Bengaluru (Karnataka) [India], November 17 (ANI/BusinessWire India): Embassy REIT, India’s first publicly listed REIT, announced today that it has agreed to purchase Embassy TechVillage assets (“ETV”) from affiliates of Embassy Sponsor, Blackstone Sponsor and other selling shareholders for a total consideration of Rs 97,824 million ($1.3 billion), subject to Unitholder and regulatory approvals.
The acquisition comprises c.6.1 million square feet (“msf”) of completed area, c.3.1 msf of under-construction area, of which 36% is pre-leased to JP Morgan, and two proposed 518-keys Hilton hotels within the overall ETV campus. Embassy REIT is exercising its right under the ROFO agreement to acquire the asset.
“The proposed accretive acquisition of Embassy TechVillage will mark the addition of another trophy asset to our existing office portfolio, while reinforcing our stable cash flows. ETV is a unique large scale business park, in the leading Outer Ring Road sub-market of Bengaluru, with a diversified blue-chip and predominantly multinational occupier base, including JP Morgan, Cisco, Sony and Flipkart. The acquisition further deepens our presence in Bengaluru, which remains India’s strongest office market, and significantly enhances our scale and ability to deliver embedded growth. We are delighted to purchase an asset of the quality and scale of ETV at a 4.6% discount to the average of the two independent valuations. This acquisition aligns perfectly with our overall strategy to maximize total returns for our Unitholders,” said Mike Holland, Chief Executive Officer of Embassy REIT.
“We are pleased to deliver on our commitment to support the growth of the REIT platform through the ROFO pipeline. The Embassy TechVillage ROFO reaffirms the commitment we made at the time of the REIT’s listing to provide Embassy REIT with a pipeline of opportunities for completed and rent-yielding assets. Over the past six years, Embassy Group has developed ETV to be one of the finest office assets in the country, and we are pleased to offer this asset to the REIT for consideration and approval by the Independent Directors of the REIT Manager and the Unitholders. Embassy Group will continue to develop top quality office assets across the country, thereby providing the REIT with a potential pipeline of assets that will help it grow inorganically over the coming years,” said Jitendra Virwani, Chairman and Founder of the Embassy Group.
The REIT proposes to fund this c. Rs 98 billion ($1.3 billion) acquisition by issuing equity of c. Rs 60 billion ($812 million) through a combination of an institutional placement of c. Rs 37 billion ($500 million), and by way of a preferential issue of units to third-party selling shareholders of c. Rs 23 billion ($312 million). The proposed placement of units is expected to increase the REIT’s public float, enhance its liquidity, and serve as a catalyst for the REIT’s potential inclusion into additional benchmark global equity indices. The REIT also plans to refinance existing ETV debt facilities of up to c. Rs 36 billion ($492 million) through a combination of equity and issuance of new coupon bearing debt.
Transaction Highlights
* Aggregate enterprise valuation of Rs 97,824 million is at a 4.6 per cent discount to average of two independent valuation reports
* Enhances Embassy REIT‘s commercial office portfolio scale by 28 per cent to 42.4 msf, facilitates entry into Bengaluru’s best-performing sub-market and further diversifies Embassy REIT‘s occupier base
* Stable cash flows with strong embedded growth through 33.7 per cent MTM upside on 97.3 per cent leased area and 3.1 msf of on-campus development, of which 36% is pre-leased to JP Morgan
* Attractive acquisition with proforma accretion of 28% to Net Operating Income (‘NOI’), 4.2% to Distribution Per Unit (‘DPU’) and 3.0% to Net Asset Value (‘NAV’) per unit basis 6 months period ended September 2020
* Strong framework in place regulating related party transactions including approval by independent directors of the Board, majority of unrelated unitholders’ approval required for ETV acquisition, and no acquisition linked fees to the REIT Manager
* Fairness opinion issued by HSBC Securities and Capital Markets (India) Private Limited to the independent directors of the manager to Embassy REIT opining that, subject to the assumptions and limitations of the scope, the proposed value of the acquisition is fair, from a financial point of view, to the public Unitholders of Embassy REIT
The acquisition is subject to certain condition precedents and requires Unitholder, regulatory and other approvals.
Morgan Stanley and Kotak Investment Banking are serving as joint financial advisors to Embassy REIT, while S&R Associates and Clifford Chance are acting as legal advisors to Embassy REIT. Ernst and Young LLP conducted financial and tax diligence and HSBC Securities and Capital Markets (India) provided a fairness opinion to the independent directors of the manager to Embassy REIT for the proposed acquisition.
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