[0] Koger Equity Announces Non-Core Asset Sale.Business Editors BOCA RATON Boca Raton (bō`kə rətōn`), city (1990 pop. 61,492), Palm Beach co., SE Fla., on the Atlantic; inc. 1925. Boca Raton is a popular resort and retirement community that experienced significant industrial development in the 1970s and 80s. , Fla.--(BUSINESS WIRE)--Aug. 23, 2001 Koger Equity, Inc. (NYSE NYSE See: New York Stock Exchange : KE) today announced that it has entered into an agreement to sell select non-core assets to AREIF Realty realty n. a short form of "real estate." (See: real estate) REALTY. An abstract of real, as distinguished from personalty. Realty relates to lands and tenements, rents or other hereditaments. Vide Real Property. Trust, Inc., an affiliate of Apollo Real Estate Advisors, LP. Included in the sale are ten properties comprising 75 suburban office buildings and one retail center located throughout San Antonio San Antonio (săn ăntō`nēō, əntōn`), city (1990 pop. 935,933), seat of Bexar co., S central Tex., at the source of the San Antonio River; inc. 1837. and Austin, TX, Greensboro and Charlotte, NC, Greenville, SC, and Birmingham, AL. Total consideration for the transaction, including cash and the exchange of Apollo's equity interest in Koger, is valued at over $300 million. Under the terms of the transaction, Koger today initiated a marketing period through its financial advisors during which other bidders may submit competing offers to purchase the assets associated with this agreement. The portfolio, which contains more than 3.9 million rentable square feet, will be purchased by AREIF for consideration including $208.3 million cash, the exchange of AREIF's 5.73 million common share interest in Koger and a membership interest in the AREIF subsidiary entity acquiring the assets. The membership interest will provide Koger with a 20% participation in the net cash flow from the disposed assets after AREIF has received a 15% internal rate of return on its equity investment. The sale is expected to result in a tax gain of approximately $33.3 million, which will vary depending upon the value of AREIF's Koger shares at the date of the closing and other closing adjustments. The net cash proceeds from this sale are expected to be used to fund strategic investment opportunities in higher-growth markets, repay debt and fund a one-time special gain distribution to Koger shareholders. The per share amount of the one-time special gain distribution will vary depending upon the final amount of the gain and the number of shares outstanding at the record date of the dividend, but is anticipated to be approximately $1.50, based on a share price of $16.50. Koger will continue to manage the disposed assets and receive a standard property management fee after the transaction closes. In a joint statement, Victor Hughes, Chairman of Koger, and Tom Crocker, Chief Executive Officer of Koger, stated, "This unique transaction with Apollo exemplifies our strategy to maximize shareholder value by repositioning repositioning Laparoscopic surgery The changing of a Pt's position during a procedure to improve access or visualization of the operative field, which may be linked to complications, as it changes anatomic planes of operation. Cf Laparoscopic surgery. our portfolio through select asset sales and reinvestment Reinvestment Using dividends, interest and capital gains earned in an investment or mutual fund to purchase additional shares or units, rather than receiving the distributions in cash. 1. In terms of stocks, it is the reinvestment of dividends to purchase additional shares. in opportunities with higher growth and ROE A fictitious surname used for an unknown or anonymous person or for a hypothetical person in an illustration. A lawsuit is generally named for the persons who are parties to it. prospects. As a result of this transaction, our shareholders will benefit from the ownership of shares in a company with a focused strategy, significant balance sheet strength and improved financial flexibility in addition to receiving a special cash distribution." John Jacobsson of Apollo said, "The transaction is a win-win for Koger and Apollo. While Koger is able to exit non-strategic markets in a single transaction at an attractive valuation, Apollo is able to acquire a portfolio of assets and achieve target equity returns by utilizing substantially higher leverage than a REIT REIT See: Real Estate Investment Trust REIT See real estate investment trust (REIT). would typically employ." Highlights of the transaction include: -- By selling assets at net asset value (NAV) in exchange for securities valued at a discount to Koger's NAV, the transaction will be immediately accretive to NAV per share. -- Koger's portfolio will be repositioned to focus on a select number of stronger core markets with newer assets experiencing higher current occupancy rates. -- With the enhanced liquidity afforded by the transaction, Koger will be well positioned to take advantage of real estate and investment opportunities, including repurchasing shares under its previously approved share buyback program. -- It is the intention of Koger management to direct the Company into higher-growth, higher-margin investment opportunities in attractive core markets and to supplement its own capital with that of other institutional partners. -- Redeployment of transaction proceeds is expected to increase Koger's long-term funds from operations and cash available for distribution per share growth rates and overall return on equity. As part of the marketing process, Koger's Board of Directors will determine whether a more attractive alternative transaction exists subject to certain terms and conditions of the transaction agreement. If the Company does not accept a competing bid identified through this process, AREIF and Koger will proceed to close the agreed upon Adj. 1. agreed upon - constituted or contracted by stipulation or agreement; "stipulatory obligations" stipulatory noncontroversial, uncontroversial - not likely to arouse controversy acquisition, which the two Companies anticipate would occur late in the fourth quarter of 2001. In addition, AREIF is not permitted to revise its offer during the marketing period under the terms of the transaction agreement. With the announcement of this transaction, Koger may repurchase shares in the open market pursuant to its previously authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: share repurchase plan share repurchase plan A corporation's plan for buying back a predetermined number of its own shares in the open market. Institution of a share repurchase plan derives from management's view that the company has limited outside investment opportunities and . Morgan Stanley A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. to a special committee of Koger's Board of Directors.
