|
voting in person at the special meeting, or, in the event that the special meeting is held by means of remote communication, virtually.
|
|
•
|
the board of directors’ knowledge of our business, operations, financial condition, earnings and prospects, as well as the board of directors knowledge of our operating environment, including current and prospective economic and market conditions, including in light of the Covid-19 pandemic and its impact on the office real estate industry;
|
|
•
|
the board of directors’ belief, following a thorough year-long review of potential operating, strategic, financial and structural alternatives, that the merger was more favorable to our stockholders than any other alternative that was reasonably available to us, including remaining an independent public company;
|
|
•
|
the fact that Columbia conducted an extensive, publicly disclosed process to pursue a potential transaction, inviting 88 strategic and financial parties (including Arkhouse) to participate in the strategic process, 35 of which executed confidentiality agreements and eight of which provided indications of interest to acquire the Company, and the fact that in the course of that process, the merger consideration of $19.30 proposed by the PIMCO Funds in the merger presented the highest value for any actionable transaction proposal with committed financing that the Company received;
|
|
•
|
the current and historical trading prices of our common stock, and the fact that the merger consideration of $19.30 per share in cash represents a premium of approximately 17% over Columbia’s share price as of close of trading on September 3, 2021, the last trading day before we entered into the merger agreement, a premium of approximately 27% over Columbia’s unaffected closing share price as of close of trading on March 12, 2021, the last unaffected trading date for Columbia’s common stock prior to it being affected by Columbia’s announcement that Arkhouse Equities LLC had submitted to Columbia a notice of nomination of six candidates to stand for election to Columbia’s board of directors, and a premium of approximately 34% over the adjusted unaffected closing share price, as determined by measuring a market capitalization weighted price index of a select group of Columbia’s high barrier office REIT peers over the period between March 12, 2021 and September 3, 2021;
|
|
•
|
the fact that the merger consideration was the result of arm’s-length negotiations, which resulted in the PIMCO Funds increasing the merger consideration from its initial expression of interest at a price of $18.50 per share, and the board of directors’ belief that the merger consideration was the maximum price that the PIMCO Funds were willing to pay based on the Company’s extensive negotiations with the PIMCO Funds;
|
|
•
|
the board of directors’ belief that, in light of the PIMCO Funds’ recent strategic focus on acquiring real estate assets and substantial available capital, the PIMCO Funds were the acquirors likely to offer the highest price for Columbia;
|
|
•
|
the fact that the merger consideration is a fixed cash amount, providing our stockholders with certainty of value and liquidity immediately upon the closing of the merger, in comparison to the risks, uncertainties and longer potential timeline for realizing equivalent value from Columbia’s standalone business plan, including in light of the ongoing Covid-19 pandemic, or possible strategic alternatives involving transactions in which all or a portion of the consideration would be payable in equity or involving portfolio transactions;
|
|
•
|
Columbia’s right under the merger agreement, in response to unsolicited acquisition proposals, to furnish information to and conduct negotiations with third parties in certain circumstances;
|
|
•
|
the board of directors’ right, under the merger agreement, to change, qualify, withhold, withdraw or modify its recommendation that our stockholders vote to approve the merger, subject to payment of a termination fee if Parent elects to terminate the merger agreement in such circumstances;
|
|
•
|
Columbia’s right to terminate the merger agreement, under certain circumstances, in order to enter into a definitive agreement providing for the implementation of a superior proposal if the board of directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel that the superior proposal continues to constitute a superior proposal, upon payment of a termination fee;
|
|
•
|
the board of directors’ belief that the $86 million termination fee and the up to $15 million expense reimbursement payable by us in certain circumstances were reasonable and unlikely to unduly impede the ability of an interested third party to make a superior proposal;
|
|
•
|
the risks and uncertainties of remaining as an independent public company (including but not limited to risks and uncertainties relating to the continuing impact of the Covid-19 pandemic on office utilization and other relevant factors) and being able to enter into leases with attractive terms upon expiration of existing leases and to expand, or realize value from reducing, the size of Columbia’s portfolio through acquisitions, dispositions and/or development;
|
|
•
|
the high probability that the mergers would be completed based on, among other things, Parent’s financing commitments, the absence of a financing condition and the $196 million reverse termination fee payable to Columbia if the merger agreement is terminated in certain circumstances, which payment is guaranteed by funds affiliates of the PIMCO Funds;
|
|
•
|
the financial analysis of Morgan Stanley reviewed and discussed with the board of directors, and Morgan Stanley’s oral opinion, subsequently confirmed in writing by delivery of a written opinion to the board of directors dated September 6, 2021, that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the merger consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was fair from a financial point of view to such holders of shares of our common stock (see “— Opinions of Our Financial Advisors”);
|
|
•
|
the terms and conditions of the merger agreement, which were reviewed by the board of directors with our financial and legal advisors, and the fact that such terms were the product of arm’s-length negotiations between the parties; and
|
|
•
|
the fact that the merger would be subject to the approval of our stockholders, and our stockholders would be free to reject the merger by voting against the merger for any reason, including if a higher offer were to be made prior to the special meeting (subject to payment of up to $15 million in expenses reimbursement if the merger agreement is terminated because the special meeting has concluded and the requisite vote of our stockholders to approve the merger has not been obtained and in certain cases payment of a $86 million termination fee).
|
|
•
|
the impact of the Covid-19 pandemic on the Company’s earnings and prospects during the period prior to entry into the merger agreement and the effect of that impact on the valuations ascribed to the Company by participants in its strategic review process relative to potential valuations that might be achieved and in the event the Covid-19 pandemic, or its impact on the office real estate industry, recedes over time;
|
|
•
|
the fact that, following the merger, Columbia will no longer exist as an independent public company and our existing stockholders will not participate in our future earnings or growth, including any earnings or growth that may be realized in the event the Covid-19 pandemic, or its impact on the office real estate industry, diminishes in the future; the fact that the mergers might not be consummated in a timely manner or at all, due to a failure of the conditions to the closing of the mergers;
|
|
•
|
the fact that during the Company’s strategic review process, it had received indications of interest from two potential counterparties, including Arkhouse, in excess of the merger consideration of $19.30 per share; however, Arkhouse did not propose a transaction that included committed financing and the other counterparty had decreased its offer and subsequently determined not to pursue a transaction with the Company;
|
|
•
|
our inability to solicit competing acquisition proposals and the possibility that the $86 million termination fee payable by us upon the termination of the merger agreement under certain circumstances could discourage other potential bidders from making a competing bid to acquire us;
|
|
•
|
the restrictions on the conduct of our business prior to the completion of the mergers, which could delay or prevent us from undertaking business opportunities that may arise pending completion of the mergers;
|
|
•
|
the fact that the announcement and pendency of the transactions contemplated by the merger agreement, the failure to complete the mergers and/or actions that Columbia may be required, or Parent may be permitted, to take under the merger agreement could have an adverse impact on our existing and prospective business relationships with tenants and other third parties and on our employees;
|
|
•
|
the fact that an all-cash merger would be taxable to our shareholders for U.S. federal income tax purposes;
|
|
•
|
the fact that, under Maryland law and Columbia’s charter, our stockholders are not entitled to appraisal rights, dissenters’ rights or similar rights of an objecting shareholder in connection with the merger;
|
|
•
|
the significant costs involved in connection with entering into the merger agreement and completing the mergers and the substantial time and effort of management required to consummate the mergers and related disruptions to the operation of our business; and
|
|
•
|
the fact that some of our directors and executive officers have interests in the mergers that are different from, or in addition to, our stockholders generally (see “— Interests of Our Directors and Executive Officers in the Mergers”).
|
|
|
| |
12 Months Ending
|
|||||||||||||||
|
|
| |
12/31/21
|
| |
12/31/22
|
| |
12/31/23
|
| |
12/31/24
|
| |
12/31/25
|
| |
12/31/26
|
|
Property Cash NOI(2)
|
| |
$200.5
|
| |
$192.6
|
| |
$213.6
|
| |
$263.6
|
| |
$264.9
|
| |
$286.8
|
|
Adjusted EBITDA(3)
|
| |
$185.0
|
| |
$199.4
|
| |
$217.8
|
| |
$247.8
|
| |
$240.3
|
| |
$259.2
|
|
Normalized FFO per Share(4)
|
| |
$1.26
|
| |
$1.30
|
| |
$1.35
|
| |
$1.50
|
| |
$1.37
|
| |
$1.50
|
|
AFFO per Share(5)
|
| |
$0.80
|
| |
$0.67
|
| |
$0.74
|
| |
$1.16
|
| |
$0.99
|
| |
$1.19
|
|
Weighted Average Share Count(6)
|
| |
118.0
|
| |
118.2
|
| |
118.4
|
| |
118.5
|
| |
118.7
|
| |
118.9
|
|
Unlevered Free Cash Flow(7)
|
| |
150.0
|
| |
(107.9)
|
| |
(66.8)
|
| |
138.5
|
| |
142.8
|
| |
184.0
|
|
(1)
|
Amounts in millions, except per share amounts.
|
|
(2)
|
Property Cash NOI is defined as lease revenues, plus other property income, less property operating costs.
|
|
(3)
|
Adjusted EBITDA is defined as Property Cash NOI, plus: (i) management fee income, net, (ii) corporate general and administrative expenses, (iii) straight-line rental income and (iv) the net effect of above (below) market lease amortization.
|
|
(4)
|
Funds From Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts, represents net income (computed in accordance with GAAP), plus depreciation of real estate assets and amortization of lease-related costs, excluding gains (losses) on sales of real estate and impairment losses on real estate assets. Normalized FFO is defined as FFO adjusted for certain items that are not reflective of our core operations, including (i) strategic review costs and (ii) OP unit amortization expense.
