Lehman to Pay Banks $1.6 Billion for Rest of Archstone
By Linda Sandler-May 25, 2012 8:27 AM ET
Lehman Brothers Holdings Inc. reached a deal to buy the rest of apartment owner Archstone for almost $1.6 billion from Bank of America Corp. and Barclays Plc (BARC), ending a dispute with the banks over the price.
The defunct investment bank also agreed that Sam Zell’s Equity Residential, which had an option to buy the remaining half of the banks’ stake, will get $150 million, including an $80 million breakup fee from the banks and $70 million from Lehman, according to a statement by Lehman today.
Lehman, which is starting to pay creditors after officially exiting bankruptcy court protection, had tried to stop the banks from concluding the option deal with Zell, saying he had bid up the price — Lehman paid just $1.3 billion for the first half of the banks’ stake — and the banks would be unjustly enriched. A judge earlier this year told Lehman, which had more than $20 billion of cash at the time, it could afford to pay more for the remaining 26.5 percent of Archstone.
This month, Lehman amended a lawsuit against the banks, threatening to strip them of their voting rights in Archstone if they didn’t honor what the company alleged were the original agreements to sell their stakes to it. The current deal will end all disputes, according to the statement.
‘Gives Us Control’
“With full ownership of Archstone, we will now be able to move forward and pursue monetization opportunities for the company,” Owen Thomas, chairman of Lehman’s new board of directors, said in the statement. “This transaction protects Lehman’s substantial investment, provides stability and gives us control of Archstone’s future.”
Lehman has said it plans later to sell Archstone, its biggest real estate asset, to help pay creditors.
The banks have said they didn’t engage in any conduct that was illegal or harmed Lehman. They were entitled to get the best price they could for their shareholders, they told the bankruptcy judge.
If the deal isn’t completed, the option for Zell’s Equity Residential (EQR) to buy 26.5 percent of Archstone will remain in force, that company said today in a statement. Lehman’s purchase is set to be completed in about 15 days, it said.
The Zell company, once a bidder for Archstone, said it might renew talks with Lehman about buying the company later. If Equity Residential does acquire all or most of Archstone in 120 days, it might have to return some of the fees earned in the deal, it said.
Archstone, which Lehman acquired in a $22 billion leveraged buyout with Tishman Speyer Properties LP, has ownership interests in hundreds of apartment developments in cities including Washington, New York and San Francisco. Lehman and the banks made loans, which they later converted to equity after Archstone faltered in the 2008 credit crisis.
Lehman previously owned 47 percent of Archstone, before agreeing to pay $1.3 billion for the first half of the banks’ stake.
The bankruptcy case is In re Lehman Brothers Holdings Inc., 08-13555, and the Archstone case is Archstone LB Syndication Partner LLC v. Banc of America Strategic Venture Inc. (In re Lehman Brothers Holdings Inc.), 11-02928, U.S. Bankruptcy Court, Southern District of New York (Manhattan).
To contact the reporter on this story: Linda Sandler in New York at email@example.com