Portfolio Details
The following table includes a summary description of the
properties included in the sale portfolio:
Net
Year(s) Rentable # of Occupancy NOI(2)
Center Completed Area (SF) Bldgs. (%)(1) ($MM)
Austin 1973-1985 441,170 12 94 $5.7
Birmingham
Colonnade Office 1989-2000 453,855 5 85 4.7
Birmingham
Colonnade Retail 1989 112,186 1 70 0.9
Charlotte Carmel 1991-1998 322,624 3 93 3.8
Greensboro South 1976-1988 688,030 13 69 4.3
Greensboro
Wendover 1999 89,986 1 72 0.8
Greenville Roper
Mountain 1974-1998 402,483 9 83 3.8
Greenville Park
Central 1982-1986 157,936 3 83 1.3
San Antonio West 1969-1999 1,057,746 27 83 7.2
San Antonio
Airport 1982-1986 231,764 2 97 2.3
Total / Wtd. Avg.: 3,957,780 76 83 $34.8
(1) As of June 30, 2001
(2) Annualized based on six months ended June 30, 2001.
Financial Community Conference Call Koger Equity will host an analyst and investor conference call on August 24, 2001 at 9:00 a.m. Eastern Daylight Time to discuss the transaction. To participate in the teleconference, please dial 800-621-5344 (international callers: 212-346-6400). A telephone replay will be available beginning an hour following the call until August 31, 2001 at midnight Eastern Daylight Time. To access the rebroadcast, please dial 800-633-8284 (international callers: 858-812-6440) and enter code 19588822. Supplemental information regarding the transaction will also be available on the company's Web site at http://www.koger.com. About Koger Equity Koger Equity, Inc. (NYSE:KE) owns and operates 20 suburban office parks and four freestanding free·stand·ing adj. Standing or operating independently of anything else: a freestanding bell tower; a freestanding maternity clinic. buildings, containing 10.9 million rentable square feet, located in 13 cities in the Southeast and Southwest. Certain matters discussed in this press release may be forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Although Koger Equity, Inc. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, there can be no assurance that its expectations will be attained. Certain factors that could cause actual results to differ materially from Koger Equity's expectations are set forth as risk factors in the company's SEC reports and filings, including its annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. . Included among these factors are changes in general economic conditions, including changes in the economic conditions affecting industries in which its principal tenants compete; its ability to timely lease or re-lease space at current or anticipated rents; its ability to achieve economies of scale over time; the demand for tenant services beyond those traditionally provided by landlords; changes in interest rates; changes in operating costs operating costs npl → gastos mpl operacionales ; its ability to attract and retain high-quality personnel at a reasonable cost in a highly competitive labor environment; future demand for its debt and equity securities; its ability to refinance Refinance 1. When a business or person revises their payment schedule for repaying debt. 2. Replacing an older loan with a new loan offering better terms. Notes: When a business refinances they typically extend the maturity date. its debt on reasonable terms at maturity; and its ability to complete current and future development projects on schedule and on budget. Many of these factors are beyond Koger Equity's ability to control or predict. Forward-looking statements are not guarantees of performance. For forward-looking statements contained or incorporated by reference herein, Koger Equity claims the protection of the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue un·true adj. un·tru·er, un·tru·est 1. Contrary to fact; false. 2. Deviating from a standard; not straight, even, level, or exact. 3. Disloyal; unfaithful. because of subsequent events. |
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