Inland Real Estate Corporation to be acquired by DRA Advisors LLC in $2.3 bln
Inland Real Estate Corporation announced that it has entered into a definitive agreement (the “Merger Agreement”) to be acquired by real estate funds managed by DRA Advisors LLC , in a transaction (the “Merger”) valued at approximately $2.3 billion, including the assumption of existing debt. Under the terms of the Merger Agreement, funds managed by DRA will acquire all issued and outstanding common stock of IRC for $10.60 per share in cash. The Merger Agreement culminates a process that included extensive discussions with other potential strategic and financial buyers. Upon completion of the Merger, IRC will become a privately-held real estate investment trust.
“The Board has been focused on the options available to address the long-term discount at which the Company’s shares have traded versus private market valuations and its shopping center REIT peers,” said Thomas P. D’Arcy, non-executive chairman of IRC. “The Board unanimously believes this all-cash offer is the best course of action to address this valuation gap and provide our stockholders with strong relative value for their investment.”
“We are excited to enter into an agreement to acquire Inland Real Estate Corporation,” said David Luski, President of DRA. “IRC is a company with quality assets, a strong management team and great long-term potential. We look forward to closing the transaction and adding the IRC platform to our portfolio.”
The cash merger consideration of $10.60 per share represents an approximate 6.6% premium over the Company’s closing stock price on December 14, 2015, the last trading day prior to the public announcement of the Merger Agreement, and an approximate 11.5% and 15.9% premium over the volume weighted average closing prices of IRC common stock over the 30-day and 60-day periods ended December 14, 2015, respectively. IRC expects to pay regular monthly cash distributions of $0.0475 per share on the outstanding shares of its common stock until the Merger closes. In addition, the Merger Agreement provides that the Company will pay monthly cash dividends of $0.169271 per share on the outstanding shares of its 8.125% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) and $0.144791667 per share on the outstanding shares of its 6.95% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) through the close of the Merger, and that, within 15 days following the closing of the Merger, the post-Merger company will redeem all of the issued and outstanding shares of Series A Preferred Stock and Series B Preferred Stock pursuant to its special optional redemption right.
“Over the years, our team has worked diligently to enhance the overall quality and performance of our retail portfolio,” said Mark Zalatoris, president and chief executive officer of Inland Real Estate Corporation. “We are pleased DRA recognizes the value inherent in the retail platform we have established.”
“It has been a pleasure working with the IRC Board and its management team,” said Brian T. Summers, Chief Financial Officer of DRA. “We look forward to a successful completion of the transaction.”
Approvals and Anticipated Closing
IRC’s Board has unanimously approved the Merger Agreement and the Merger. Completion of the Merger, which is expected to occur in the first half of 2016, is contingent upon customary closing conditions, including the approval of IRC’s stockholders, who will vote on the Merger at a special meeting on a date to be announced.
BMO Capital Markets Corp. and Silver Portal Capital acted as financial advisors and Proskauer Rose LLP acted as legal counsel to IRC. Blank Rome LLP acted as legal counsel to DRA. BMO Capital Markets Corp. provided a fairness opinion to the Company’s Board of Directors in connection with the Merger.
In connection with the Merger, DRA has obtained a commitment letter for debt financing from Wells Fargo Bank, as Lender and Administrative Agent, and Wells Fargo Securities, as Sole Lead Arranger and Bookrunner.
Web Site :http://www.inlandrealestate.com/