Press Release July 05, 2017

Monogram Residential Acquired by Greystar Real Estate Partners-Led Consortium for $3 Billion

Goodwin’s Real Estate M&A team represented Monogram Residential Trust, Inc. (NYSE:MORE) in its announced definitive merger agreement to be acquired by a newly formed fund, Greystar Growth and Income Fund, LP, led by Greystar Real Estate Partners and its initial founding capital partners, affiliates of APG Asset Management N.V., GIC, and Ivanhoé Cambridge Inc., in a transaction valued at approximately $3 billion, including debt to be assumed or refinanced. Monogram’s stockholders will receive $12.00 per share in cash in the merger, a premium of approximately 22.4% to Monogram’s closing stock price on July 3, 2017.

The $3 billion aggregate transaction value includes Monogram’s share of its two institutional co-investment joint ventures with PGGM and NPS. The PGGM joint venture will be restructured, and the joint venture interests held by NPS will be purchased by Greystar pursuant to a separate assignable purchase and sale agreement for approximately $0.5 billion, subject to certain adjustments at closing, including payment of the NPS joint venture’s share of debt to be assumed or refinanced in connection with the transaction. The transaction is expected to close in the second half of 2017, subject to approval by Monogram’s stockholders and other customary closing conditions.

Monogram is a fully integrated self-managed real estate investment trust that invests in, develops and operates high quality multifamily communities offering location and lifestyle amenities.  The company invests in stabilized operating properties and properties in various phases of development, with a focus on communities in select markets across the United States.  As of March 31, 2017, Monogram's portfolio includes investments in 49 multifamily communities in 10 states comprising 13,674 apartment homes.

Greystar is a leading, fully integrated multifamily real estate company offering expertise in investment management, development and property management of rental housing properties globally.  Headquartered in Charleston, South Carolina with offices throughout the United States, Europe, Latin America and Asia-Pacific, Greystar is the largest operator of apartments in the United States, managing over 415,000 units in over 140 markets globally, with an aggregate estimated value of approximately $80 billion.

The Goodwin team was led by partners Gil Menna, Neal Sandford, and Blake Liggio and associates David Perechocky and Chloe Pletner, and included Craig Todaro, William Pearce, Scott Webster and Ali Murata, among others.

For additional details on the acquisition, please read the press release.