Columbia Property Trust, Inc. (NYSE: CXP) has entered into a definitive agreement to be acquired by funds managed by Pacific Investment Management Company LLC (collectively, “PIMCO”), one of the world’s premier global investment management firms, for $3.9 billion including Columbia’s proportionate share of consolidated and unconsolidated debt. Under the terms of the agreement, which has been unanimously approved by Columbia’s Board of Directors, PIMCO will acquire all of the outstanding shares of Columbia common stock for $19.30 per share in cash. This represents a premium of approximately 27% over Columbia’s unaffected closing share price on Friday, March 12, 2021. During this time period the high barrier office sector has traded down 5%.1
This transaction with PIMCO is the culmination of a comprehensive strategic review process undertaken by Columbia’s Board of Directors which was publicly announced in the spring of this year. As part of this process, Columbia’s Board and advisors invited nearly 90 potential counterparties to participate, including strategic acquirers, private equity firms and other investment management firms.
The transaction is expected to close as early as year-end, subject to approval by Columbia’s shareholders and the satisfaction of other customary closing conditions. Upon completion of the transaction, Columbia’s common stock will no longer be listed on the New York Stock Exchange.
Columbia (NYSE: CXP) creates value through owning, operating, and developing storied properties for legendary companies in New York, San Francisco, Washington D.C., and Boston. The Columbia team is deeply experienced in transactions, asset management and repositioning, leasing, development, and property management.
PIMCO is one of the world’s premier fixed income investment managers. With its launch in 1971 in Newport Beach, California, PIMCO introduced investors to a total return approach to fixed income investing. In the 50 years since, it has continued to bring innovation and expertise to its partnership with clients seeking the best investment solutions.
Morgan Stanley & Co. LLC, Eastdil Secured LLC and J.P. Morgan served as lead financial advisor to Columbia.
Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc. served as lead financial advisor to PIMCO. Cushman & Wakefield acted as a real estate consultant to PIMCO.
Wachtell Lipton’s team was led by Partners Robin Panovka (Picture), Sabastian V. Niles and Mark A. Stagliano and included on Real Estate M&A, Mark A. Koenig, Counsel, on Corporate, Carmen X.W. Lu, Associate, Anna Dimitrijevic, Law Clerk, on Executive Compensation & Benefits, Erica E. Bonnett, Partner, Amanda M. Cioffi, Associate, on Finance, Emily D. Johnson, Partner, Kisho Watanabe, Associate, on Tax, Jodi J. Schwartz, Partner, and Swift S.O. Edgar, Associate.
Latham & Watkins LLP represented PIMCO in the acquisition with a corporate team led by New York/Orange County partner Charles Ruck and Orange County partners Daniel Rees and William Cernius with associates Paul Jeffrey and Mary Carlyle Reid. Advice was also provided on tax matters by Los Angeles partner Pardis Zomorodi wit associate Will Kessler; on finance issues by Century City partner Nancy Bruington with associate Nathan Whitaker; on compensation and benefits matters by Chicago partner Robin Struve; on real estate matters by San Diego partner Robert Frances and Chicago counsel Jeffrey Anderson with associate Aaron Friberg, Mike Polvi, and Will Swanson; on regulatory compliance matters by Chicago partners Nabil Sabki and Laura Ferrell with associate Daniel Filstrup; and on environmental matters by Orange County partner Chris Norton.
The Milbank deal team was led by Real Estate partner Erwin Dweck and associate Jonathan Karl, with support from Global Corporate partner Scott Golenbock and Global Litigation & Arbitration partner George Canellos.
Involved fees earner: Jeffrey Anderson – Latham & Watkins; Nancy Bruington – Latham & Watkins; William Cernius – Latham & Watkins; Laura Ferrell – Latham & Watkins; Daniel Filstrup – Latham & Watkins; Robert Frances – Latham & Watkins; Aaron Friberg – Latham & Watkins; Paul Jeffrey – Latham & Watkins; William Kessler – Latham & Watkins; Christopher Norton – Latham & Watkins; Michael Polvi – Latham & Watkins; Daniel Rees – Latham & Watkins; Carlyle Reid – Latham & Watkins; Charles Ruck – Latham & Watkins; Nabil Sabki – Latham & Watkins; Robin Struve – Latham & Watkins; William Swanson – Latham & Watkins; Nathan Whitaker – Latham & Watkins; Pardis Zomorodi – Latham & Watkins; George Canellos – Milbank LLP; Erwin Dweck – Milbank LLP; Scott Golenbock – Milbank LLP; Jonathan Karl – Milbank LLP; Erica Bonnett – Wachtell, Lipton, Rosen & Katz; Amanda Cioffi – Wachtell, Lipton, Rosen & Katz; Swift Edgar – Wachtell, Lipton, Rosen & Katz; Emily Johnson – Wachtell, Lipton, Rosen & Katz; Mark Koenig – Wachtell, Lipton, Rosen & Katz; Carmen Lu – Wachtell, Lipton, Rosen & Katz; Sabastian Niles – Wachtell, Lipton, Rosen & Katz; Robin Panovka – Wachtell, Lipton, Rosen & Katz; Jodi Schwartz – Wachtell, Lipton, Rosen & Katz; Mark Stagliano – Wachtell, Lipton, Rosen & Katz; Kisho Watanabe – Wachtell, Lipton, Rosen & Katz;