|
|
(5)
|
Adjusted FFO (“AFFO”) represents Normalized FFO, adjusted to exclude: (i) straight-line rental income, (ii) the net effect of above (below) market lease amortization, (iii) stock-based compensation expense, (iv) non-cash interest expense and (v) non-cash operating lease expense; and adjusted to include the effect of (a) strategic review costs and (b) maintenance capital expenditures. Maintenance capital expenditures includes expenditures incurred to maintain the building structure and functionality and to lease space at our properties in their current condition, and excludes capital for recent acquisitions, first-generation leasing and all other types of investment capital.
|
|
(6)
|
Includes Company OP Series A Preferred Units.
|
|
(7)
|
Unlevered Free Cash Flow is defined as Adjusted EBITDA adjusted to include the effect of capital expenditures and net acquisitions; and adjusted to exclude straight-line rental income and the net effect of above (below) market lease amortization.
|
|
•
|
reviewed certain publicly available financial statements and other business and financial information of Columbia;
|
|
•
|
reviewed certain internal financial statements and other financial and operating data concerning Columbia;
|
|
•
|
reviewed the Columbia Projections;
|
|
•
|
discussed the past and current operations and financial condition and the prospects of Columbia with our senior executives;
|
|
•
|
reviewed the reported prices and trading activity for our common stock;
|
|
•
|
compared our financial performance and the prices and trading activity of our common stock with that of certain other publicly-traded companies comparable with Columbia, and their respective securities;
|
|
•
|
reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;
|
|
•
|
participated in certain discussions and negotiations among representatives of Columbia and Parent and certain other parties and their financial and legal advisors;
|
|
•
|
reviewed the merger agreement and the draft JV Sale Agreement, in each case, substantially in the form of the drafts dated September 4, 2021, and the draft equity financing and debt commitment letters (the “Commitment Letters”), in each case, substantially in the form of the drafts dated September 5, 2021, and certain related documents; and
|
|
•
|
performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.
|
|
Research Analyst Price Targets
|
| |
Per Share Merger Consideration
|
|
$18.00 to $19.50
|
| |
$19.30
|
|
Research Analyst NAV Per Share Estimates
|
| |
Per Share Merger Consideration
|
|
$20.60 to $25.98
|
| |
$19.30
|
|
|
| |
Range
|
| |
Implied Per Share
Equity Value Range
|
||||||
|
|
| |
Low
|
| |
High
|
| |
Low
|
| |
High
|
|
Price / 2022E FFO
|
| |
12.3x
|
| |
14.3x
|
| |
$15.79
|
| |
$18.36
|
|
Price / 2022E AFFO
|
| |
17.2x
|
| |
19.2x
|
| |
$18.55
|
| |
$20.71
|
|
Premium / Discount to the mean Street consensus estimated NAV
|
| |
(36)%
|
| |
(26)%
|
| |
$14.55
|
| |
$16.81
|
|
Premium / Discount to our management’s estimated NAV
|
| |
(36)%
|
| |
(26)%
|
| |
$15.46
|
| |
$17.86
|
|
Implied Capitalization Rate
|
| |
6.5%
|
| |
6.0%
|
| |
$17.57
|
| |
$19.69
|
|
Implied Per Share Equity Value Reference Range
|
| |
Per Share Merger Consideration
|
|
$14.55 to $20.71
|
| |
$19.30
|
|
Implied Per Share Equity Value Reference Range
|
| |
Per Share Merger Consideration
|
|
$18.55 to $22.76
|
| |
$19.30
|
|
Implied Per Share Equity Value Reference Range
|
| |
Per Share Merger Consideration
|
|
$16.75 to $21.14
|
| |
$19.30
|
|
Transaction
Announcement Date
|
| |
Target
|
| |
Acquiror
|
|
March 2019
|
| |
TIER REIT, Inc.
|
| |
Cousins Properties Incorporated
|
|
July 2018
|
| |
Forest City Realty Trust, Inc.
|
| |
Brookfield Asset Management Inc.
|
|
June 2017
|
| |
Parkway, Inc.
|
| |
Canada Pension Plan Investment Board
|
|
June 2017
|
| |
First Potomac Realty Trust
|
| |
Government Properties Income Trust
|
|
April 2016
|
| |
Parkway Properties, Inc.
|
| |
Cousins Properties Incorporated
|
|
September 2013
|
| |
Thomas Properties Group, Inc.
|
| |
Parkway Properties, Inc.
|
|
April 2013
|
| |
MPG Office Trust, Inc.
|
| |
Brookfield Office Properties Inc.
|
|
November 2012
|
| |
Mission West Properties, Inc.
|
| |
Divco West Acquisitions, LLC / TPG Capital L.P.
|
|
November 2007
|
| |
American Financial Realty Trust
|
| |
Gramercy Capital Corp.
|
|
July 2007
|
| |
Republic Property Trust
|
| |
Liberty Property Trust
|
|
May 2007
|
| |
Crescent Real Estate Equities Company
|
| |
Morgan Stanley Real Estate
|
|
November 2006
|
| |
Equity Office Properties Trust
|
| |
The Blackstone Group
|
|
November 2006
|
| |
Columbia Equity Trust, Inc.
|
| |
JP Morgan Chase Bank, N.A.
|
|
Transaction
Announcement Date
|
| |
Target
|
| |
Acquiror
|
|
August 2006
|
| |
Glenborough Realty Trust Incorporated
|
| |
Morgan Stanley Real Estate
|
|
August 2006
|
| |
Reckson Associates Realty Corp.
|
| |
SL Green Realty Corp./Reckson Management/Marathon Asset Management, LLC
|
|
June 2006
|
| |
Trizec Properties, Inc.
|
| |
Brookfield Properties Corporation /
The Blackstone Group
|
|
March 2006
|
| |
CarrAmerica Realty Corporation
|
| |
The Blackstone Group
|
|
December 2005
|
| |
Arden Realty, Inc.
|
| |
General Electric Corporation
|
|
October 2005
|
| |
Prentiss Properties
|
| |
Brandywine Realty Trust / The Prudential Insurance Company of America
|
|
June 2005
|
| |
CRT Properties, Inc.
|
| |
DRA Advisors LLC
|
|
January 2004
|
| |
Great Lakes REIT
|
| |
Aslan Realty Partners II, L.P.
|
|
August 2001
|
| |
Oxford Properties Group
|
| |
Ontario Municipal Employees Retirement System
|
|
Implied Per Share Equity Value Reference Range
|
| |
Per Share Merger Consideration
|
|
$16.77 to $18.52
|
| |
$19.30
|
|
Implied Per Share Equity Value Reference Range
|
| |
|
|||
|
Highly Levered Buyer
|
| |
Core-Plus Buyer
|
| |
Per Share Merger Consideration
|
|
$14.65 to $17.43
|
| |
$17.25 to $20.44
|
| |
$19.30
|
|
52 Weeks Ending
September 3, 2021
(excluding the
period following
March 12, 2021)
|
| |
52 Weeks Ending
September 3, 2021
(including the
period following
March 12, 2021)
|
| |
30-Trading Day
Period Ending
March 12, 2021
|
| |
90-Trading Day
Period Ending
March 12, 2021
|
| |
Per Share Merger
Consideration
|
|
$10.11 to $15.41
|
| |
$10.11 to $19.49
|
| |
$14.37
|
| |
$13.96
|
| |
$19.30
|
|
•
|
pay our stockholders the amounts due to them under the merger agreement;
|
|
•
|
pay holders of partnership common units and partnership preferred units the amounts due to them under the merger agreement;
|
|
•
|
make payments in respect of equity or other incentive compensation obligations to be paid in connection with the transactions contemplated by the merger agreement;
|
|
•
|
refinance, terminate, discharge or pay off certain existing indebtedness as contemplated by the merger agreement; and
|
|
•
|
pay related costs and expenses of the mergers,
|
|
•
|
equity financing in the amount up to $1.32 billion to be provided by the Sponsors pursuant to the equity commitment letter described below;
|
|
•
|
debt financing in the amount up to $2.504 billion to be provided by the Lenders (defined below) pursuant to the debt commitment letter described below;
|
|
•
|
proceeds from the JV Sale transaction pursuant to the JV Sale Agreement described below; and
|
|
•
|
our available cash on the closing date of the mergers.
|
|
•
|
if the parties have been unable to successfully complete each Lender’s customary know-your-customer due diligence, anti-financial crime compliance approvals and client on-boarding procedures, and the applicable Lender has given notice of such failure at least thirty (30) days prior to the anticipated closing date (however, the Lenders will have at least sixty (60) days after the date of the debt commitment letter to complete such diligence before being required to deliver notice of such failure);
|
|
•
|
the Lenders’ commitment expires on January 7, 2022, subject to the option of Parent, in its sole discretion (subject to the payment of certain fees), to exercise up to two 30-day extension periods;
|
|
•
|
the Lenders’ commitment will terminate upon the filing of any petition of bankruptcy, insolvency or reorganization by or against the Sponsor, Parent, any guarantor under the loan documents or any direct or indirect subsidiary of Parent or the Sponsor holding a direct or indirect interest in any borrower (however, if any there is a petition of bankruptcy, insolvency or reorganization with respect to any Borrower, the Lenders’ commitment will not be terminated if 100% of the loan amount allocated to the Property or Properties owned by the relevant Borrower has been reserved in the form of cash or a letter of credit and such Borrower and Property or Properties are separated from the other Borrowers and Properties in accordance with the debt commitment letter); and
|
|
•
|
if the principal amount of the loans has been reduced, due to provisions in the debt commitment letter permitting the principal amount of the loans to be decreased to account for special reserves or other factors, in an amount in excess of $500 million.
