The Real Estate Industry team advised LaSalle Hotel Properties (NYSE: LHO) on its definitive merger agreement with Pebblebrook Hotel Trust (NYSE: PEB), in a deal valued at approximately $5.2 billion. The merger agreement will create the United States’ largest owner of independent hotels and one of the industry’s largest lodging REITs, including 66 luxury hotels in 16 urban U.S. markets.
Under the terms of the agreement, each LaSalle shareholder will have the option to elect to receive for each LaSalle common share owned either a) a fixed amount of $37.80 in cash or b) a fixed exchange ratio of 0.92 Pebblebrook common share. A maximum of 30% of outstanding LaSalle common shares may be exchanged for cash – a 48% premium over LaSalle’s stock price before merger rumors caused it to fluctuate. The transaction, which is subject to customary closing conditions, including regulatory approvals and approval by LaSalle shareholders and Pebblebrook shareholders, is expected to close in the fourth quarter of 2018.
Goodwin advised LaSalle throughout its sale process, including, initially, successfully defending the company against activist investors and a hostile bid by eventual merger partner Pebblebrook, and also structuring the superseded Blackstone merger agreement.
LaSalle Hotel Properties is a leading multi-operator real estate investment trust which focuses on owning, redeveloping and repositioning upscale, full service hotels located in urban, resort and convention markets. The company owns 41 properties, totaling approximately 10,400 guest rooms in 11 markets in seven states and the District of Columbia.
The cross-border, cross-disciplinary Goodwin team was led by partners Joe Johnson and Andrew Goodman and included partners James Matarese, Neal Sandford, Andy Sucoff, Jennifer Bralower, Deborah Birnbach, Daniel Roeser, Rob Hale, and Joel Lehrer; counsel Nate Brodeur and Jacob Osborn; associates Tobias Schad, Deanna Osganian, Jake Hays, James Adams and Tyler Garaffa.