Morgan Stanley Grabs Crescent in $6.5B Deal-Is this what AIG securitzed?

Another "Private Deals and Private Equity Boom"

Remember with National National Century Financial Enterprises (NCFE)
'The federal prosecutor noted in the NCFE case: "Ladies and gentlemen, this is a case of staggering fraud," Wise said. "It is one of the largest frauds the FBI has ever investigated."
National Century's collapse never gained much attention outside business circles, largely because it was a privately held company


May 22, 2007Morgan Stanley Grabs Crescent in $6.5B DealMove Underscores Continued Momentum for REIT Take-Private Deals and Private Equity Boom
Crescent Real Estate Equities Co. (NYSE: CEI) has finally found a buyer, and one that seems to like its mixed-use approach. Morgan Stanley Real Estate has agreed to acquire the Fort Worth, Texas-based REIT for a deal that totals $6.5 billion, including the assumption of debt.

Crescent, a mixed-use REIT owned by Texas billionaire Richard Rainwater, was in the midst of morphing itself into a pure-play office REIT. After evaluating its strategic options, the company came to the conclusion that it could "take advantage of the void left by rabid industry consolidation" as a remade office REIT. More likely, it was positioning itself better for an outright sale.

Morgan Stanley will pay $22.80 per share in cash for the REIT, which represents a 12% premium to the prior 30-day average closing price for the stock. But, the premium shrinks to just 5.4% above yesterday's close of $21.62 per share.

The deal also includes the assumption of $3.1 billion of outstanding debt and the redemption of Crescent's outstanding preferred shares. Crescent does not plan to pay any further dividends on the common share. The deal, which is expected to close in the third quarter, is subject to approval by Crescent's shareholders.

"The primary goal of the strategic plan we announced on March 1, 2007 was to maximize value for our shareholders. This transaction accelerates the realization of that goal by delivering value to our shareholders more quickly and with greater certainty. We are delighted to announce this agreement and we look forward to working closely with Morgan Stanley Real Estate on a transition that will be seamless for our customers, partners and employees," said John C. Goff, Crescent's vice chairman and CEO, in a statement.

Prior to the deal with Morgan Stanley, Crescent had set into motion a series of deals, including the $550 million sale of its six hotels plus the 343,664-square-foot Austin Centre office building for $75.5 million to Walton Street Capital LLC in March. It also struck a deal recently to sell a portfolio of Dallas-area office assets to a venture between Trimarchi Management and UBS for about $420 million, according to published reports. Crescent also sold the historic Exchange Building in Seattle for $80.6 million to a joint venture between GE Asset Management and The Ashforth Co. The REIT was preparing to shop its resort and residential development business through JP Morgan and was still evaluating plans for Canyon Ranch, a wellness lifestyle company owned in partnership with Mel Zuckerman and Jerry Cohen.

Crescent's portfolio includes 70 office properties totaling 27 million square feet, with major concentrations in Dallas, Houston, Austin, Denver, Miami and Las Vegas. It also holds a stake in AmeriCold REIT, an owner and operator of refrigerated warehousing, transportation management and other logistical services.

It's not clear what Morgan Stanley will do with the various pieces of Crescent going forward. The financial services firm considers Crescent's "unique" platform complimentary to its own wide range of business lines.

Morgan Stanley has certainly cast a wide net for real estate acquisitions, gobbling up properties and real estate companies in all sectors of the industry, and has been a major force in the take-private deals that have fueled the hot investment sales market over the past two years. Last year, it acquired Town and Country Trust, an apartment REIT, through a venture with Onex Real Estate and Sawyer Realty Holdings LLC, in a deal valued at $1.5 billion. Also in 2006, it paid $1.9 billion to acquire Glenborough Realty Trust, a San Mateo, CA-based office REIT. It recently acquired CNL Hotels & Resorts for about $6.6 billion, including the sale of a portion of the properties to Ashford Hospitality Trust.

The financial firm has also reached into its deep pockets for a plethora of property acquisitions lately. It recently paid about $2.43 billion to buy a portfolio of former EOP assets in San Francisco from Blackstone. It also acquired a 28-story office tower at 2 Park Ave. in Manhattan for $519 million. On the retail side, Morgan Stanley recently formed a joint venture with Inland Western Retail Real Estate Trust Inc. to acquire and manage retail properties in target markets across the U.S. with a goal of building a billion-dollar portfolio.

The Crescent deal just underscores the notion that the private equity boom is still in full swing. According to a New York Times article citing data from Thomson Financial, there have been $281 billion worth of private equity deals in the U.S. so far this year -- that's triple the amount compared to the same period last year, which ended up breaking all sorts of records.

There seems to be plenty of momentum left for REIT take-private deals, too. Year to date, 12 REITs have gone private for a total of $16.2 billion. But, there's still a ways to go to catch up to the lofty levels of 2006, when 23 deals totaling $64.3 billion, including the mammoth EOP buyout, took place, according to SNL Financial data listed in an article by The Wall Street Journal.

Greenhill & Co. LLC served as Crescent's financial advisor and Pillsbury Winthrop Shaw Pittman LLP provided legal counsel. Morgan Stanley acted as financial advisor to Morgan Stanley Real Estate with Goodwin Procter LLP and Jones Day providing legal counsel.