|
|
•
|
the accuracy in all material respects of Sponsor and Property-level financial statements and rent rolls;
|
|
•
|
no material adverse effect (as defined in the merger agreement) having occurred;
|
|
•
|
no event or condition having occurred which would give Parent the right to terminate its obligations under the merger agreement;
|
|
•
|
entry into loan documents reasonably satisfactory to the Lenders, Borrower and Sponsor, as applicable;
|
|
•
|
the accuracy of certain specified representations and warranties in the merger agreement and the loan documents;
|
|
•
|
the Loans must be secured by first mortgages or deeds of trust on the Borrowers’ fee and/or leasehold interest in the Property, personal property and fixtures and, in the case of any mezzanine loans, pledges of equity interests, as well as collateral assignments of operation licenses, leases, management agreements and other agreements relating to the Property (and, to the extent a material portion of any Property is a leasehold interest, the ground lease must contain financeability provisions satisfactory to rating agencies and to the Lenders and satisfactory estoppel letters must be provided);
|
|
•
|
the Loans must satisfy minimum appraised value, underwritten net cash flow and loan to value ratio levels as set forth in the debt commitment letter; and
|
|
•
|
the organizational documents of the Borrowers and their appropriate constituent entities must satisfy applicable rating agency requirements, including single purpose provisions and separateness covenants, and the Borrowers must deliver bankruptcy remoteness and non-consolidation opinions satisfactory to the Lenders and in accordance with rating agency requirements.
|
|
•
|
The relevant price per share of our common stock is $19.30, which is the per share merger consideration;
|
|
•
|
The effective time as referenced in this section occurs on October 1, 2021, which is the assumed date of the effective time solely for purposes of the disclosure in this section; and
|
|
•
|
The employment of each of our named executive officers was terminated by Columbia without “cause” or due to the named executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the merger and on the assumed date of the effective time of October 1, 2021.
|
|
•
|
cash severance in an amount equal to the product of: (1) a “severance multiple,” equal to 3.0 for the Chief Executive Officer, 2.0 for the Chief Financial Officer, 1.5 for the Chief Investment Officer, and 1.0 for other
|
|
•
|
continuation of medical benefits comparable to Columbia’s other executives for a period of years equal to the severance multiple.
|
|
•
|
The relevant price per share of our common stock is $19.30, which is the per share merger consideration;
|
|
•
|
The effective time as referenced in this section occurs on October 1, 2021, which is the assumed date of the effective time solely for purposes of the disclosure in this section; and
|
|
•
|
The employment of each of our named executive officers was terminated by the Surviving Company without “cause” or due to the officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the effective time and on the assumed date of the effective time of October 1, 2021.
|
|
Named Executive Officer
|
| |
Cash ($)(1)
|
| |
Equity($)(2)
|
| |
Perquisites
/ Benefits($)(3)
|
| |
Total ($)
|
|
E. Nelson Mills
|
| |
5,981,736
|
| |
11,753,362
|
| |
64,438
|
| |
17,799,536
|
|
James A. Fleming
|
| |
3,171,001
|
| |
3,507,616
|
| |
42,959
|
| |
6,721,575
|
|
Jeffrey K. Gronning
|
| |
2,583,106
|
| |
6,092,718
|
| |
47,102
|
| |
8,722,925
|
|
Kevin A. Hoover
|
| |
1,445,407
|
| |
1,586,373
|
| |
31,401
|
| |
3,063,182
|
|
Wendy W. Gill
|
| |
1,070,921
|
| |
1,427,245
|
| |
31,401
|
| |
2,529,567
|
|
(1)
|
Cash. Consists of (a) cash severance equal to the product of (i) 3.0 for the Chief Executive Officer, 2.0 for the Chief Financial Officer, 1.5 for the Chief Investment Officer, and 1.0 for other named executive officers and (ii) the sum of: (A) the named executive officer’s base salary; and (B) the average of the actual annual cash incentive compensation received by the named executive officer during the prior three years (or such shorter period, as applicable); and (b) a prorated annual bonus payment pursuant to the terms of the merger agreement (assumed to equal target performance for purposes of this quantification). The cash severance described in clause (a) is “double trigger” and becomes payable only upon a qualifying termination of employment following a change in control of Columbia under the terms of the Severance Plan (see “Interests of Our Directors and Executive Officers in the Merger—Severance Plan”). The prorated bonus payments described in clause (b) are “single trigger” and become payable upon the closing of the merger. The estimated amount of each such payment is shown in the following table:
|
|
Named Executive Officer
|
| |
Severance ($)
|
| |
Prorated Bonus ($)
|
| |
Total ($)
|
|
E. Nelson Mills
|
| |
5,343,654
|
| |
638,082
|
| |
5,981,736
|
|
James A. Fleming
|
| |
2,645,521
|
| |
525,479
|
| |
3,171,001
|
|
Jeffrey K. Gronning
|
| |
2,020,092
|
| |
563,014
|
| |
2,583,106
|
|
Kevin A. Hoover
|
| |
1,043,791
|
| |
401,616
|
| |
1,445,407
|
|
Wendy W. Gill
|
| |
792,567
|
| |
278,354
|
| |
1,070,921
|
|
(2)
|
Equity. Includes accelerated vesting at the effective time of restricted share awards and performance unit awards, which is a “single trigger” benefit. The value of the performance unit awards is estimated assuming achievement of the applicable performance goals at the target level. For further details regarding the treatment of Columbia equity awards in connection with the merger, see “Interests of Our Directors and Executive Officers in the Merger—Treatment of Outstanding Equity Awards”. The estimated value of such awards are shown in the following table:
|
|
Named Executive Officer
|
| |
Restricted Share
Awards ($)
|
| |
Performance
Share Awards
($)
|
| |
Unvested
Company OP
Series A
Preferred Units
|
| |
Total ($)
|
|
E. Nelson Mills
|
| |
3,528,667
|
| |
8,224,695
|
| |
N/A
|
| |
11,753,362
|
|
James A. Fleming
|
| |
1,056,207
|
| |
2,451,409
|
| |
N/A
|
| |
3,507,616
|
|
Jeffrey K. Gronning
|
| |
564,018
|
| |
1,638,531
|
| |
3,890,168
|
| |
6,092,718
|
|
Kevin A. Hoover
|
| |
690,641
|
| |
895,732
|
| |
N/A
|
| |
1,586,373
|
|
Wendy W. Gill
|
| |
709,227
|
| |
718,018
|
| |
N/A
|
| |
1,427,245
|
|
(3)
|
Perquisites/Benefits. Consists of the estimated value of continuation of medical benefits coverage for each named executive officer for the period equal to such named executive officer’s severance multiple under the Severance Plan. Such benefits are “double trigger” and are provided only upon a qualifying termination of employment following a change in control of Columbia (see “Interests of Our Directors and Executive Officers in the Merger—Severance Plan”). The estimated value of such benefits is shown in the following table:
|
|
Named Executive Officer
|
| |
Welfare Benefits ($)
|
|
E. Nelson Mills
|
| |
64,438
|
|
James A. Fleming
|
| |
42,959
|
|
Jeffrey K. Gronning
|
| |
47,102
|
|
Kevin A. Hoover
|
| |
31,401
|
|
Wendy W. Gill
|
| |
31,401
|
|
•
|
an individual citizen or resident of the United States;
|
|
•
|
a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof, or the District of Columbia;
|
|
•
|
a trust (1) the administration of which is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (as defined under the Code) who have the authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or
|
|
•
|
an estate the income of which is subject to U.S. federal income tax regardless of its source.
|
|
•
|
the organization, valid existence, good standing, qualification to do business and power and authority to own, lease and operate its properties and assets and to carry on the businesses of each of Columbia and its subsidiaries;
|
|
•
|
Columbia’s articles of incorporation and bylaws;
|
|
•
|
Columbia’s subsidiaries, their jurisdiction of organization or incorporation and their compliance with the terms of their organizational documents;
|
|
•
|
the capital structure and indebtedness, and the absence of restrictions or encumbrances with respect to the equity interests, of each of Columbia, Company OP and their subsidiaries;
|
|
•
|
Columbia’s and Company OP’s power and authority to execute and deliver the merger agreement, and, subject to the approval of our stockholders, to consummate the transactions contemplated by the merger agreement;
|
|
•
|
the enforceability of the merger agreement against Columbia and Company OP;
|
|
•
|
the absence of conflicts with, or violations of, laws or organizational documents and the absence of any consents under, conflicts with or defaults under contracts to which Columbia, Company OP or any of their subsidiaries is a party, in each case as a result of Columbia or Company OP executing, delivering, performing and consummating the transactions contemplated by the merger agreement;
|
|
•
|
approvals of, filings with or notices to governmental entities required in connection with entering into, performing or consummating the transactions contemplated by the merger agreement;
|
|
•
|
our SEC filings since December 31, 2018 and the financial statements contained in those filings;
|
|
•
|
the financial statements of each of Columbia and Company OP, as well as Normandy Real Estate Fund III, LP, Normandy Real Estate Fund IV, LP and Normandy Opportunity Zone Fund, LP (collectively, the “Normandy Funds”);
|
|
•
|
our internal controls over financial reporting and disclosure controls and procedures;
|
|
•
|
the absence of liabilities required to be recorded on a balance sheet under GAAP since June 30, 2021;
|
|
•
|
Columbia’s and its subsidiaries’ compliance with laws and regulations;
|
|
•
|
possession of, and compliance with, permits necessary for Columbia and our subsidiaries to own, lease and operate our and our subsidiaries’ properties and assets and to carry on and operate Columbia’s and its subsidiaries’ businesses as currently conducted;
|
|
•
|
environmental matters affecting Columbia and its subsidiaries;
|
|
•
|
our and our subsidiaries’ employee benefit plans;
|
|
•
|
labor matters affecting Columbia and its subsidiaries;
|
|
•
|
the absence of a material adverse effect (as described below), the conduct of our business in all material respects in the ordinary course of business consistent with past practice and the absence of certain other changes since December 31, 2020 through the date of the merger agreement;
|
|
•
|
actions, suits, claims, hearings, arbitrations, litigation or other proceedings involving Columbia or its subsidiaries;
|
|
•
|
the accuracy of the information supplied by us in this proxy statement;
|
|
•
|
tax matters affecting Columbia and its subsidiaries;
|
|
•
|
real property currently or historically owned and leased by Columbia and its subsidiaries and Columbia’s and its subsidiaries’ leases;
|
|
•
|
intellectual property owned by Columbia and its subsidiaries and other intellectual property matters;
|
|
•
|
the receipt by our board of directors of a fairness opinion from Morgan Stanley to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the merger consideration to be received by the holders of shares of our common stock pursuant to the merger agreement was fair from a financial point of view to such holders of shares of our common stock;
|
|
•
|
Columbia’s and its subsidiaries’ material contracts and the absence of any breach or violation of the terms of such material contracts;
|
|
•
|
the absence of any investment banker, broker or finder fees, other than those payable to our financial advisors in connection with the transactions contemplated by the merger agreement;
|
|
•
|
the exemption of the mergers and the merger agreement from the requirements of any anti-takeover or similar law;
|
|
•
|
Columbia’s and its subsidiaries’ insurance policies;
|
|
•
|
the advisory contracts, compliance procedures and compliance matters, clients and other matters relating to Columbia Real Estate Management, LLC and certain other persons; and
|
|
•
|
certain affiliated transactions.
