Exterior of garden apartment

TORONTO and DALLAS—Starwood Capital Group on Friday completed its privatization of Milestone Apartments Real Estate Investment Trust, originally announced in January. In accordance with the closing of the $1.3-billion deal, all outstanding Milestone trust units were redeemed and the Dallas-based REIT, which traded on the Toronto Stock Exchange, was wound up and terminated.

In March, Starwood Capital slightly increased its offer for Milestone to US$16.25 per trust unit, up from the US$16.15 originally proposed, after pushback from institutional unitholders. Milestone then announced that institutional unitholders—including 1832 Asset Management LP; Connor, Clark & Lunn Investment Management Ltd.; Manulife Asset Management and Vestcor Investment Management Corp.—all had agreed to support the revised transaction. Under terms of the closing announced this past Friday,

Milestone unitholders were slated to receive a final liquidating distribution of US$16.30041 per unit this week. The payout includes an amount equal to the amount that would otherwise have been paid as the REIT's April distribution.

Milestone had partnered with Starwood in 2015 to acquire Landmark Apartment Trust, before being the object of Starwood's initial privatization offer in January. That offer gave the transaction an implied enterprise value of $2.85 billion, including the assumption of debt.

The deal adds 78 multifamily garden-style residential properties, comprising 24,061 apartment units across 16 major metropolitan markets throughout the Southeast and Southwest, to Starwood Capital's portfolio. The Greenwich, CT-based asset management firm already controls 67,000 units across the Sunbelt.

“I am extremely proud of what this organization has achieved since the REIT's 2013 initial public offering,” which includes more than doubling Milestone's enterprise value, “more than tripling our equity market capitalization and generating total annual compound returns for our investors in excess of 28%,” Milestone CEO Robert P. Landin said in January. He said Starwood's all-cash offer reflected “an attractive value for our unitholders and will position Milestone and its employees for continued growth with an experienced, reputable and very capable strategic owner.”

Goodmans LLP and Vinson & Elkins LLP acted as legal counsel to Milestone, while BMO Capital Markets served as financial advisor to Milestone and provided a fairness opinion to the special committee of Milestone's board. National Bank Financial provided the special committee with an independent fairness opinion. Stikeman Elliott LLP and Kirkland & Ellis LLP are acting as legal counsel to Starwood.

Exterior of garden apartment

TORONTO and DALLAS—Starwood Capital Group on Friday completed its privatization of Milestone Apartments Real Estate Investment Trust, originally announced in January. In accordance with the closing of the $1.3-billion deal, all outstanding Milestone trust units were redeemed and the Dallas-based REIT, which traded on the Toronto Stock Exchange, was wound up and terminated.

In March, Starwood Capital slightly increased its offer for Milestone to US$16.25 per trust unit, up from the US$16.15 originally proposed, after pushback from institutional unitholders. Milestone then announced that institutional unitholders—including 1832 Asset Management LP; Connor, Clark & Lunn Investment Management Ltd.; Manulife Asset Management and Vestcor Investment Management Corp.—all had agreed to support the revised transaction. Under terms of the closing announced this past Friday,

Milestone unitholders were slated to receive a final liquidating distribution of US$16.30041 per unit this week. The payout includes an amount equal to the amount that would otherwise have been paid as the REIT's April distribution.

Milestone had partnered with Starwood in 2015 to acquire Landmark Apartment Trust, before being the object of Starwood's initial privatization offer in January. That offer gave the transaction an implied enterprise value of $2.85 billion, including the assumption of debt.

The deal adds 78 multifamily garden-style residential properties, comprising 24,061 apartment units across 16 major metropolitan markets throughout the Southeast and Southwest, to Starwood Capital's portfolio. The Greenwich, CT-based asset management firm already controls 67,000 units across the Sunbelt.

“I am extremely proud of what this organization has achieved since the REIT's 2013 initial public offering,” which includes more than doubling Milestone's enterprise value, “more than tripling our equity market capitalization and generating total annual compound returns for our investors in excess of 28%,” Milestone CEO Robert P. Landin said in January. He said Starwood's all-cash offer reflected “an attractive value for our unitholders and will position Milestone and its employees for continued growth with an experienced, reputable and very capable strategic owner.”

Goodmans LLP and Vinson & Elkins LLP acted as legal counsel to Milestone, while BMO Capital Markets served as financial advisor to Milestone and provided a fairness opinion to the special committee of Milestone's board. National Bank Financial provided the special committee with an independent fairness opinion. Stikeman Elliott LLP and Kirkland & Ellis LLP are acting as legal counsel to Starwood.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.

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