Goodwin Procter represented a wholly owned subsidiary of Scion Student Communities LP, a newly formed joint venture of The Scion Group LLC (“Scion”), CPPIB and GIC in connection with the affiliates' execution of a Stock Purchase Agreement to acquire University House Communities Group, Inc. (“UHC”), a leading student housing portfolio in the United States, for a total consideration of approximately US$1.4 billion, including the cost to complete current development projects, from InvenTrust Properties Corp, a public diversified REIT based in Chicago. The transaction is expected to close in mid-2016.
Through the Joint Venture, CPPIB and GIC will each own a 47.5% interest in UHC. Scion will own the remaining 5%. The Joint Venture will pursue additional opportunities to acquire high-quality student housing assets primarily in Tier 1 university markets in the U.S. The Joint Venture will hold UHC’s communities through a series of REITs to facilitate a tax-free exit for GIC and CPPIB. For additional details on the transaction, please see the press release.
UHC represents one of the highest quality and largest Class A national student housing portfolios in the U.S., including 18 stabilized and four communities in development, all in close proximity to their respective university campuses and comprising nearly 13,000 beds. The portfolio is concentrated among top-ranked U.S. universities with large student enrollment populations. Scion will manage and operate the portfolio.
Scion is the largest privately-held owner/operator of student housing communities in major public university markets in the United States. Scion’s current portfolio includes 32 properties comprising over 23,000 bedrooms, plus management and selected equity interests in four university-affiliated communities with an additional 3,200 bedrooms. Scion has focused exclusively on the student housing sector since its inception in 1999, and has provided advisory services and/or invested in over $5 billion of student housing projects.
Canada Pension Plan Investment Board is a professional investment management organization that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 18 million contributors and beneficiaries.
GIC is a leading global investment firm with well over US$100 billion in assets under management. Established in 1981 to secure the financial future of Singapore, the firm manages Singapore’s foreign reserves.
The Goodwin team was led by partners Gil Menna, Neal Sandford and Craig Todaro and associate Blake Liggio (M&A and Real Estate Capital Markets) and associates Sonita Bennitt (Tax) and Xing Yan (Corporate) and paralegal Anya Wittenborg.
Goodwin Procter is not new to this asset class. In 2008, Goodwin represented GMH Communities Trust., a publicly traded NYSE company, in connection with its merger with American Campus Communities, Inc., also an NYSE listed company and the largest developer, owner and manager world-wide of student housing properties.