Prentiss CEO and president Thomas F. August says more such asset swaps will be investigated in the coming year although "there's none in the hopper" right now. Prentiss officials had been unavailable to comment on the handover of its entire northeastern portfolio to Brandywine, but a conference call has held some of the answers to questions about the deal, expected to close in 30 days.
There are some outstanding issues that need to be taken care of prior to closing, Prentiss CFO and senior vice president Michael Ernst said in the conference call. But, he adds, "we don't expect there should be any major surprises at this standpoint."
Under the definitive agreement, Brandywine gets more than 1.6 million sf in 30 buildings, a 206,000-sf office development of which 130,000 sf is under construction and nearly seven acres in the swap of holdings in the suburban Philadelphia market, crossing into Delaware and New Jersey. Brandywine is assuming the existing secured debt plus will kick in cash in the exchange. Prentiss gets four buildings, totaling 657,389 sf, and 25% interest in two joint venture office properties, consisting of 451,651 sf, in the high-flying 128-million sf Northern Virginia market, where Prentiss wants to build more of a presence. In the final count, it's Brandywine with about $220 million in holdings; Prentiss, about $132 million. Prentiss' strategic maneuvering might find its way to more acquisitions in Dallas, Chicago and Southern California, areas where there's a "strong presence."
Brandywine also gets a lease flow with an 11% rollover this year and 10% in 2002 while Prentiss snags one with a 2% turnover for this year and next, officials say. Prentiss' lease rollover jumps to 11% in 2003 while Brandywine's holds at 10%, according to information on the company's Web site. Despite it all, August says "it's a win-win situation for both companies... We thought it an interesting way to achieve some focus."
In the joint venture, Prentiss is teaming with an unidentified German insurance company on 8260 Greensboro Dr. and 1676 International Dr., a trophy office structure, in Tysons Corners. And, says August, that partner is looking to invest another $60 million to $75 million this year in US properties. The joint venture is locked down until Dec. 31, 2004, which Prentiss officials had said is just fine by them.
In a press release, August says the swap enables the REIT "to continue to narrow its focus to the markets where we believe that we have the strongest competitive advantage and where we have the ability to add the most value." In the past year, Prentiss has been unloading non-strategic office properties and industrial holdings nationwide in a strategy to capture a "pure office" market share in fewer markets where it has "a competitive advantage."
August says the asset swap had been investigated prior to its failed merger with Mack-Cali. When that went down the tubes, Brandywine president and CEO Gerard H. Sweeney had called Prentiss to renew talks. The two have been prepping for the swap since December.
According to August, Prentiss had looked at several options for the disposition. "Trying to sell that as a whole would have been impossible," he says. The asset swap carries far less disruption than a piecemeal sell-off, he had contended, describing the deal as "the best execution possible."
The swap's announcement had been put out late Wednesday followed yesterday by Prentiss declaring a 48.5 cents per share dividend for the first quarter. Prentiss will be able to reduce its debt by $83 million this year and another $3 million come 2002. That, with other sales, will chop off between $980 million and $990 million of the REIT's $1.1 billion debt. Ernst says the bottom line is that Prentiss will have about $23 million that must be reinvested. The immediate "pressure on earnings" will equate to two cents per share, but that is expected to ease in the fourth quarter, according to Ernst's calculations.
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