IT TOOK SEVERAL tries, but Pebblebrook Hotel Trust has won its bid to merge with LaSalle Hotel Properties. The two REITs announced the deal Thursday after Blackstone Real Estate Partners VIII waived its right to amend its offer to merge with LaSalle, an offer that had previously been accepted.
LaSalle also cancelled its special shareholders meeting scheduled for Thursday to vote on the Blackstone deal.
Under the new agreement, valued at $5.2 billion and approved in unanimous votes by both company’s boards of trustees, Pebblebrook will acquire 100 percent of LaSalle’s outstanding common shares. It will pay $37.80 cash for up to 30 percent of outstanding LaSalle shares with the rest exchanged for Pebblebrook shares at a ratio of 0.92, meaning each LaSalle share can be exchanged for 92 percent of a Pebblebrook share.
Together Pebblebrook and LaSalle will hold a portfolio of 662 primarily upper-upscale and luxury independent and collection branded hotels and resorts around the country, according to Pebblebrook. It will be the largest owner of independent, small brand and collection hotels, as well as the third-largest lodging REIT in terms of enterprise value and the second-largest in terms of equity market capitalization.
“We are confident that shareholders will benefit from this premium portfolio of high-quality independent and branded hotels through its capacity to generate strong cash flow, provide for a stable dividend and capitalize on market opportunities, including improving hotel industry fundamentals,” said Jon Bortz, Pebblebrook’s chairman, president and CEO who also founded both companies.
It was Pebblebrook’s offer last month to increase the percentage of shares eligible for the cash offer from 20 to 30 percent that seems to have put the deal over the top.
“This agreement with Pebblebrook delivers immediate cash value to LaSalle shareholders. The transaction represents a 48 percent premium to LaSalle’s unaffected share price,” said LaSalle President and CEO Michael Barnello. “This outcome represents the culmination of a thorough strategic alternatives process, which from the beginning has been focused on maximizing value for shareholders.”
If it meets regulatory and shareholder approval the transaction is expected to close in the fourth quarter of 2018. Bortz will continue as Pebblebrook’s chairman, president and CEO with Raymond Martz as the company’s executive vice president, chief financial officer, treasurer and secretary. The Pebblebrook Board will remain unchanged, and the company will continue to be based in Bethesda, Maryland.