UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 6, 2007 (February 28,
2007)
BNP RESIDENTIAL PROPERTIES, INC.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 1-9496 56-1574675
------------------------------------- ------------------ ----------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
301 S. College Street, Suite 3850
Charlotte, NC 28202-6024
-------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (704) 944-0100
--------------------------
-------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Introductory Note
On February 28, 2007, BNP Residential Properties, Inc. (the "Company") completed
its merger (the "Merger") with Babcock & Brown Residential LLC (f/k/a/ Babcock &
Brown Bravo Acquisition LLC) ("Merger Sub"), a Delaware limited liability
company and a direct wholly owned subsidiary of Babcock & Brown Residential
Holdings LLC (f/k/a Babcock & Brown Bravo Holdings LLC) ("Buyer"), pursuant to
the Amended and Restated Agreement and Plan of Merger, dated as of October 17,
2006, by and among Buyer, Merger Sub, Babcock & Brown Bravo Operating
Partnership LP, a Delaware limited partnership, the Company and BNP Residential
Properties Limited Partnership, a Delaware limited partnership (the "Merger
Agreement"). Buyer and Merger Sub are affiliates of international investment and
advisory firm Babcock & Brown Limited ("Babcock & Brown").
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company notified the
American Stock Exchange (the "AMEX") on February 28, 2007 that each share of
common stock of the Company was canceled and automatically converted into the
right to receive $24.00 in cash (without interest and less applicable
withholding taxes) and requested that the AMEX file with the Securities and
Exchange Commission an application on Form 25 to report that the shares of
common stock of the Company are no longer listed on the AMEX.
Item 3.03 Material Modification to Rights of Security Holders.
On February 28, 2007, pursuant to the terms of the Merger Agreement, each share
of common stock of the Company issued and outstanding and owned, directly or
indirectly, by Buyer, Merger Sub or the Company immediately prior to the
effective time of the Merger was canceled automatically and ceased to exist,
without payment of any consideration in respect thereof. Each other share of
common stock of the Company issued and outstanding immediately prior to the
effective time of the Merger was automatically converted into the right to
receive $24.00 in cash (without interest and less applicable withholding taxes).
Item 5.01 Changes in Control of Registrant.
On February 28, 2007, pursuant to the terms of the Merger Agreement, Buyer
consummated the acquisition of the Company through a merger of the Company with
and into Merger Sub. Merger Sub was the surviving company in the Merger (the
"Surviving Company"). Following the Merger, the Surviving Company is 100% owned
by Buyer. The aggregate purchase price paid for all of the shares of the common
stock of the Company and options to purchase shares of common stock of the
Company was approximately $250 million. The aggregate purchase price and related
fees and expenses were funded by new credit facilities and refinancing of
certain existing mortgage loans, as well as equity financing from affiliates of
Babcock & Brown.
A copy of the press release issued by the Company on February 28, 2007
announcing the consummation of the Merger is attached as an exhibit hereto and
is incorporated by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
In connection with the Merger, each of Stephen R. Blank, Paul G. Chrysson, W.
Michael Gilley, Philip S. Payne, Peter J. Wiedhorn and D. Scott Wilkerson,
voluntarily resigned from the board of directors of the Company on February 28,
2007.
2
In connection with the Merger, each of Pamela B. Bruno, Alex S. Burris, Philip
S. Payne, Eric S. Rohm, L. Teresa Sandman and D. Scott Wilkerson voluntarily
resigned as officers of the Company on February 28, 2007.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated February 28, 2007
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BNP RESIDENTIAL PROPERTIES, INC.
By: /s/ Pamela B. Bruno
-----------------------------------
Pamela B. Bruno
Vice President, Chief Financial Officer
Date: March 6, 2007
4
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated February 28, 2007
5