By Lisa Kerner
Charlotte, N.C., March 13 - Spirit Finance Corp. entered into a definitive merger agreement to be acquired by a consortium led by Macquarie Bank Ltd. and Kaupthing Bank hf. for $14.50 per share in cash, or about $3.5 billion including assumed debt.
The transaction, which includes a $31 million termination fee, is slated to close by the end of the third quarter of 2007, according to a company news release.
In addition, the consortium agreed to purchase 6.15 million newly issued shares of Spirit Finance common stock at $12.99 per share. Spirit Finance said proceeds from the private placement will be used to fund real estate-related activities in the ordinary course of its business.
The Scottsdale, Ariz., real estate investment trust plans to pay its regular quarterly common share dividend for the quarter ending March 31 and will continue to pay quarterly dividends on a pro-rata basis until the transaction is completed.
"After careful and thorough analysis, our board has endorsed this transaction with the Macquarie-led consortium as being in the best interests of the company and our stockholders," chairman of Spirit Finance's board Morton H. Fleischer said in the release.
"Our board of directors has unanimously approved the agreement and recommends that Spirit Finance's stockholders approve the merger. We are pleased that the offer provides immediate, certain and compelling value and we look forward to working with the consortium to quickly complete the transaction."
Spirit Finance may solicit superior proposals from third parties through April 9. Citigroup Corporate & Investment Banking and Wachovia Securities are financial advisers to Spirit Finance and Kutak Rock LLP is the company's legal counsel.
The Macquarie Group, which includes Macquarie Bank, is a diversified provider of specialist financial and investment banking services located in New York.
Kaupthing Bank is a bank based in Iceland.
| Acquirer: | Macquarie Bank Ltd. and Kaupthing Bank hf
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| Target: | Spirit Finance Corp.
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| Transaction value: | $3.5 billion
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| Payment per share: | $14.50
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| Termination fee: | $31 million
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| Announcement date: | March 13
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| Expected closing: | Third quarter of 2007
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| Stock price for target: | NYSE: SFC; $13.05 on March 12
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