|
|
•
|
any changes or developments in domestic, foreign or global markets or domestic, foreign or global economic conditions generally, including (1) any changes or developments in or affecting the domestic or any foreign securities, equity, credit or financial markets or (2) any changes or developments in or affecting domestic or any foreign interest or exchange rates;
|
|
•
|
actual, proposed or pending changes in GAAP or any official interpretation or enforcement thereof;
|
|
•
|
actual, proposed or pending changes in law or any changes or developments in the official interpretation or enforcement thereof by governmental entities, including any changes in laws relating to taxes;
|
|
•
|
changes in domestic, foreign or global political conditions, including the outbreak or escalation of war, military actions, or acts of terrorism or sabotage, civil disobedience or civil unrest, protests and public demonstrations (including any escalation or general worsening thereof) and any government responses thereto, including any worsening of such conditions threatened or existing on the date of the merger agreement;
|
|
•
|
changes or developments in the business or regulatory conditions affecting the industries in which Columbia or any of its subsidiaries operate;
|
|
•
|
the announcement or the existence of, or compliance with or performance under the merger agreement or the transactions contemplated hereby (including the impact thereof on the relationships, contractual or otherwise, of Columbia or any of its subsidiaries with employees, financing sources, tenants, ground lessors, lenders, servicers, agents, customers, suppliers, partners, governmental entities or other business relationships) or any litigation alleging breach of duty relating to entry into the merger agreement or the transactions contemplated hereby, or breach of duty or violation of law resulting from compliance with, or performance under, the merger agreement or the transactions contemplated hereby;
|
|
•
|
weather conditions, acts of God (including storms, earthquakes, hurricanes, tornados, floods or other natural disasters);
|
|
•
|
any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar applicable law, directive, guidelines or recommendations promulgated by any governmental entity (collectively, “Covid-19 Measures”), in each case, in connection with or in response or relating to Covid-19 and pandemics (including SARS-CoV-2 or Covid-19, any evolutions or mutations thereof or related or associated or new epidemics, pandemics or disease outbreaks);
|
|
•
|
changes resulting or arising from the identity of, or any facts or circumstances specific to, the Parent, Merger Sub or any of their affiliates;
|
|
•
|
any matter set forth in Columbia’s disclosure schedules;
|
|
•
|
a decline in the trading price or trading volume of Columbia’s common stock or any change in the ratings or ratings outlook for Columbia or any of its subsidiaries, or the failure to meet any (whether internal, external or public) projections, guidance, budgets, forecasts, milestones, predictions or estimates (provided that the underlying causes thereof may be considered in determining whether a “material adverse effect” has occurred if not otherwise excluded hereunder);
|
|
•
|
any action taken or omitted to be taken by Columbia or any of its subsidiaries at the written request of Parent or as required or expressly contemplated by the merger agreement; or
|
|
•
|
the failure to obtain any approvals or consents from any governmental entity in connection with the transactions contemplated by the merger agreement;
|
|
•
|
their organization, valid existence, good standing, qualification to do business and power and authority to own, lease and operate its properties and assets and to carry on their businesses;
|
|
•
|
their power and authority to execute and deliver the merger agreement and to consummate the transactions contemplated by the merger agreement;
|
|
•
|
the enforceability of the merger agreement against them;
|
|
•
|
the absence of conflicts with, or violations of, laws or organizational or governing documents and the absence of any consents under, conflicts with or defaults under contracts to which they are a party, in each case as a result of their executing, delivering and performing under or consummating the transactions contemplated by, the merger agreement;
|
|
•
|
approvals of, filings with, or notices to, governmental entities required in connection with entering into, performing or consummating the transactions contemplated by the merger agreement;
|
|
•
|
the absence of any action, suit, claim, hearing, arbitration, litigation or other proceeding against them that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent or Merger Sub’s ability to timely consummate the transactions contemplated by the merger agreement (which we refer to as a “parent material adverse effect”);
|
|
•
|
the accuracy of the information supplied by them in this proxy statement;
|
|
•
|
the absence of any investment banker, broker or finder fees by us or any of our affiliates or our or our affiliates’ respective stockholders in connection with the mergers based upon arrangements made by and on behalf of them;
|
|
•
|
Parent’s financing in connection with the transactions contemplated by the merger agreement, including the financing commitment letters delivered by Parent to us and the availability of cash, on the basis described in the merger agreement, sufficient for the satisfaction of all of Parent and Merger Sub’s payment obligations under the merger agreement;
|
|
•
|
the solvency of the Surviving Company and the Surviving Partnership following the consummation of the mergers;
|
|
•
|
the guaranty executed by funds managed by the PIMCO Funds in respect of the parent termination fee;
|
|
•
|
the absence of any contracts, undertakings, commitments, agreements, obligations or understandings between Parent, Merger Sub and certain other parties, on the one hand, and certain related parties of Columbia, on the other hand, relating to Columbia, the transactions contemplated by the merger agreement or to the operations of the Surviving Company after the merger effective time; and
|
|
•
|
ownership of Company common stock or securities of subsidiaries of Columbia by Parent, Merger Sub and certain other parties.
|
|
•
|
conduct our business in all material respects in the ordinary course consistent with past practice;
|
|
•
|
maintain and preserve intact our business organization, and maintain our existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants;
|
|
•
|
maintain our material assets and properties in their current condition in all material respects (normal wear and tear and damage caused by casualty or by any reason outside our and our subsidiaries’ reasonable control excepted);
|
|
•
|
maintain all material insurance policies in all material respects, subject to ordinary expirations, renewals and replacements; and
|
|
•
|
maintain our status as a REIT under the Code.
|
|
•
|
amend our organizational documents or the organizational documents of Company OP or any of our or Company OP’s respective subsidiaries;
|
|
•
|
split, combine or reclassify any capital stock, voting securities or other equity interests of the Company;
|
|
•
|
make, authorize, declare or pay any dividend, or make any other distribution on, or redeem, purchase or otherwise acquire, any shares of capital stock, or any other securities or obligations convertible into or exchangeable for any shares of capital stock, except (1) for any such transactions solely among the Company and our wholly owned subsidiaries or among our wholly owned subsidiaries, (2) for (A) the payment of dividends or distributions declared prior to the date of the merger agreement not to exceed $0.21 per share or unit, and (B) pursuant to specified provisions of the merger agreement described under “—Certain Dividends,” (3) in connection with the vesting of equity awards outstanding on the date of the merger agreement in accordance with their terms, (4) as may be reasonably necessary to maintain REIT status under the Code or (5) as may be required in the ordinary course of business with respect to the Normandy Funds;
|
|
•
|
grant any equity awards or other equity-based awards or interests, or grant any individual, corporation or other entity any right to acquire shares of capital stock;
|
|
•
|
issue or sell additional shares of capital stock or securities convertible or exchangeable into, or exercisable for, shares of capital stock or any options, warrants or other rights to acquire any shares of capital stock, except (1) pursuant to the due exercise, vesting and/or settlement of our equity awards outstanding as of the date of the merger agreement in accordance with their terms, (2) in connection with the exchange of Company OP Common Units or the conversion of the Company OP Series A Preferred Units outstanding on the date of the merger agreement, (3) in transactions solely among the Company and our subsidiaries or among our subsidiaries or (4) as may be undertaken with respect to the Normandy Funds in the ordinary course of business;
|
|
•
|
merge or consolidate, or adopt a plan of liquidation, dissolution, merger, consolidation or other reorganization other than any mergers, consolidations or reorganizations solely among the Company and our subsidiaries or solely among our subsidiaries;
|
|
•
|
incur, assume or guarantee indebtedness or issue debt securities, except for (1) indebtedness for borrowed money among us and/or our subsidiaries or among our subsidiaries, (2) guarantees by us of indebtedness for borrowed money of our subsidiaries or guarantees by our subsidiaries of our indebtedness for borrowed money or that of any of our subsidiaries and (3) indebtedness incurred in the ordinary course pursuant to existing credit agreements;
|
|
•
|
sell, pledge, dispose of, transfer, lease, license, abandon, allow to lapse, assign or encumber any of its material properties or material assets, except (1) in connection with any transaction solely between or among the Company and our wholly owned subsidiaries or (2) sales, leases or dispositions made in the ordinary course of business;
|
|
•
|
acquire, make a binding offer to acquire, or commit to acquire any material equity interest in or material properties or assets of any third person, other than acquisitions by the Normandy Funds in the ordinary course of business;
|
|
•
|
except as required by any of our benefit plans as in effect on the date of the merger agreement, (1) establish, adopt, materially amend or terminate any benefit plans, except for amendments or terminations in the ordinary course of business that do not materially increase costs, (2) increase the compensation or benefits of any current or former directors or employees, except for increases in the ordinary course of business consistent with past practices, (3) pay or award, or commit to pay or award, any bonuses or incentive compensation to any current or former directors or employees, other than in the ordinary course of business, (4) enter into any new severance, change-in-control and retention compensation arrangements with any current or former directors, employees or other service providers, including allowing any new employees to become eligible participants in our employee change of control severance protection plan or executive change of control severance protection plan, (5) accelerate any rights or benefits under our benefit plans, (6) accelerate the time of vesting or payment of any award under our benefit plans, (7) other than in the ordinary course of business, fund or secure the payment of compensation or benefits under our benefit plans, (8) hire any new employee, other than to replace employees who terminate employment following the date of the merger agreement upon similar terms as the employee being replaced, other than severance protections, (9) promote or terminate the employment (other than for cause) of any employee at the level of senior vice president or above or whose total annual compensation opportunity is equal to or exceeds $250,000 or (10) enter into or amend any collective bargaining agreement or similar agreement;
|
|
•
|
settle or compromise any claims arising out of legal proceedings, other than (after taking into account insurance coverage maintained by us or our subsidiaries) for less than $1 million in the aggregate (except for claims arising out of legal proceedings in respect of taxes);
|
|
•
|
make or change any material tax election, settle or compromise any material tax claim or assessment by any governmental entity, change any material accounting method with respect to taxes, enter into any closing agreement with a taxing authority or surrender any right to claim a refund of a material amount of taxes, subject to certain exceptions;
|
|
•
|
implement or adopt any material change in financial accounting principles or methods, other than as may be required by GAAP or applicable law or any governmental entity;
|
|
•
|
enter into, amend or modify any tax protection agreement;
|
|
•
|
take any action, or fail to take any action, that would reasonably be expected to cause us to fail to qualify as a REIT or any of our subsidiaries to cease to be treated as a partnership, disregarded entity, REIT, “taxable REIT subsidiary” or “qualified REIT subsidiary” for U.S. federal tax purposes, as the case may be;
|
|
•
|
make or authorize, or commit to make or authorize, any capital expenditure, except for (1) capital expenditures not in excess of, in the aggregate, those contemplated by the capital expenditure budget set forth on the disclosure schedules delivered in connection with the merger agreement, plus, in the aggregate, $5 million, and (2) capital expenditures made, authorized or committed by the Normandy Funds in the ordinary course of business;
|
|
•
|
except in the ordinary course of business, (1) enter into any (A) material contract or (B) lease, sublease or occupancy agreement related to certain properties set forth on the disclosure schedules delivered in connection with the merger agreement or (2) materially modify, materially amend or terminate (other than expirations) any (A) material contract or (B) lease, sublease or occupancy agreement related to certain properties set forth on the disclosure schedules delivered in connection with the merger agreement or waive, release or assigns any material rights or material claims thereunder;
|
|
•
|
enter into any new material line of business; and
|
|
•
|
resolve or agree to take any of the actions described in the foregoing bullet points.
