Fund managed by Pacific Investment Management Company LLC entered into a definitive agreement to acquire Columbia Property Trust, Inc. (NYSE:CXP) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Invesco Ltd. (NYSE:IVZ), JPMorgan Chase & Co. (NYSE:JPM) and others for $2.4 billion on September 7, 2021. The transaction is valued at $3.9 billion including Columbia's proportionate share of consolidated and unconsolidated debt. As consideration, Pacific Investment Management Company will pay $19.3 per share in cash. Each restricted stock award and Performance unit award will also receive consideration of $19.3 per share. As of November 29, 2021, a special dividend of $2.17 per share has been declared, and the merger consideration of $19.3 per share will be decreased by an amount equal to the special dividend, such that holders of common stock will receive an aggregate of $19.30 per share in cash in merger consideration and the special dividend. Columbia shareholders will be entitled to receive the previously announced third quarter dividend of $0.21 per share payable on September 15, 2021. Thereafter, Columbia will not pay additional quarterly dividends during the pendency of the transaction. The merger agreement also provides that, based upon the terms and subject to the conditions set forth therein, Panther Merger Sub, LLC will merge with and into Columbia Property Trust Operating Partnership, L.P., operating partnership of Columbia Property Trust, Inc. with Columbia Property Trust Operating Partnership, L.P. remaining as the surviving entity, and immediately following the partnership merger, Panther Merger Parent, Inc. will merge with and into Columbia Property Trust, Inc. with Columbia Property Trust, Inc. remaining as the surviving entity. Under the terms of the partnership merger, a number of Columbia Property Trust Operating Partnership, L.P.'s common units designated by Panther Merger Sub, LLC that are owned by Columbia Property Trust, Inc immediately prior to the partnership merger effective time, shall remain outstanding as one Surviving Company OP Common Unit and, immediately following the partnership merger effective time, shall be held by Columbia Property Trust, and no payment shall be made with respect thereto. All other Columbia Property Trust Operating Partnership, L.P.'s common units that are owned by Columbia Property Trust immediately prior to the partnership merger effective time shall be automatically converted into the right to receive the merger consideration. Each outstanding common unit of partnership interest in Columbia Property Trust Operating Partnership, L.P. owned by persons other than Columbia Property Trust, Inc. will be automatically converted into the right to receive an amount in cash equal to $19.3 and each outstanding Series A preferred unit of partnership interest in Columbia Property Trust Operating Partnership, L.P., will be automatically converted into the right to receive $26.5. Pacific Investment Management has obtained debt commitment letters up to $2.504 billion and equity commitment letters up to $1.32 billion to fund the transaction. This financing, when funded in accordance with the commitment letters, will, together with the proceeds from the joint venture sale transaction and available cash on the closing date of Columbia Property Trust and its subsidiaries will provide the financing for the transaction. The transaction may be terminated under certain circumstances. In case of termination, Columbia Property Trust, Inc. will be required to pay a termination fee of $86 million and reimburse out-of-pocket fees and expenses up to $15 million which amount will offset any termination fee paid by Columbia Property Trust to Pacific Investment Management. Pacific Investment Management will pay a termination fee of $196 million to Columbia Property Trust.

The transaction is not subject to a financing condition. The transaction is subject to customary closing conditions, including, among other things, approval of the merger by the affirmative vote of the holders of common shares of Columbia Property Trust, Inc., no order by any governmental entity shall have been entered and shall continue to be in effect and no law shall have been adopted that remains in effect or be effective, in each case that prevents, enjoins, prohibits or makes illegal the consummation of the mergers, representation and warranties remaining true, no material adverse effect, Columbia Property Trust shall have delivered to Pacific Investment Management a certificate, dated the closing date and signed by a duly authorized executive officer, certifying to the effect that the conditions set forth have been satisfied and Columbia Property Trust shall have delivered to Pacific Investment Management a tax opinion of King & Spalding LLP. Upon completion of the transaction, Columbia's common stock will no longer be listed on the New York Stock Exchange. The Board of Directors of Columbia Property Trust, Inc. unanimously approved the transaction and recommended the shareholders to approve the merger. The Board of Pacific Investment Management Company approved the transaction. The special meeting of stockholders to approve the transaction will be held on December 2, 2021. The transaction is expected to close as early as year-end. As on November 29, 2021, Columbia Property Trust, Inc. announced that it expects to complete its previously announced merger with affiliates of funds managed by Pacific Investment Management Company LLC (“PIMCO”) on or around December 8, 2021. The completion of the Merger remains subject to certain customary closing conditions, including, among other things, approval of the Merger by Columbia stockholders.


Morgan Stanley & Co. LLC acted as the lead financial advisor and fairness opinion provider with Eastdil Secured LLC and J.P. Morgan Securities LLC also acting as financial advisors to Columbia Property Trust, Inc. Robin Panovka, Sabastian V. Niles and Mark Stagliano of Wachtell, Lipton, Rosen & Katz acted as the legal advisors to Columbia Property Trust, Inc. Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc. acted as the financial advisors to Pacific Investment Management. Charles Ruck, William Cernius, Pardis Zomorodi, Nancy Bruington, Robin Struve, Robert Frances, Jeffrey Anderson, Nabil Sabki, Laura Ferrell, Chris Norton and Daniel Rees of Latham & Watkins, LLP and Erwin Dweck, Scott Golenbock and George Canellos of Milbank LLP acted as the legal advisors to Pacific Investment Management. Cushman & Wakefield is acting as a real estate consultant to Pacific Investment Management Company. Innisfree M&A Inc. is acting as proxy solicitor of Columbia Property Trust for a fee of $25,000.