Hotel real estate investment trust, Boykin Lodging Company, is entering into a definitive merger agreement to be acquired by Braveheart Holdings LP in a cash transaction valued at approximately $416 million, including debt.
In the transactions contemplated by the merger agreement, each common share of the Company will be converted into the right to receive $11.00 per share in cash. A portion of the $11.00 per share will be paid in the form of a dividend prior to closing. Each limited partner in Boykin Hotel Properties, L.P., the operating partnership of the Company, will also be entitled to receive, subject to compliance with certain procedures, $11.00 per unit in cash less the amount of pre-closing dividends. Outstanding depositary shares, each representing a 1/10 fractional interest in a share of the Company’s 10-1/2% Class A Cumulative Preferred Shares, Series 2002-A, will be converted into the right to receive a cash payment of $25.00 per share plus accrued dividends through the closing date.
Immediately prior to the closing of the transactions contemplated by the merger agreement, the Company’s interests in the Pink Shell Beach Resort and Spa and the Banana Bay Resort & Marina - Marathon will be sold to entities controlled by Robert W. Boykin, Chairman and Chief Executive Officer of the Company, for a purchase price of approximately $14.6 million, to be adjusted based upon the cash flows of such interests from April 1, 2006 through the actual closing date. These transactions are contingent upon the closing of the transactions contemplated by the merger agreement. These transactions have been unanimously approved by the Board of Directors of the Company (with Mr. Boykin abstaining), and by a special committee of independent directors (the “Special Committee”).
The Company’s Board of Directors has unanimously approved the merger agreement (with Mr. Boykin abstaining) and has recommended the approval of the transaction by the Company’s common shareholders. Completion of the transaction, which is expected to occur during the third quarter of 2006, is contingent on customary closing conditions and the approval of the Company’s common shareholders. The transaction is not contingent on receipt of financing by Braveheart.
As previously announced, the Company has entered into an agreement to sell its Radisson Suite Beach Resort—Marco Island to an unrelated third party for a purchase price of $58.0 million. Upon execution of that agreement, the proposed purchaser made a deposit of $3.0 million. The proposed purchaser is obligated to make a second deposit of $3.0 million on May 25, 2006. Braveheart has the right to terminate the merger agreement with the Company if the proposed purchaser does not make the second deposit; however, the merger agreement will not terminate if the Company is able to enter into an alternate agreement or arrangement, no later than July 7, 2006, to effect the disposition of the property, and the Company and Braveheart agree, after negotiating in good faith, on changes to the merger agreement based on such agreement or arrangement.
“We are pleased to announce this transaction, which we believe will enable shareholders to receive the benefit of our efforts to increase shareholder value,” said Robert W. Boykin, Chairman and Chief Executive Officer of the Company.
As a result of the aforementioned announcements, the Company’s Board of Directors has elected to adjourn until further notice the previously scheduled June 1, 2006 Annual Meeting of Shareholders.
UBS Investment Bank acted as financial advisor to the Board of Directors of the Company and Houlihan Lokey advised the Special Committee and the Board of Directors. RBC Capital Markets acted as financial advisor to Westmont.