Henderson Park Real Estate Fund I US LP, Henderson Park Real Estate Fund I Non US LP, Henderson Park Real Estate Fund I TE LP and Henderson Park Real Estate Fund I US TE LP (Henderson Park Funds) managed by Henderson Park Real Estate Management Ltd reached an agreement on the terms of a recommended offer to acquire Green REIT plc (ISE:GN1) from Stephen Vernon, Pat Gunne, Green Property REIT Ventures Designated Activity Company and others for 1.3 billion on August 13, 2019. As reported, Green REIT shareholders will be entitled to receive 1.9135 in cash for each Green REIT share. It is intended that the acquisition will be implemented by means of a High Court of Ireland sanctioned scheme of arrangement. Henderson Park reserves the right to elect, subject to the terms of the transaction agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, to implement the acquisition by way of a takeover offer, on the same terms. The consideration payable under the terms of the acquisition will be funded through a combination of equity financing drawn from the Henderson Park Funds as well as an acquisition facility provided to Henderson Park by the Blackstone Entities, which are Gloss Finco 1, LLC, Gloss Finco 2, LLC, Gloss Finco 3, LLC, advised by Blackstone affiliates. Under the senior financing facilities arranged from Blackstone entities, Henderson park will receive a 1.18 billion loan, to be used towards the settlement of scheme shares, acquisition costs and refinancing of certain existing financial indebtedness of Green REIT. Under the intra-group financing arrangements, Henderson park will raise 526.7 million from its affiliates, under subordinated loan agreements. The Green REIT Directors will resign from Green REIT on or immediately after the effective date.
The acquisition is conditional on, among other things, the approval by a majority in number of the Green REIT shareholders representing at least 75% in value of the Green REIT shares, of the Scheme meeting resolution and the Extraordinary General Meeting (EGM) resolutions; the sanction of the Scheme and the confirmation of the reduction of Green REIT capital by the cancellation of all Green REIT Shares in issue other than the excluded scheme share by the High Court; office copies of the Court order and the minute required by Section 86 of the Act in respect of the reduction of capital being delivered for registration to the Registrar of Companies and registration of the Court order and minute confirming the same by the Registrar of Companies and receipt of any necessary regulatory or other approvals including the approval from Competition and Consumer Protection Commission of Ireland. As of October 7, 2019, The scheme will also be conditional upon the transaction agreement not having been terminated as a consequence of certain events, certain matters arising as a result of any arrangement, agreement, no adverse change, litigation, regulatory or similar proceedings having been occurred, and other conditions. The acquisition will be conditional upon the Scheme becoming effective and unconditional by not later than the end date, that is, December 11, 2019 or such later date as agreed by the parties. The Independent Green REIT Board unanimously recommends that Green REIT shareholders vote in favour of the acquisition and all of the resolutions. Henderson has obtained irrevocable acceptances from around 43.1 million shares in Green REIT, reflecting 6.2% of the Company's entire issued share capital. The independent committee of the Green REIT Board comprised of Gary Kennedy, Jerome Kennedy, Gary McGann and Rosheen McGuckian (or such other persons as may stand appointed from time to time) was established for the purpose of considering, and if thought fit, recommending the acquisition to Green REIT shareholders. As of November 6, 2019, High Court of Ireland has sanctioned the scheme of arrangement between Green REIT and its shareholders. The scheme has an anticipated end date of December 11, 2019. As of November 6, 2019, delivery and registration of the Court Order and minute of reduction is expected to occur on November 14, 2019. It is also expected to be the last date is November 14, 2019, on which trading of Green REIT Shares on Euronext Dublin and the London Stock exchange will occur. Cancellation of the admission of Green REIT Shares to trading on Euronext Dublin and the London Stock Exchange is expected to occur on November 15, 2019.
Bronson Albery, Paul Hewlett and David Connern of J.P. Morgan Cazenove Limited acted as lead financial advisors and corporate brokers to Green REIT and the Independent Green REIT Board. Ronan Godfrey, Brian Garrahy and Daragh O'Reilly of J & E Davy acted as joint financial advisors to Green REIT and the Independent Green REIT Board. James McCaffrey and Max von Hurter of Eastdil Secured, L.L.C. and Sam Small and Chris Tucker of Wells Fargo Securities International Limited acted as financial advisors to Henderson Park. Arthur Cox acted as legal advisor to Green REIT and A&L Goodbody acted as legal advisor to Henderson Park. KPMG and PwC acted as tax advisors for Green REIT and Henderson respectively. Eamon de Valera, Stephen FitzSimons, Jim Murphy, Éamon Ó Cuív and Conor ODwyer of McCann FitzGerald acted as legal advisor to The Blackstone Mortgage Trust Inc.
Henderson Park Real Estate Fund I US LP, Henderson Park Real Estate Fund I Non US LP, Henderson Park Real Estate Fund I TE LP and Henderson Park Real Estate Fund I US TE LP (Henderson Park Funds) managed by Henderson Park Real Estate Management Ltd completed the acquisition of Green REIT plc (ISE:GN1) from Stephen Vernon, Pat Gunne, Green Property REIT Ventures Designated Activity Company and others on November 14, 2019.