Vornado Confirms Will Spin Off Shopping Center Business
VORNADO REALTY TRUST (NYSE: VNO) (“Vornado”) announced today its Board of Trustees has approved a plan to spin off its shopping center business consisting of 81 strip shopping centers and four malls into a new publicly traded REIT (“SpinCo”). The strip shopping centers are primarily located in the densely populated Northeast. The malls consist of the powerful Bergen Town Center in Paramus, New Jersey, Monmouth Mall in Eatontown, New Jersey and two malls in suburbs of San Juan, Puerto Rico. The 85 retail properties total approximately 16.1 million square feet and had average occupancy of 95.5% at December 31, 2013. SpinCo's 2014 net operating income is estimated to be approximately $200 million.
Jeffrey S. Olson, currently Chief Executive Officer of Equity One Inc., will be SpinCo's Chairman of the Board and Chief Executive Officer. Robert Minutoli, Executive Vice President of Vornado's existing Retail Segment, will remain with SpinCo as its Chief Operating Officer. Vornado's retail management team and personnel will also remain with SpinCo. Steven Roth, Chairman of the Board and Chief Executive Officer of Vornado, will serve on the Board of Directors of SpinCo.
Vornado believes that SpinCo's portfolio will be well positioned to deliver both internal growth through active asset management and redevelopments and external growth through acquisitions and selective new developments. SpinCo's demographics are among the highest of its peers having average population within 3 miles of 149,000 and average household income of $71,000. SpinCo's average base rent is $18.75 per square foot as compared to the peer median of $15.66 per square foot.
Vornado will retain, for disposition in the near term, 20 small retail assets which do not fit SpinCo's strategy, valued at approximately $100 million. Further, Vornado will retain Beverly Connection and Springfield Town Center, both of which are under contract for disposition. Vornado's business after these dispositions and the spin-off will be highly concentrated in New York City and Washington, DC, and be comprised of its high quality office portfolios and the largest, most valuable portfolio of Manhattan street retail assets.
The pro rata distribution of SpinCo's shares to Vornado common shareholders and Vornado Realty L.P. common unitholders is intended to be treated as a tax-free spin-off for U.S. federal income tax purposes. Vornado anticipates that its current annualized dividend of $2.92 per share will be maintained through the combination of Vornado's and SpinCo's dividends.
The initial Form 10 registration statement relating to the spin-off is expected to be filed with the Securities and Exchange Commission (“SEC”) in the second quarter of 2014, and the distribution is expected to be completed in the fourth quarter of 2014. The transaction is subject to certain conditions, including the SEC declaring that SpinCo's registration statement is effective, filing and approval of SpinCo's listing application, receipt of third party consents, and formal approval and declaration of the distribution by Vornado's Board of Trustees. Vornado may, at any time and for any reason until the proposed transaction is complete, abandon the separation or modify or change its terms.
Goldman, Sachs & Co. and Morgan Stanley are Vornado's exclusive financial advisors and Sullivan & Cromwell LLP is legal advisor to Vornado in connection with the proposed transaction.
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