AFT's special meeting of shareholders held Wednesday morning, approximately 72.9% of shares have been voted for, 0.4% voted against and 0.2% abstained from voting for approval of the merger. Following completion of the transaction, Gramercy expects to own approximately 27 million sf of commercial real estate in 37 states to add to its $4.2 billion of debt investments, commercial real estate securities investments, net lease properties and other assets.
A source close to the deal tells GlobeSt.com that the next step is getting the transaction closed, which they say is still expected in the latter part of March. The source also explains note that they don't foresee Gramercy making any strategic statements until after that closing.
When the closing happens, as a company statement explains, existing operating platforms of American Financial and Gramercy will be combined to create an integrated commercial real estate finance and operating company. It will also transform Gramercy from "a pure specialty finance company into a $7.6-billion diversified enterprise with complementary business lines consisting of commercial real estate finance and property investments."
On a previous Q4 07 earning call, CEO Marc Holliday, president, CEO and director of Gramercy, stated that "obviously the lending securities and asset management groups will have there eye on the ball throughout 2008 but the real focus emphasis and push right now is toward capitalizing, closing and then integrating the AFR net lease real estate platform into Gramercy. We continue to be very, very enthusiastic about this real estate strategy in general and the AFR investment in particular." He further noted in the call that following the shareholder votes, the company will prepare for the closing transition.
Holliday also noted on the call that the transaction "was absolutely the right transaction for this company at the right time and with the right structural framework. We were very pleased at the time to have structured the deal in a way that we believe would result in the 7.5 to 8% going cap rate on these credit worthy net lease assets that we intend to retain in the hold portfolio post closing but even more pleased to hold that portfolio in a dramatically falling interest rate environment…the number one attraction in the deal is proving to be balance sheet flexibility which is evidencing itself in sales, joint ventures and financing capacity."
As previously reported, Banc of America Securities LLC, Greenhill & Co. LLC and Deutsche Bank Securities Inc. served as financial advisors to American Financial, and Greenhill & Co. LLC has delivered a fairness opinion in connection with the transaction. Wachtell, Lipton, Rosen and Katz and Morgan, Lewis & Bockius LLP served as legal counsel to AFR. On the Gramercy side, Citi, Goldman Sachs & Co. and Morgan Stanley acted as financial advisors, and Clifford Chance US LLP served as legal counsel. Fried, Frank, Harris, Shriver & Jacobson, LLP acted as special counsel.
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Natalie Dolce
Natalie Dolce, editor-in-chief of GlobeSt.com and GlobeSt. Real Estate Forum, is responsible for working with editorial staff, freelancers and senior management to help plan the overarching vision that encompasses GlobeSt.com, including short-term and long-term goals for the website, how content integrates through the company’s other product lines and the overall quality of content. Previously she served as national executive editor and editor of the West Coast region for GlobeSt.com and Real Estate Forum, and was responsible for coverage of news and information pertaining to that vital real estate region. Prior to moving out to the Southern California office, she was Northeast bureau chief, covering New York City for GlobeSt.com. Her background includes a stint at InStyle Magazine, and as managing editor with New York Press, an alternative weekly New York City paper. In her career, she has also covered a variety of beats for M magazine, Arthur Frommer's Budget Travel, FashionLedge.com, and Co-Ed magazine. Dolce has also freelanced for a number of publications, including MSNBC.com and Museums New York magazine.
