Centerbridge Partners and GIC Ink Deal to Acquire INDUS Realty Trust
Posted on 02/23/2023
Centerbridge Partners, L.P. and GIC Real Estate, Inc., a sovereign wealth enterprise of Singapore’s GIC Private Limited, will acquire all of the outstanding shares of INDUS Realty Trust, Inc. (Nasdaq: INDT) in an all-cash transaction valued at approximately US$ 868 million. The transaction was unanimously approved by the participating members of INDUS’ Board of Directors. Under the terms of the merger agreement, upon the closing of the transaction, INDUS stockholders will receive US$ 67.00 per share in cash, subject to certain adjustments as set forth therein. The transaction represents a premium of 17% to the REIT’s unaffected stock price on November 25, 2022, the date of Centerbridge’s initial public announcement that it intended to make a takeover offer with GIC to acquire INDUS, and a 26% premium to INDUS’ unaffected 30-day volume-weighted average stock price ending November 25, 2022.
“After conducting an extensive process to explore the Company’s strategic alternatives, we are pleased to have reached an agreement with Centerbridge and GIC. The transaction delivers immediate and significant value to our stockholders, and we believe it validates the quality of the platform and portfolio we have built over INDUS’ long history,” said Michael Gamzon, INDUS’ President and Chief Executive Officer in a press release.
“I would like to extend my thanks to the entire Board and management team for their hard work during this process, and for their unwavering commitment to act in the best interests of our stockholders.”
The transaction is expected to close in the summer of 2023 and is subject to customary closing conditions including approval by a majority of the shares of INDUS common stock outstanding and certain regulatory approvals as set forth in the merger agreement. Michael Gamzon, President, Chief Executive Officer and Director of INDUS, and Frederick M. Danziger, Director of INDUS, and their spouses have signed separate voting agreements under which they agreed to vote certain shares of INDUS common stock controlled by each of them in support of the proposed transaction, representing, in the aggregate, approximately 6.7% percent of the current outstanding voting power of INDUS common stock. In addition, certain affiliates of Conversant Capital LLC have signed a separate voting agreement under which they agree to vote the shares of INDUS common stock beneficially owned by them in support of the proposed transaction representing, in the aggregate, approximately 10.3% of the current outstanding voting power of INDUS common stock. The closing of the transaction is not contingent on the receipt of financing by Centerbridge and GIC.
Subject to and upon completion of the transaction, INDUS’ common stock will no longer be listed on Nasdaq and INDUS will become a privately held company.
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to INDUS and Latham & Watkins LLP is serving as legal counsel.
BofA Securities Inc. and J.P. Morgan Securities LLC are serving as financial advisors to Centerbridge and GIC. Simpson Thacher & Bartlett LLP is serving as legal counsel to Centerbridge and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to GIC.