SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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BNP Residential Properties, Inc.
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BNP RESIDENTIAL PROPERTIES, INC.
301 South College Street - Suite 3850
Charlotte, North Carolina 28202
Contact: Philip S. Payne
Chairman
Tel: (704) 944-0100
Fax: (704) 944-2039
PRESS RELEASE
FOR IMMEDIATE RELEASE
BNP RESIDENTIAL PROPERTIES, INC. AGREES
TO BE ACQUIRED BY BABCOCK & BROWN
Charlotte, North Carolina
August 31, 2006
BNP Residential Properties, Inc. (AMEX: BNP) announced today that they have
entered into a definitive agreement to merge with a wholly owned subsidiary of
Babcock & Brown Real Estate Investments LLC in a transaction valued at
approximately $766 million. Babcock & Brown is a publicly traded international
investment and advisory firm traded on the Australian Stock Exchange under the
ticker symbol BNB.
Under the terms of the agreement, Babcock & Brown will acquire all of the common
stock of BNP for $24.00 per share in cash. Holders of limited partnership units
in BNP's operating partnership will have the right to elect to receive $24.00
per unit in cash or alternatively, the holders of the limited partnership units
may have the right to elect to receive units in the surviving operating
partnership. The total merger consideration of approximately $766 million
includes the equity shareholder acquisition price of approximately $316 million
and the ability to either assume or refinance approximately $450 million of
existing BNP debt.
Dan Brickman, Head of Babcock & Brown US Real Estate, said "Babcock & Brown's
primary interest in BNP is its high quality apartment portfolio of 8,180
apartment units in North Carolina, South Carolina and Virginia, with an average
age of 14 years, which it owns and operates. The overall portfolio occupancy is
currently over 95% and rental rates are experiencing strong growth from
continuing improvement in market conditions."
"BNP also serves as a general partner of limited partnerships that own three
properties with 713 additional units, which BNP manages. In addition to the
apartment portfolio BNP owns 40 restaurant properties leased on a triple-net
basis to a franchise operator under a master lease. BNP also owns several
parcels of land in these regions".
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"The BNP merger is an exciting next step for Babcock & Brown in a wider US
multifamily strategy. The BNP assets geographically complement the Alliance
Holdings portfolio acquired earlier this year by Babcock & Brown and a syndicate
of institutional investors. Following this acquisition Babcock & Brown's
multifamily portfolio will have in excess of 28,000 units in nine states in the
US and will be more diversified by decreasing the concentration in Texas to 40%
and strengthening our presence in the Southeast while maintaining our
acquisition discipline of focusing in the high job growth Sunbelt states.
"The additional benefit of acquiring the BNP operating platform and the highly
experienced BNP senior management team adds a whole new dimension to our
multifamily capabilities going forward. Over time, we intend to continue to grow
both the US multifamily asset base as well as our pool of global institutional
co-investors."
Eric Lucas, Head of Global Real Estate at Babcock & Brown, said "This
transaction reflects the ongoing development of Babcock & Brown's real estate
business model away from pure investment to the establishment and growth of
asset management and investment platforms. We expect this type of investment
activity to increase going forward."
Philip Payne, BNP Chairman said "the merger allows our shareholders the
opportunity to fully realize the market value of BNP's assets, while providing
our employees an opportunity to continue to grow the BNP franchise with the
backing of a global real estate player in Babcock & Brown. We view this
transaction as a win for all parties involved".
Completion of the merger is currently expected to occur during the fourth
quarter of 2006 and is subject to approval by BNP's common stockholders and
certain other customary closing conditions. The transaction has been approved by
the BNP Board of Directors, which has also recommended that the common
stockholders approve the merger.
Banc of America Securities LLC acted as financial advisor to BNP Residential
Properties, Inc. and DLA Piper Rudnick Gray Cary US LLP acted as its legal
counsel.
Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel for Babcock and
Brown.
About BNP Residential: BNP Residential Properties, Inc. is a real estate
investment trust focused on owning and operating apartment communities. The
Company currently owns and operates 32 apartment communities containing a total
of 8,180 units, and serves as general partner of partnerships that own three
communities containing 713 units. In addition to the apartment properties, the
Company owns 40 properties that are leased on a triple-net basis to a restaurant
operator. The Company currently operates in the states of North Carolina, South
Carolina and Virginia.
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BNP Residential Properties, Inc. is structured as an UPREIT, or umbrella
partnership real estate investment trust. The Company is the sole general
partner and owns a controlling interest in BNP Residential Properties Limited
Partnership, the operating partnership. All of the Company's operations are
conducted through the operating partnership.
For more information on BNP contact Philip Payne or Andrea Burris at (704)
944-0100 (investor.relations@bnp-residential.com) or visit our website:
www.bnp-residential.com.
About Babcock & Brown: Babcock & Brown is a global investment and advisory firm
with longstanding capabilities in structured finance and the creation,
syndication and management of asset and cash flow-based investments. Babcock &
Brown was founded in 1977 and is listed on the Australian Stock Exchange.
Babcock & Brown operates from 21 offices across Australia, the United States,
Europe, Asia, United Arab Emirates and Africa and has in excess of 810 employees
worldwide. Babcock & Brown has five operating divisions including real estate,
infrastructure and project finance, operating leasing, structured finance and
corporate finance. The company has established a funds management platform
across the operating divisions that has resulted in the creation of a number of
focused investment vehicles in areas including real estate, renewable energy and
infrastructure.
For more information about Babcock & Brown contact Kelly Hibbins at +61 2 9229
1800 (kelly.hibbins@babcockbrown.com) or visit their website:
www.babcockbrown.com.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger of BNP with and into a wholly owned
subsidiary of Babcock & Brown Real Estate Investments LLC, BNP intends to file
relevant materials with the SEC, including a proxy statement. INVESTORS AND
SECURITY HOLDERS OF BNP ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER, BNP
AND THE AFFILIATES OF BABCOCK & BROWN THAT ARE PARTIES TO THE MERGER. The proxy
statement and other relevant materials (when they become available) and any
other documents filed by BNP with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by BNP by contacting
Andrea Burris, Director of Investor Relations at
investor.relations@bnp-residential.com or (704) 944-0100 or accessing BNP's
website at www.bnp-residential.com. Investors and security holders are urged to
read the proxy statement and the other relevant materials when they become
available before making any voting or investment decision with respect to the
merger.
Proxies may be solicited on behalf of BNP by members of its Board of Directors
and executive officers. Information about such persons can be found in BNP's
definitive proxy statement relating to its 2006 Annual Meeting of Stockholders,
which was filed
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with the SEC on April 12, 2006, and may be obtained free of charge at the SEC's
website at www.sec.gov or at BNP's website at www.bnp-residential.com.
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
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