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Deals: It's the Real (Estate) Thing

In our M&A Roundup for the week ending June 1, REIT buyouts account for two of the top 10, while another deal helps Wachovia form the world's largest brokerage.

June 4, 2007

REITs were in the merger spotlight last week, as the $19.8 billion purchase of real estate investment trust Archstone-Smith by Tishman Speyer and Lehman Brothers topped the list of North American deals. Another REIT purchase made the top 10 as well: Morgan Stanley Real Estate's $5.3 billion purchase of Investa Property Group ranked fourth, expanding in Australia the reach of Morgan Stanley's properties businesses.

The second-largest deal was the sale of AG Edwards Inc. to Wachovia Corp. for $6.5 billion, which would create the world’s largest brokerage firm.

Meanwhile, private equity activity continued unabated, with four buyouts among the top ten — the largest was Madison Dearborn Partners LLC’s $6.5 billion deal for computer retailer CDW Corp. — and with PE buyouts accounting for more than two-thirds of the total $31.3-billion value of all last week’s deals. The $46.1 billion worth of deals done overall brought the year-to-date value of M&A to $870.3 billion, according to data provided to CFO.com by mergermarket . Yet again, that result increased the gap over the prior year's deal-making, which totaled $568.7 billion as of June 1.

Morgan Stanley advised four of last week's deals, while Lehman advised three.

Tishman Speyer; and Lehman Brothers to buy Archstone-Smith Trust for $19.8 billion
The price is $60.75 per share, a premium of 10 percent. The transaction is expected to close in the third quarter.
Seller financial advisor: Morgan Stanley
Bidder financial advisor: Banc of America Securities; Lehman Brothers
Seller legal advisor: Hogan & Hartson
Bidder legal advisor: Cadwalader, Wickersham & Taft (Advising Bank of America Corporation as debt provider and Lehman Brothers as debt provider and financial advisor); DLA Piper; Kirkland & Ellis (Advising Banc of America Securities); Schulte Roth & Zabel; Venable; Wachtell Lipton Rosen & Katz; Weil Gotshal & Manges (Advising Lehman Brothers); Willkie Farr & Gallagher

Wachovia to buy AG Edwards for $6.502 billion
The definitive agreement calls for a price of 0.9844-share of Wachovia and $35.80 in cash, for a total of $89.50 per share, a premium of 16 percent. The transaction is expected to close in the forth quarter.
Seller financial advisor: Goldman Sachs
Bidder financial advisor: Credit Suisse; Wachovia
Seller legal advisor: Wachtell Lipton Rosen & Katz
Bidder legal advisor: Simpson Thacher & Bartlett; Sullivan & Cromwell

Madison Dearborn Partners to buy CDW for $6.47 billion
The definitive agreement prices the purchase at $87.75 per share, a premium of 16 percent. The transaction is expected to close near the end of the third quarter or early in the fourth quarter.
Seller financial advisor: Morgan Stanley; William Blair & Company
Bidder financial advisor: JPMorgan; Lehman Brothers
Seller legal advisor: Sidley Austin; Sullivan & Cromwell
Bidder legal advisor: Kirkland & Ellis; Milbank Tweed Hadley & McCloy (Advising JPMorgan and Lehman Brothers)

Morgan Stanley Real Estate to buy Investa for $5.3 billion
Terms call for a cash price equal to $2.53, per Investa share, with a $6.5-cent per-share dividend, a 14.5-percent premium. The premium is 56 percent above the $1.62 year-end net tangible asset value per share, and values the share capital at $3.87 billion. The deal expands Morgan Stanley's ventures into global real estate, bringing it Investa's portfolio of Australian properties.
Seller financial advisor: KPMG Corp Fin; UBS
Bidder financial advisor: Citigroup; Morgan Stanley
Seller legal advisor: Gilbert + Tobin
Bidder legal advisor: Minter Ellison


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DEAL DATA

Data for M&A Roundup, featuring the top ten North American deals of the week, is provided to CFO.com by mergermarket.

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