|
|
•
|
to allow time for the filing and dissemination of any supplemental or amended disclosure document that our board of directors has determined is required to be filed and disseminated under applicable law;
|
|
•
|
if as of the time that the special meeting is originally scheduled (as set forth in the proxy statement) there are insufficient shares of common stock represented to constitute a quorum necessary to conduct the business of the special meeting;
|
|
•
|
with the consent of Parent (not to be unreasonably withheld, conditioned or delayed), to allow additional solicitation of votes in order to obtain stockholder approval of the merger; or
|
|
•
|
to the extent we are obligated to do so under applicable law;
|
|
•
|
preparing and filing all forms, registrations and notifications required to be filed to consummate the mergers;
|
|
•
|
using reasonable best efforts to satisfy the conditions to consummating the mergers;
|
|
•
|
using reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, authorization, permit, order or approval of, waiver or any exemption by any governmental entity required to be obtained or made by Parent, Merger Sub, Company OP, Columbia or any of their respective affiliates in connection with the transactions, or the taking of any action, contemplated by the merger agreement, including the mergers;
|
|
•
|
defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging the merger agreement or the consummation of the transactions contemplated by the merger agreement, including the mergers; and
|
|
•
|
the execution and delivery of any reasonable additional instruments necessary to consummate the mergers and to fully carry out the purposes of the merger agreement.
|
|
•
|
permitting Parent, any other party or potential party to a Divestiture Transaction, or their respective representatives, to conduct reasonable and customary due diligence investigations with respect to any potential Divestiture Transaction, subject to such reasonable limitations as we may impose;
|
|
•
|
furnishing to Parent, any other party or potential party to a Divestiture Transaction, and their respective representatives relevant and readily available financial, operational and other information related to the relevant equity interests owned by Company OP, subject to confidentiality restrictions reasonably acceptable to us and certain other limitations; and
|
|
•
|
providing (and using commercially reasonable efforts to obtain) customary certificates and other customary closing documents as may be reasonably requested by Parent or any other party or potential party to a Divestiture Transaction;
|
|
•
|
solicit, initiate, or knowingly encourage (including by way of furnishing non-public information relating to us or our subsidiaries) or facilitate any proposal or offer or any inquiries regarding the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a company takeover proposal;
|
|
•
|
engage or participate in any discussions or negotiations regarding, or furnish to any other person any non-public information of us or our subsidiaries relating to or for the purpose of facilitating, any proposal or offer that constitutes, or would reasonably be expected to lead to, a company takeover proposal;
|
|
•
|
approve, recommend or enter into, or publicly propose to approve, recommend or enter into, any letter of intent, agreement, binding commitment or agreement in principle with respect to a company takeover proposal; or
|
|
•
|
propose or agree to do any of the foregoing;
|
|
•
|
a merger, reorganization, share sale, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving Columbia;
|
|
•
|
the acquisition by any person or group of persons (other than Parent, Merger Sub and their respective affiliates) of more than 20% of the assets of Columbia and its subsidiaries, on a consolidated basis (including securities of the subsidiaries of Columbia); or
|
|
•
|
the direct or indirect purchase or acquisition by, or tender or exchange offer from, any person or group of persons (other than Parent, Merger Sub and their respective affiliates) of more than 20% of the shares of Columbia common stock then issued and outstanding.
|
|
•
|
furnish information (including non-public information) with respect to the Company and our subsidiaries to the person that has made such company takeover proposal and its representatives (provided that,
|
|
•
|
engage in or otherwise participate in discussions or negotiations with the person making such company takeover proposal and its representatives regarding such company takeover proposal.
|
|
•
|
change, qualify, withhold, withdraw or modify, or authorize or resolve to or publicly propose to change, qualify, withhold, withdraw or modify, in each case, in any manner adverse to Parent, the Company Recommendation;
|
|
•
|
fail to include the Company Recommendation in this proxy statement;
|
|
•
|
approve or recommend to our stockholders a company takeover proposal;
|
|
•
|
in the event a company takeover proposal has been publicly announced or publicly disclosed, fail to publicly reaffirm the Company Recommendation within 10 business days of Parent’s written request to us to do so, which request may be made only once with respect to any such company takeover proposal, except that Parent may make an additional request after any material change in the terms of such company takeover proposal;
|
|
•
|
authorize, cause or permit us or any of our subsidiaries to enter into any letter of intent, agreement, binding commitment or agreement in principle with respect to any company takeover proposal (other than a confidentiality agreement entered into in accordance with the provisions described above under “— Restriction on Solicitation of Company Takeover Proposals”); or
|
|
•
|
agree or publicly propose to do any of the foregoing.
|
|
•
|
a material development or material change in circumstances has occurred or arisen after the date of the merger agreement that was not known to us as of the date of the merger agreement;
|
|
•
|
our board of directors has determined in good faith, after consultation with independent financial advisors and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary or statutory duties under applicable law of our board of directors;
|
|
•
|
we have given Parent at least four business days prior written notice of our intention to take such action specifying, in reasonable detail, the reasons therefor;
|
|
•
|
during such notice period, our board of directors has considered and, at the reasonable request of Parent, caused us to engage in good faith discussions regarding any revisions to the terms of the merger agreement proposed in writing by Parent; and
|
|
•
|
at the end of such notice period, our board of directors has again determined, after consultation with independent financial advisors and outside legal counsel and taking into account any revisions to the terms of the merger agreement proposed by Parent, that the failure to make a company adverse recommendation change would reasonably be expected to be inconsistent with the fiduciary or statutory duties under applicable law of our board of directors.
|
|
•
|
an unsolicited bona fide written company takeover proposal (that did not result from a material breach of the provisions described above under “—Restriction on Solicitation of Company Takeover Proposals”) is made to us by a third party;
|
|
•
|
our board of directors has determined in good faith, after consultation with independent financial advisors and outside legal counsel, that such company takeover proposal constitutes a superior proposal;
|
|
•
|
our board of directors has determined in good faith, after consultation with independent financial advisors and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary or statutory duties under applicable law of our board of directors;
|
|
•
|
we have given Parent at least four business days prior written notice of our intention to take such action, including the material terms and conditions of, and the identity of the person making, any such company takeover proposal that is the basis of the proposed action and we have contemporaneously provided to Parent a copy of the company takeover proposal and a copy of any proposed acquisition agreements (with any amendment to any material term of such company takeover proposal requiring a new written notice and new notice period, except that the four business day period referred to in this bullet point will instead be equal to the longer of (1) two business days or (2) the period remaining under the original four business day notice period immediately prior to the delivery of the new written notice);
|
|
•
|
during such notice period, our board of directors has considered and, at the reasonable request of Parent, caused us to engage in good faith discussions regarding any revisions to the terms of the merger agreement proposed in writing by Parent; and
|
|
•
|
at the end of such notice period, our board of directors again has determined, after consultation with independent financial advisors and outside legal counsel and taking into account any revisions to the terms of the merger agreement proposed by Parent, that the superior proposal would nevertheless continue to constitute a superior proposal if the revisions proposed by Parent were to be given effect, and that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary or statutory duties under applicable law of our board of directors.
