Gables Residential (NYSE:GBP)
Historical Stock Chart
From Jun 2019 to Jun 2024
![Click Here for more Gables Residential Charts. Click Here for more Gables Residential Charts.](/p.php?pid=staticchart&s=NY%5EGBP&p=8&t=15)
Gables Residential Trust (NYSE: GBP) ("Gables" or the
"Company") today announced the completion of its previously announced
merger with Lion Gables Apartment Fund LP, an investment fund managed
by ING Clarion Partners and Lehman Brothers.
As a result of the merger, holders of Gables' common shares are
entitled to receive $43.50 in cash per share, plus an additional
amount equal to the dividend for the month of September, or $0.200833
per share.
Gables also today announced the completion of the merger of Gables
Realty Limited Partnership (the "Partnership") with a subsidiary of
Lion Gables Apartment Fund LP. In the merger, holders of the
Partnership's common units of limited partnership are entitled to
receive $43.50 in cash per unit (or, if they so elected, a class A
limited partnership interest in the entity surviving the merger), plus
an additional amount equal to the distribution on the Partnership's
common units for the month of September, or $0.200833 per unit.
The total transaction value of the mergers of Gables and the
Partnership is approximately $3 billion, which includes indebtedness
assumed or repaid and transaction costs.
The paying agent will mail to Gables common shareholders of record
a letter of transmittal and instructions for receiving payment of the
merger consideration no later than Friday, October 7, 2005. Holders of
Gables' common shares should expect to receive the merger
consideration soon after submitting a properly completed letter of
transmittal to the paying agent. The paying agent for the merger
transactions is Computershare. All questions relating to receipt of
the merger consideration in the Gables or the Partnership mergers
should be directed to Computershare at 1-800-730-6001. Gables common
shareholders whose shares are held by a broker, bank or other nominee
should contact such broker, bank or other nominee with any questions
regarding receipt of the merger consideration.
In the Gables merger, Gables' 7.875% Series C-1 preferred shares,
7.50% Series D preferred shares and 5.00% Series Z preferred shares
were automatically converted into a corresponding series of preferred
shares of the surviving company. Following completion of the mergers,
the surviving company terminated its existence by voluntary
dissolution. As a result, holders of the surviving company preferred
shares are entitled to receive the $25.00 per share liquidation
preference of their surviving company preferred shares, plus accrued
but unpaid distributions, on October 31, 2005, the liquidation payment
date. Computershare will also serve as the liquidation paying agent,
and is mailing a letter of transmittal and instructions for preferred
shareholders to receive the liquidation preference of their preferred
shares on the liquidation payment date.
The Partnership has called for redemption its five series of
outstanding senior notes having an aggregate principal amount of $520
million. The redemption price will be paid to holders of the senior
notes on October 31, 2005.
Wachovia Securities acted as financial advisor to Gables and
Goodwin Procter LLP provided legal advice in connection with the
mergers. Lehman Brothers Inc. acted as financial advisor to ING
Clarion. King & Spalding LLP provided legal counsel to Clarion and
Hogan & Hartson LLP, Weil Gotshal & Manges LLP, and Cadwalader,
Wickersham & Taft provided legal counsel to Lehman Brothers.