Green Courte Partners to Acquire American Land Lease, Inc. for $14.20 Per Share in Cash
December 10 2008 - 8:00AM
Business Wire
American Land Lease, Inc. (NYSE:ANL), a Clearwater, Florida-based
real estate investment trust (�ANL�), announced today that it has
signed a definitive merger agreement under which affiliates of
Green Courte Partners, LLC, a Chicago-based private equity
investment firm (such affiliates are referred to as �Green Courte
Partners�), will acquire ANL for a cash purchase price of $14.20
per share in a transaction valued at approximately $438 million,
including assumption of debt and preferred stock. The two-step
acquisition will be effected by means of a cash tender offer by
Green Courte Partners for all of the outstanding shares of ANL�s
common stock, at $14.20 per share in cash, followed by a
second-step, cash-out merger in which ANL shares not acquired in
the offer will be converted into the right to receive the same cash
price per share. The merger is not contingent upon the success of
the tender offer. In connection with the transaction, limited
partners of Asset Investors Operating Partnership L.P., ANL�s
Operating Partnership, will be entitled to receive $14.20 for each
of their limited partnership units (�OP Units�). The transaction
has been approved by the board of directors of ANL and is not
contingent on receipt of financing by Green Courte Partners. The
tender offer is subject to certain conditions, including a minimum
tender condition that Green Courte Partners acquire sufficient
shares that will result in it owning at least 88% of the
outstanding shares of ANL common stock. Terry Considine, Thomas L.
Rhodes, Bruce D. Benson and Bruce E. Moore, directors of ANL, who
collectively own approximately 12% of ANL�s outstanding common
stock, have each committed to tender their shares and sell their OP
Units in the transaction. Terry Considine, Company Chairman and CEO
commented, �After a thorough year long review of strategic
alternatives, the board concluded that this transaction was in the
best interests of our shareholders, customers and team members.�
Randy Rowe, Chairman of Green Courte Partners stated, �We are very
excited to add American Land Lease's professional management team
and high-quality manufactured housing community investments to our
existing business. This combination doubles the size of our
portfolio and unites the strengths of the Manufactured Housing
Institute's 2007 and 2008 Community Operators of the Year.� ANL
expects the tender offer to be commenced not later than December
23, 2008. The tender offer will remain open for 20 business days
from commencement, subject to extension under certain
circumstances. Subject to the satisfaction of tender offer
conditions, including the minimum tender condition, it is expected
to be completed during the first quarter of 2009. ANL�s Series A
Cumulative Redeemable Preferred Stock will remain outstanding after
the transaction is completed. Wachovia Capital Markets, LLC served
as exclusive financial advisor to ANL, while Skadden, Arps, Slate,
Meagher & Flom LLP and Hill Ward Henderson served as legal
counsel to ANL in connection with the transaction. DLA Piper LLP
(US) served as legal counsel to Green Courte Partners in connection
with the transaction. About ANL American Land Lease, Inc. is a
Clearwater, Florida-based real estate investment trust that owns,
develops and manages residential land lease communities primarily
serving active adults. With over 10,000 home sites in 30
communities located primarily in Florida, Arizona and Alabama, ANL
is committed to providing affordable, free-spirited retirement
living for active adults. For more information, visit
www.americanlandlease.com. About Green Courte Partners Green Courte
Partners, LLC is a Chicago-based private equity real estate
investment firm focused primarily on the ownership and operation of
manufactured housing communities, retail and mixed-use properties,
and parking assets. Green Courte Partners combines focused
investment strategies with a disciplined approach to transaction
execution and asset management with a goal of generating attractive
risk-adjusted returns over a long-term holding period. For more
information visit www.GreenCourtePartners.com. Additional
Information about the Tender Offer and Merger and Where to Find it
This press release is being made in connection with the proposed
acquisition of ANL by Green Courte Partners. This press release is
for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of ANL common stock will be made only
pursuant to an offer to purchase on Schedule TO and related
materials that Green Courte Partners intends to file with the
Securities and Exchange Commission (the �SEC�). In connection with
the tender offer, Green Courte Partners will file with the SEC a
tender offer statement and related offer to purchase on Schedule TO
that provides the terms of the tender offer and ANL will file a
solicitation/recommendation statement on Schedule 14D-9 and a proxy
statement or information statement with the SEC. Stockholders are
urged to read these documents carefully and in their entirety if
and when they become available because they will contain important
information about the tender offer and/or the proposed merger. When
the offer to purchase, solicitation/recommendation statement, proxy
statement and/or information statement become available, they will
be mailed to ANL stockholders who are entitled to receive such
documents. In addition, the tender offer statement and related
offer to purchase, solicitation/recommendation statement, proxy
statement and/or information statement as well as other filings
containing information about ANL, the tender offer and the merger,
if and when filed with the SEC, will be available free of charge at
the SEC�s Internet Web site, www.sec.gov. In addition, investors
and security holders may obtain free copies of the
solicitation/recommendation statement, proxy statement and/or
information statement as well as other filings containing
information about ANL, the tender offer and the merger that are
filed with the SEC by ANL, if and when available, by contacting
Shannon E. Smith, Chief Financial Officer at (727) 726-8868 or
accessing ANL�s investor information website at
www.americanlandlease.com/company.aspx.com or from Green Courte
Partners by contacting James R. Goldman, Managing Director, Chief
Investment Officer at (847) 582-9400. ANL and its directors and
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in the
event that a proxy statement is used in connection with the merger.
Information regarding ANL�s directors and executive officers is
detailed in its proxy statements and annual reports on Form 10-K,
previously filed with the SEC, and the proxy statement, if and when
filed, relating to the merger, when it becomes available.
Forward-looking statements The statements made in this press
release which are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements include statements regarding the
commencement of, and the acquisition of shares pursuant to, the
tender offer, the consummation of the merger, the filing of
documents and information with the SEC, other future or anticipated
matters regarding the transactions discussed in this release and
the timing of such matters. Such forward-looking statements often
contain or are prefaced by words such as �will� and �expect.� As a
result of a number of factors, our actual results could differ
materially from those set forth in the forward-looking statements.
Certain factors that might cause our actual results to differ
materially from those in the forward-looking statements include,
without limitation: (i) the risk that the conditions to the closing
of the tender offer or the merger set forth in the merger agreement
will not be satisfied, (ii) changes in ANL�s business during the
period between the date of this press release and the closing,
(iii) obtaining regulatory approvals (if required) for the
transaction, (iv) the risk that the transaction will not be
consummated on the terms or timeline first announced, and (v) those
factors set forth under the heading �Risk Factors� in our annual
report on Form 10-K for the year ended December 31, 2007, and in
our other filings with the SEC. Further information concerning
those risks will be included in ANL�s filings with the SEC in
response to the tender offer. ANL is under no obligation to (and
expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.
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