|
|
•
|
provide the debt financing sources and their respective agents with historical financial statements and other pertinent financial information regarding the party and its subsidiaries;
|
|
•
|
cause members of senior management with appropriate seniority and expertise to participate during normal business hours in a reasonable number of meetings, lender presentations, due diligence sessions, and calls and meetings with prospective lenders, underwriters and ratings agencies in connection with syndication and marketing with respect to the debt financing, in each case, upon reasonable notice at mutually agreed times and places;
|
|
•
|
reasonably cooperate with the debt financing sources and their respective agents’ reasonable and customary due diligence requests;
|
|
•
|
provide customary and reasonable assistance in the preparation of customary bank information memoranda, lender presentations, offering memoranda, private placement memoranda (including under Rule 144A
|
|
•
|
provide customary and reasonable assistance in the preparation of pro forma financial statements and pro forma financial information; it being understood that Parent will be responsible for the preparation of any pro forma financial statements for the debt financing (including the preparation of any pro forma calculations, any post-closing or other pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments that may be included therein);
|
|
•
|
instruct our certified independent auditors to provide (1) customary consent to use of their audit reports in any materials relating to the debt financing, including SEC filings and offering memoranda that include or incorporate the party’s consolidated financial information and their reports thereon in accordance with normal customary practice and (2) customary comfort letters (including “negative assurances” comfort) with respect to historical financial information in connection with the debt financing relating to the Company and our subsidiaries in customary form;
|
|
•
|
provide customary certificates and other customary closing documents as may be reasonably requested in writing by the debt financing sources; provided that (1) none of the documents or certificates will be executed and/or delivered except in connection with the closing of the mergers and (2) no liability will be imposed on us or any of our subsidiaries or any of their respective officers or employees involved prior to the merger effective time;
|
|
•
|
cause the taking of corporate actions within the control of the party reasonably necessary to permit the completion of the debt financing; provided that (1) none of the documents or certificates will be executed and/or delivered except in connection with the closing of the mergers and (2) no liability will be imposed on us or any of our subsidiaries or any of their respective officers or employees involved prior to the merger effective time;
|
|
•
|
to the extent necessary or advisable, facilitate the pledging of collateral and executing and delivering customary pledge and security documents (and any other customary documents or instruments required for the creation and perfection of security interests in the collateral securing the debt financing) or other customary definitive financing documents reasonably requested by the debt financing sources (including customary guarantees and other deliverables), provided, however, that no obligation of any party or any of such party’s subsidiaries under any such agreement or instrument under this clause will be effective until the merger effective time;
|
|
•
|
so long as such information is reasonably requested at least 10 business days prior to the closing date of the mergers, provide, at least five business days prior to the closing date of the mergers, to the debt financing sources all documentation and other information with respect to the party and its subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and
|
|
•
|
provide such pertinent information reasonably requested, and updating such information, describing the party or its subsidiaries to be used in marketing or offering materials prepared in accordance with normal customary practice in connection with the debt financing such that, after giving effect to such updates, (1) such information, when taken as a whole, does not contain as of the time provided, any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made and (2) the financial statements and other financial information included in such updated information are sufficiently current pursuant to specified SEC rules to the extent applicable and permit the party’s independent auditors to issue a customary comfort letter, including customary “negative assurance” comfort (in accordance with normal practices and procedures).
|
|
•
|
pay any commitment or other fee, provide any security or incur any liability or obligation in connection with the debt financing or any other financing;
|
|
•
|
take or permit the taking of any action that would conflict with our organizational documents or the organizational documents of any of our subsidiaries;
|
|
•
|
take or permit the taking of any action that would reasonably be expected to conflict with, result in any material violation or breach of, or default (with or without lapse of time, or both) under, any applicable law or contracts of the Company or any of our subsidiaries;
|
|
•
|
provide access to or disclose information that we or any of our subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of our subsidiaries;
|
|
•
|
prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice;
|
|
•
|
pass resolutions or consents or approve or authorize the execution of or amendment of, or execute or amend, the debt financing or the definitive agreements relating to the debt financing or any agreement, document or instrument of any kind (other than any customary authorization letters), except for (1) resolutions or consents which are subject to the occurrence of the closing of the mergers passed by directors or officers continuing in their positions following such closing and (2) as provided in the obligation to provide certain closing documents subject to certain conditions as described above;
|
|
•
|
cause any director, officer or employee or stockholder of the Company or any of our subsidiaries to incur any personal liability;
|
|
•
|
take or permit the taking of any action that would cause any representation or warranty in the merger agreement to be breached by the Company or any of our subsidiaries; or
|
|
•
|
provide any cooperation that, in our reasonable opinion, would materially and adversely interfere with the ongoing operations of the Company and our subsidiaries.
|
|
•
|
giving Parent and its authorized representatives reasonable access to our and our subsidiaries’ personnel, properties, contracts, books and records and other information;
|
|
•
|
the filing of this proxy statement with the SEC, and cooperation in preparing this proxy statement and in responding to any comments received from the SEC on this proxy statement;
|
|
•
|
actions necessary to exempt the merger agreement and the transactions contemplated by the merger agreement from, or minimized, the effect of any applicable anti-takeover statutes;
|
|
•
|
consultation regarding any press releases or other public announcements with respect to the merger agreement or the transactions contemplated by the merger agreement;
|
|
•
|
the indemnification of our and our subsidiaries’ directors, officers and employees;
|
|
•
|
certain tax matters; and
|
|
•
|
notification of certain matters relating to the merger agreement and the transactions contemplated by the merger agreement.
|
|
•
|
the merger must be approved by the affirmative vote of the holders of our common stock entitled to cast a majority of all the votes entitled to be cast on the matter; and
|
|
•
|
no order by any governmental entity has been entered and continues to be in effect and no law has been adopted that remains in effect or be effective, in each case, that prevents, enjoins, prohibits or makes illegal the consummation of the mergers.
|
|
•
|
(1) except for certain of our representations regarding our organization, capitalization, corporate authority, absence of a material adverse effect and finders or brokers (the “Fundamental Company Representations”), our representations and warranties set forth in the merger agreement that are qualified by a “material adverse effect” qualification must be true and correct in all respects as so qualified at and as of the closing date as though made at and as of the closing date, (2) other than the Fundamental Company Representations, our representations and warranties set forth in the merger agreement that are not qualified by a “material adverse effect” qualification must be true and correct at and as of the closing date as though made at and as of the closing date, except where such failures to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect, (3) certain of our representations regarding our capitalization set forth in the merger agreement must be true and correct in all but de minimis respects at and as of the closing date as though made at and as of the closing date and (4) the Fundamental Company Representations, other than certain of our representations regarding our capitalization set forth in the merger agreement, must be true and correct in all material respects at and as of the closing date as though made at and as of the closing date (disregarding all qualifications contained therein relating to materiality); provided that representations and warranties that are made as of a particular date or period must be true and correct (in the manner set forth in (1), (2), (3) or (4), as applicable) only as of such date or period;
|
|
•
|
we and Company OP must have performed and complied in all material respects with all covenants required by the merger agreement to be performed or complied with by them prior to the merger effective time;
|
|
•
|
since the execution of the merger agreement, there must not have been a material adverse effect;
|
|
•
|
we must have delivered to Parent a certificate, dated the closing date and signed by a duly authorized executive officer, certifying to the effect that the conditions set forth in the first, second and third bullet points above have been satisfied; and
|
|
•
|
we must have delivered to Parent a tax opinion of King & Spalding LLP, dated as of the closing date, concluding (subject to customary assumptions, qualifications and representations, including representations made by the Company and our subsidiaries in form and substance reasonably acceptable to Parent) that the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code for all taxable periods commencing with our taxable year ended December 31, 2003 through and including the merger effective time.
|
|
•
|
(1) the representations and warranties of Parent and Merger Sub set forth in the merger agreement that are qualified by a parent material adverse effect qualification must be true and correct in all respects as so qualified at and as of the closing date as though made at and as of the closing date and (2) the representations and warranties of Parent and Merger Sub set forth in the merger agreement that are not qualified by a parent material adverse effect qualification must be true and correct at and as of the closing date as though made at and as of the closing date, except where such failures to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a parent material adverse effect; provided that representations and warranties that are made as of a particular date or period must be true and correct (in the manner set forth in (1) or (2), as applicable) only as of such date or period;
|
|
•
|
Parent and Merger Sub must have performed and complied in all material respects with all covenants required by the merger agreement to be performed or complied with by them prior to the merger effective time; and
|
|
•
|
Parent and Merger Sub must have delivered to us a certificate, dated the closing date and signed by a duly authorized executive officer, certifying to the effect that the conditions set forth in the first and second bullet points above have been satisfied.
|
|
•
|
the merger has not been consummated on or prior to the End Date, provided that the right to terminate the merger agreement pursuant to this bullet point will not be available to us or Parent if the primary cause of the failure of the merger to be consummated by the End Date is due to the material breach by us or Company OP (in the case of termination by us) or Parent or Merger Sub (in the case of termination by Parent) of any representation, warranty, covenant or other agreement of such party set forth in the merger agreement;
|
|
•
|
an order by a governmental entity of competent jurisdiction has been issued, or a law has been enacted or promulgated, in each case after the date of the merger agreement, permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such order or law has become final and nonappealable, provided that the right to terminate the merger agreement pursuant to this bullet point will not be available to the Company or Parent if such order primarily resulted from the material breach by us or Company OP (in the case of termination by us) or Parent or Merger Sub (in the case of termination by Parent) of any representation, warranty, covenant or other agreement of such party set forth in the merger agreement; or
|
|
•
|
the special meeting (as it may be adjourned or postponed) at which a vote on the merger was taken has concluded and the requisite vote of our stockholders to approve the merger has not been obtained.
