FORT WASHINGTON, Pa., Oct. 1 /PRNewswire/ -- Pennsylvania Real Estate
Investment Trust (Amex: PEI) announced today that it has closed its previously
announced agreement to acquire The Rubin Organization ("TRO"), a privately
held leading full-service real estate company based in Philadelphia. At a
special meeting of shareholders of PREIT held Monday, September 29, the
Company's shareholders approved its proposed acquisition of TRO; the
definitive acquisition agreement was approved by shareholders of TRO in July.
With the acquisition of TRO, PREIT acquired interests in four existing
shopping centers and two shopping centers nearing completion, totaling
approximately 2.9 million square feet, and TRO's interests in four potential
shopping center development projects, in a transaction valued at an estimated
$260 million. (See table following this release for detailed information.)
PREIT transferred its real estate interests to a newly formed operating
partnership ("OP"), of which PREIT will be the sole general partner. The
newly formed operating partnership acquired 95% of the equity of TRO in
exchange for the issuance of 200,000 OP units and a provision to issue up to
800,000 additional OP units over the next five years, upon the achievement of
certain specified levels of funds from operations (FFO) on a per share basis
over that period.
In connection with PREIT's acquisition of Magnolia Mall in Florence, South
Carolina, an entity affiliated with the principals of Equity Properties &
Development Limited Partnership received 213,038 OP units in lieu of
$5 million of the purchase price.
The Trust also announced the successful closing of a $150 million
revolving credit facility with CoreStates Bank, a portion of which was used in
funding the TRO acquisition.
Founded in 1946, The Rubin Organization is a full-service management and
development company and one of the largest managers of shopping centers in the
eastern United States, with a large portfolio of shopping centers and office
properties in the Delaware Valley region and several markets in the
Southeastern United States. Currently, TRO manages and leases 53 shopping
centers in 20 states totaling approximately 20 million gross leasable square
feet.
With the completion of this transaction, PREIT and TRO will operate as a
single entity under the Pennsylvania Real Estate Investment Trust name from
PREIT's existing headquarters in Fort Washington, Pennsylvania. The new
management company formerly known as The Rubin Organization will now be called
PREIT-RUBIN, Inc. Ronald Rubin, age 66, founder and Chief Executive Officer
of TRO, will become Chief Executive Officer of PREIT. Sylvan M. Cohen, age
83, PREIT's former Chairman and Chief Executive Officer, will continue to
serve as Chairman of PREIT's Board of Trustees and Chairman of the Property
Committee. Jonathan B. Weller, 50, will continue to serve as President and
Chief Operating Officer of PREIT. George Rubin, 54, will serve as President
of PREIT-RUBIN, Inc. and Edward A. Glickman, 40, currently Executive Vice
President and CFO of TRO, will serve in that capacity for PREIT.
Concurrent with the completion of the acquisition, Ronald Rubin, George
Rubin, and Rosemarie B. Greco, a senior executive of CoreStates Financial
Corp. and former President and Chief Executive Officer of CoreStates Bank,
N.A., were appointed to serve as Trustees to fill three vacancies created by
the resignations of Jack Farber, Robert Freedman and Robert G. Rogers.
In commenting on the acquisition, Mr. Cohen stated, "This transaction
provides synergy with PREIT's existing in-house apartment management
capabilities, adds attractive and immediately accretive assets to the property
portfolio, and presents us with solid opportunities to increase profitability
and generate strong FFO growth. In short, the merging of the two companies
creates a fully integrated real estate organization with newly increased
potential for internal and external growth."
Mr. Rubin added, "By adding TRO's expertise in developing, leasing and
managing shopping centers, PREIT can now offer a comprehensive range of real
estate acquisition, financing, development, leasing and management
capabilities. Given that we've just taken a significant step up in this
competitive marketplace, we believe that the fully integrated PREIT is well
positioned to see benefits from this acquisition in 1998."
In making their announcement, PREIT also stated that it has changed its
fiscal year end from August 31 to December 31.
Lehman Brothers acted as financial adviser to PREIT in connection with the
acquisition of The Rubin Organization.
Pennsylvania Real Estate Investment Trust, founded in 1960 and one of the
first equity REITs in the U.S., has a primary investment focus on apartment
communities and shopping centers located primarily in the mid-Atlantic region
from Pennsylvania to Virginia and in selected areas of Florida. As a result
of the completed acquisition, PREIT has increased its portfolio of interests
in shopping centers from 14 shopping centers totaling 4.3 million square feet
to 24 centers totaling 9.1 million square feet, and its total market
capitalization from $400 million to $660 million. The Trust also owns
interests in 19 apartment communities with 7,236 units. PREIT also owns
interests in six industrial properties and three parcels of undeveloped land.
With the exception of the historical information contained in the release,
the matters described herein contain forward-looking statements that are made
pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve various risks and may cause
actual results to differ materially. These risks include, but are not limited
to, the ability of the Trust to grow internally or by acquisition, and to
integrate acquired businesses, changing industry and competitive conditions,
and other risks outside the control of the company referred to in the Trust's
registration statement and periodic reports filed with the Securities and
Exchange Commission.
Table of Properties
Gross
Ownership Leasable
Existing Properties Interest Area Location
The Court at Oxford Valley 50% 692,000 Langhorne, PA
Springfield Park 50% 207,000 Springfield, PA
Magnolia Mall 100% 570,000 Florence, SC
N. Dartmouth Mall 100% 620,000 N. Dartmouth, MA
Total 2,089,000
Properties Under Construction
Hillview Shopping Center 50% 341,000 Cherry Hill, NJ
Northeast Tower Center 100% 462,000 Philadelphia, PA
Total 803,000
Projected
Ownership Gross Leasable
Predevelopment Properties Interest Retail Sq. Ft. Location
Blue Route Metroplex 50% 760,000 Plymouth
Meeting, PA
Christiana Strip - Phase I 50% 279,000 Newark, DE
Christiana Strip - Phase II 50% 445,000 Newark, DE
Red Rose Commons 50% 476,000 Lancaster, PA
Total 1,960,000
SOURCE Pennsylvania Real Estate Investment Trust
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CONTACT: Jonathan B. Weller, President & COO of Pennsylvania Real Estate Investment Trust, 215-542-9250
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