|
|
•
|
Parent or Merger Sub has breached or there is any inaccuracy in any of its representations or warranties, or has breached or failed to perform any of its covenants or other agreements contained in the merger agreement, which breach, inaccuracy or failure to perform (1) if it occurred or was continuing to occur on the closing date, would result in a failure of our closing conditions under the merger agreement and (2) is either not curable or is not cured by the earlier of the End Date and the date that is forty-five (45) days following written notice from us to Parent of such breach, inaccuracy or failure, provided that we and Company OP are not then in breach of any representation, warranty, covenant or agreement contained in this merger agreement that would give rise to a failure of Parent’s closing conditions under the merger agreement;
|
|
•
|
prior to obtaining the requisite vote of our stockholders to approve the merger, in order to enter into a definitive agreement relating to a superior proposal, in accordance with the procedures and restrictions described under “—Obligation of the Board of Directors with Respect to Its Recommendation;”
|
|
•
|
(1) all of Parent’s and Merger Sub’s closing conditions under the merger agreement are satisfied (other than those conditions that by their nature are to be satisfied at the closing and that are then capable of being satisfied if there were a closing) or waived, (2) we have indicated in writing to Parent that all of Parent’s and Merger Sub’s closing conditions (other than those conditions that by their nature are to be satisfied at
|
|
•
|
the Company or Company OP has breached or there is any inaccuracy in any of its representations or warranties, or has breached or failed to perform any of its covenants or other agreements contained in the merger agreement, which breach, inaccuracy or failure to perform (1) if it occurred or was continuing to occur on the closing date, would result in a failure of our closing conditions under the merger agreement and (2) is either not curable or is not cured by the earlier of the End Date and the date that is forty-five (45) days following written notice from Parent to us of such breach, inaccuracy or failure, provided that Parent and Merger Sub are not then in breach of any representation, warranty, covenant or agreement contained in this merger agreement that would give rise to a failure of our closing conditions under the merger agreement; or
|
|
•
|
prior to obtaining the requisite vote of our stockholders to approve the merger, our board effects a company adverse recommendation change in accordance with the requirements described under “ — Obligation of the Board of Directors with Respect to Its Recommendation.”
|
|
•
|
we terminate the merger agreement pursuant to the provision described in the second bullet point under “— Termination of the Merger Agreement — Termination by Columbia”;
|
|
•
|
Parent terminates the merger agreement pursuant to the provision described in the second bullet point under “ — Termination of the Merger Agreement — Termination by Parent”; or
|
|
•
|
all of the following requirements are satisfied:
|
|
○
|
prior to the special meeting to obtain the requisite vote of our stockholders to approve the merger, a company takeover proposal (substituting 50% for the 20% threshold set forth in the definition of “company takeover proposal” (a “qualifying transaction”)) has been publicly made and not withdrawn prior to the special meeting (or any adjournment or postponement thereof);
|
|
○
|
the merger agreement is terminated by us or Parent pursuant to provisions described in the first bullet point or the third bullet point under “The Merger Agreement — Termination of the Merger Agreement — Termination by either Columbia or Parent” or Parent terminates the merger agreement pursuant to the provision described in the first bullet point under “The Merger Agreement — Termination of the Merger Agreement — Termination by Parent”; and
|
|
○
|
at any time on or before the 12-month anniversary of the termination referred to in the immediately preceding sub-bullet point, we or any of our subsidiaries completes or enters into a definitive agreement with respect to such qualifying transaction.
|
|
Year
|
| |
Range
|
| |
Cash
Dividend per
Share
|
|||
| |
High
|
| |
Low
|
| ||||
|
Fiscal Year Ended December 31, 2019
|
| |
|
| |
|
| |
|
|
First Quarter
|
| |
$23.09
|
| |
$18.73
|
| |
$0.20
|
|
Second Quarter
|
| |
$23.05
|
| |
$20.57
|
| |
$0.20
|
|
Third Quarter
|
| |
$22.06
|
| |
$20.70
|
| |
$0.20
|
|
Fourth Quarter
|
| |
$21.23
|
| |
$20.03
|
| |
$0.21
|
|
Fiscal Year Ended December 31, 2020
|
| |
|
| |
|
| |
|
|
First Quarter
|
| |
$22.47
|
| |
$8.00
|
| |
$0.21
|
|
Second Quarter
|
| |
$15.92
|
| |
$10.97
|
| |
$0.21
|
|
Third Quarter
|
| |
$13.42
|
| |
$10.54
|
| |
$0.21
|
|
Fourth Quarter
|
| |
$14.87
|
| |
$10.43
|
| |
$0.21
|
|
Fiscal Year Ending December 31, 2021
|
| |
|
| |
|
| |
|
|
First Quarter
|
| |
$17.78
|
| |
$13.49
|
| |
$0.21
|
|
Second Quarter
|
| |
$19.10
|
| |
$17.10
|
| |
$0.21
|
|
Third Quarter
|
| |
$19.09
|
| |
$15.55
|
| |
$0.21
|
|
Fourth Quarter (through October 25, 2021)
|
| |
$19.15
|
| |
$19.03
|
| |
$—
|
|
•
|
all shares the investor actually owns beneficially or of record;
|
|
•
|
all shares over which the investor has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and
|
|
•
|
all shares the investor has the right to acquire within 60 days (such as upon exercise of options that are currently vested or which are scheduled to vest within 60 days) after October 1, 2021.
|
|
Name and Address of Beneficial Owner
|
| |
Shares
|
| |
Percentage
|
| |
OP
Units(1)
|
| |
Percentage
|
|
Directors and Officers:(2)
|
| |
|
| |
|
| |
|
| |
|
|
Carmen M. Bowser
|
| |
24,436
|
| |
*
|
| |
—
|
| |
—
|
|
John L. Dixon
|
| |
61,587
|
| |
*
|
| |
—
|
| |
—
|
|
James A. Fleming(3)
|
| |
198,903
|
| |
*
|
| |
—
|
| |
—
|
|
Wendy W. Gill(3)
|
| |
80,428
|
| |
*
|
| |
—
|
| |
—
|
|
Jeffrey K. Gronning(3)
|
| |
48,576
|
| |
*
|
| |
587,195
|
| |
*
|
|
David B. Henry
|
| |
24,436
|
| |
*
|
| |
—
|
| |
—
|
|
Kevin A. Hoover(3)
|
| |
106,926
|
| |
*
|
| |
—
|
| |
—
|
|
Murray J. McCabe
|
| |
33,338
|
| |
*
|
| |
—
|
| |
—
|
|
E. Nelson Mills(3)
|
| |
576,152
|
| |
*
|
| |
—
|
| |
—
|
|
Constance B. Moore
|
| |
30,155
|
| |
*
|
| |
—
|
| |
—
|
|
Michael S. Robb
|
| |
26,821
|
| |
*
|
| |
—
|
| |
—
|
|
Thomas G. Wattles
|
| |
37,748
|
| |
*
|
| |
—
|
| |
—
|
|
Francis X. Wentworth, Jr.
|
| |
15,810
|
| |
*
|
| |
587,195
|
| |
*
|
|
All current executive officers and directors as a group (15 persons)
|
| |
1,265,316
|
| |
1.1%
|
| |
1,174,390
|
| |
1.0%
|
|
5% Owners:
|
| |
|
| |
|
| |
|
| |
|
|
The Vanguard Group, Inc.(4)
|
| |
15,972,934
|
| |
14.0%
|
| |
—
|
| |
—
|
|
BlackRock, Inc.(5)
|
| |
11,804,793
|
| |
10.3%
|
| |
—
|
| |
—
|
|
Invesco Ltd.(6)
|
| |
5,814,487
|
| |
5.1%
|
| |
—
|
| |
—
|
|
JP Morgan Chase & Co.(7)
|
| |
5,787,298
|
| |
5.0%
|
| |
—
|
| |
—
|
|
*
|
Less than 1%.
|
|
(1)
|
Mr. Gronning and Mr. Wentworth were issued Company OP Series A Preferred Units in connection with our acquisition of Normandy Real Estate Investments, LLC (the “Normandy Acquisition”). The Company OP Series A Preferred Units vest over three years, with 65% that vested at closing of the Normandy Acquisition, 15% vesting on the first anniversary of closing, 10% vesting on the second anniversary of closing, and 10% vesting on the third anniversary of closing, subject in each case to the holder being employed by Columbia or Company OP. The Company OP Series A Preferred Units may be converted into Company OP Common Units, and the Company OP Common Units may be exchanged for shares of our common stock. Amounts shown here represent the Company OP Series A Preferred Units that have vested or that may vest within 60 days of October 1, 2021. In the partnership merger, each Company OP Series A Preferred Unit issued and outstanding and owned by a holder other than Columbia immediately prior to the partnership merger effective time will be automatically cancelled and converted into the right to receive the Company OP Series A Preferred Unit Payment Amount.
|
|
(2)
|
Address of each named beneficial owner is c/o Columbia Property Trust, Inc., 315 Park Avenue South, New York, New York 10010. For purposes of the table, and in accordance with SEC rules, shares of common stock are considered “beneficially owned” if the person directly or indirectly has sole or shared power to vote or direct the voting of the securities or has sole or shared power to divest or direct the divestment of the securities. A person is also considered to beneficially own shares of common stock that such person has the right to acquire within 60 days of October 1, 2021.
|
|
(3)
|
Includes unvested shares as follows: Mr. Fleming — 54,727; Ms. Gill — 29,226; Mr. Gronning — 56,748; Mr. Hoover — 35,787; and Mr. Mills — 182,834.
|
|
(4)
|
As of December 31, 2020, based solely upon information provided in a Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group beneficially owned 15,972,934 shares of common stock, 15,518,889 of which it has sole dispositive power with respect thereto, and none of which it has sole voting power with respect thereto. The business address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
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(5)
|
As of February 28, 2021, based solely upon information provided in a Schedule 13G/A filed with the SEC on March 10, 2021, BlackRock, Inc. beneficially owned 11,804,793 shares of common stock, all of which it has sole dispositive power with respect thereto, and 11,418,629 of which it has sole voting power with respect thereto. The business address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
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(6)
|
As of December 31, 2020, based solely upon information provided in a Schedule 13G filed with the SEC on February 16, 2021, Invesco Ltd. beneficially owned 5,814,487 shares of common stock, all of which it has sole dispositive power with respect thereto, and 3,787,297 of which it has sole voting power with respect thereto. The business address for Invesco Ltd. is 1555 Peachtree Street NW, Suite 1800, Atlanta, GA 30309.
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(7)
|
As of December 31, 2020, based solely upon information provided in a Schedule 13G filed with the SEC on January 11, 2021, JPMorgan Chase & Co. beneficially owned 5,787,298 shares of common stock, 5,782,198 of which it has sole dispositive power with respect thereto, and 1,564,125 of which it has sole voting power with respect thereto. The business address for JPMorgan Chase & Co. is 383 Madison Avenue, New York, NY 10179.
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•
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our Annual Report on Form 10-K for the year ended December 31, 2020;
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•
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our Quarterly Report on Form 10-Q for the quarters ended March, 31, 2021 and June 30, 2021;
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•
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our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2021;
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•
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our Current Reports on Form 8-K filed with the SEC on January 4, 2021, March 15, 2021, April 29, 2021 (Item 8.01 only), May 19, 2021, and September 7, 2021; and
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•
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all documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and prior to the date of the special meeting.
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Section
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Adviser Compliance Policies
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3.23(a)
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Agreement
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Preamble
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Alternative Financing
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5.11(c)
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Articles of Merger
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1.1(b)(ii)
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Blue Sky Laws
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3.3(b)
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Chosen Courts
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8.4(b)
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Clearance Date
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5.4(b)
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Closing
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1.2
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Closing Date
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1.2
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Commitment Letters
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4.6(b)
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Company
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Preamble
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Company Acquisition Agreement
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5.3(e)
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Company Adverse Recommendation Change
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5.3(e)
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Company Board
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2.4(b)
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Company Book-Entry OP Common Units
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2.2(c)
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Company Book-Entry OP Series A Preferred Units
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2.2(d)
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Company Book-Entry Securities
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2.2(d)
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Company Book-Entry Shares
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2.1(a)
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Company Certificates
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2.2(d)
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Company Common Stock
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| |
2.1(a)
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Company Common Stock Certificates
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2.1(a)
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Company Disclosure Schedule
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Article III
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Company Employee
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5.5(a)
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Company Material Contracts
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3.18(a)
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Company OP
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Preamble
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Company OP Common Unit Certificates
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2.2(c)
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Company OP Minority Partner
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2.2(c)
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Company OP Preferred Partner
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2.2(d)
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Company OP Series A Preferred Unit Payment Amount
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2.2(d)
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Section
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Company Organizational Documents
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| |
3.1(b)
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Company Performance Unit Award
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2.4(b)
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Company Permits
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3.7(b)
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Company Recommendation
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| |
3.3(a)
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Company Related Parties
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| |
7.3(h)
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Company Restricted Stock Award
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2.4(a)
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Company SEC Documents
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| |
3.4(a)
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Company Stockholder Approval
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| |
3.3(a)
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Company Stockholders’ Meeting
|
| |
3.3(a)
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|
Condition Satisfaction Date
|
| |
1.2
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|
Confidentiality Agreement
|
| |
5.2(c)
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Covered Persons
|
| |
5.9(a)
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CREM Client Financial Statement
|
| |
3.4(d)
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D&O Insurance
|
| |
5.9(c)
|
|
Debt Commitment Letter
|
| |
4.6(a)
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|
Debt Financing
|
| |
4.6(a)
|
|
Definitive Debt Financing Agreements
|
| |
5.11(a)
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|
DGCL
|
| |
1.1(b)(ii)
|
|
DLLCA
|
| |
1.1(a)(i)
|
|
DPA
|
| |
3.27
|
|
DRULPA
|
| |
1.1(a)(i)
|
|
Effective Time
|
| |
1.1(b)(ii)
|
|
End Date
|
| |
7.1(b)
|
|
Enforceability Exceptions
|
| |
3.3(a)
|
|
Equity Commitment Letter
|
| |
4.6(b)
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Equity Financing
|
| |
4.6(b)
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Equity Investor
|
| |
4.6(b)
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Exchange Act
|
| |
3.3(b)
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Exchange Agent
|
| |
2.3(a)
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Exchange Fund
|
| |
2.3(a)
|
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Excluded Company Common Stock
|
| |
2.1(b)
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Financing
|
| |
4.6(b)
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|
GAAP
|
| |
3.4(b)
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|
Guarantee
|
| |
Recitals
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IRS
|
| |
3.9(a)
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|
JV Sale Agreement
|
| |
Recitals
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JV Sale Transaction
|
| |
Recitals
|
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Law
|
| |
3.7(a)
|
|
Laws
|
| |
3.7(a)
|
|
Lease
|
| |
3.15(b)
|
|
Leased Real Property
|
| |
3.15(b)
|
|
Leases
|
| |
3.15(b)
|
|
Lenders
|
| |
4.6(a)
|
|
Letter of Transmittal
|
| |
2.3(b)(i)
|
|
Merger
|
| |
1.1(b)(i)
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|
Merger Amounts
|
| |
4.6(i)
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|
Merger Certificates
|
| |
1.1(b)(ii)
|
|
Merger Consideration
|
| |
2.1(a)
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|
Merger Sub
|
| |
Preamble
|
|
Merger Sub Board
|
| |
4.2(a)
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|
Mergers
|
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1.1(b)(i)
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MGCL
|
| |
1.1(b)(i)
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Section
|
|
Non-Cooperation Notice
|
| |
5.11(f)
|
|
Normandy Funds
|
| |
5.1(b)(iii)
|
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Owned Real Property
|
| |
3.15(a)
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Parent
|
| |
Preamble
|
|
Parent Base Amount
|
| |
7.3(f)
|
|
Parent Board
|
| |
4.2(a)
|
|
Parent Expenses
|
| |
7.3(b)
|
|
Parent Related Parties
|
| |
7.3(g)
|
|
Parent Termination Fee
|
| |
7.3(f)
|
|
parties
|
| |
Preamble
|
|
Partnership Certificate of Merger
|
| |
1.1(a)(ii)
|
|
Partnership Merger
|
| |
1.1(a)(i)
|
|
Partnership Merger Effective Time
|
| |
Recitals
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|
party
|
| |
Preamble
|
|
Proxy Statement
|
| |
3.13
|
|
QRS
|
| |
3.14(b)
|
|
Qualified Plan
|
| |
3.9(c)
|
|
Qualifying Income
|
| |
7.3(f)
|
|
Qualifying Transaction
|
| |
7.3(a)
|
|
REIT
|
| |
3.14(b)
|
|
REIT Dividend
|
| |
5.15(b)(ii)
|
|
REIT Requirements
|
| |
7.3(f)
|
|
Sarbanes-Oxley Act
|
| |
3.4(a)
|
|
SDAT
|
| |
1.1(b)(ii)
|
|
SEC
|
| |
Article II
|
|
Securities Act
|
| |
3.2(b)
|
|
Special Dividend
|
| |
5.15(b)(i)
|
|
SSSD
|
| |
1.1(b)(ii)
|
|
Surviving Company
|
| |
1.1(b)(i)
|
|
Surviving Company OP
|
| |
1.1(a)(i)
|
|
Surviving Company OP Common Unit
|
| |
2.2(a)
|
|
Takeover Statute
|
| |
3.20
|
|
Tax Guidance
|
| |
7.3(f)
|
|
Transaction Approvals
|
| |
3.3(b)
|
|
Transfer Taxes
|
| |
5.16
|
|
TRS
|
| |
3.14(b)
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|
| |
COLUMBIA PROPERTY TRUST, INC.
|
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By:
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/s/ Nelson Mills
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Name: Nelson Mills
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Title: President and Chief Executive Officer
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| |
COLUMBIA PROPERTY TRUST
OPERATING PARTNERSHIP, LP
|
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By:
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Columbia Property Trust, Inc., its General Partner
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By:
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/s/ Nelson Mills
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Name: Nelson Mills
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Title: President and Chief Executive Officer
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MERGER SUB:
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PANTHER MERGER SUB, LLC
BY: PANTHER MERGER PARENT, INC., ITS MEMBER
|
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By:
|
| |
/s/ Devin Chen
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| |
Name: Devin Chen
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|
| |
Title: President
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PARENT:
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PANTHER MERGER PARENT, INC.
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By:
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| |
/s/ Devin Chen
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|
| |
Name: Devin Chen
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| |
|
| |
Title: President
|
|
1)
|
Reviewed certain publicly available financial statements and other business and financial information of the Company;
|
|
2)
|
Reviewed certain internal financial statements and other financial and operating data concerning the Company;
|
|
3)
|
Reviewed certain financial projections prepared by the management of the Company;
|
|
4)
|
Discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;
|
|
5)
|
Reviewed the reported prices and trading activity for the Company Common Stock;
|
|
6)
|
Compared the financial performance of the Company and the prices and trading activity of the Company Common Stock with that of certain other publicly-traded companies comparable with the Company, and their respective securities;
|
|
7)
|
Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;
|
|
8)
|
Participated in certain discussions and negotiations among representatives of the Company and Parent and certain other parties and their financial and legal advisors;
|
|
9)
|
Reviewed the Merger Agreement and the draft Partnership Interest Purchase Agreement (the “JV Sale Agreement”), in each case, substantially in the form of the drafts dated September 4, 2021, and the draft equity financing and debt commitment letters (the “Commitment Letters”), in each case, substantially in the form of the drafts dated September 5, 2021, and certain related documents; and
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10)
|
Performed such other analyses, reviewed such other information and considered such other factors as we have deemed appropriate.
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| |
Very truly yours,
|
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| |
MORGAN STANLEY & CO. LLC
|
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By:
|
| |
/s/ Seth Weintrob
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| |
|
| |
Seth Weintrob
Managing Director
|
1 Year Columbia Property Chart |
1 Month Columbia Property Chart |
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