TFGS Tetragon Financial Group Limited

 
TIDMTFG 
 
Tetragon Financial Group Limited Announcement of GreenOak Real Estate merger 
  with Sun Life Financial's real estate and property management firm Bentall 
                 Kennedy and Intention to Conduct Tender Offer 
 
LONDON, Dec. 19, 2018 /PRNewswire/ -- 
 
GreenOak Real Estate merger with Bentall Kennedy: 
 
Tetragon Financial Group Limited today announces the merger of its GreenOak 
Real Estate joint venture with Bentall Kennedy, Sun Life Financial Inc.'s 
leading North American real estate and property management firm.  The combined 
Bentall Kennedy and GreenOak entity will be named Bentall GreenOak and will be 
part of Sun Life Investment Management.  Bentall GreenOak will remain a key 
strategic investment of TFG Asset Management, Tetragon's diversified 
alternative asset management business that owns majority and minority private 
equity stakes in asset management companies. 
 
As part of the merger, Sun Life Financial has agreed to contribute its interest 
in Bentall Kennedy and pay GreenOak shareholders U.S.$146 million in cash in 
exchange for a 56% interest in the combined entity of Bentall GreenOak. 
GreenOak Co-Founders, John Carrafiell and Sonny Kalsi, TFG Asset Management and 
existing GreenOak senior management will hold the remaining interest.  As part 
of the transaction, Sun Life will have an option to acquire the remaining 
interest in Bentall GreenOak approximately seven years from the closing.1 
 
The merger values Bentall GreenOak at U.S.$940 million.  Tetragon will receive 
approximately U.S.$42.5 million upon the closing of the merger.  TFG Asset 
Management will continue to own nearly 13% of the combined entity and will 
receive a series of fixed quarterly payments as well as a portion of Bentall 
GreenOak's earnings over the next seven years.  Alongside other GreenOak owners 
and team members, TFG Asset Management will retain its current ownership of 
carried interest in existing GreenOak funds and will participate in carried 
interest in new Bentall GreenOak funds. 
 
TFG Asset Management will serve on the Board of Directors of Bentall GreenOak, 
will continue to participate in investment committees for funds in which TFG 
Asset Management will hold carried interest and expects to invest in new 
Bentall GreenOak funds. 
 
"Tetragon partnered with the GreenOak Co-Founders on the launch of GreenOak, 
providing working capital, co-investment capital and operating infrastructure 
to the joint venture.  We are particularly proud of its growth and performance 
and are pleased to have found a strong strategic platform to fuel the next 
generation of business growth while also delivering an attractive return to 
shareholders," said Stephen Prince, Head of TFG Asset Management. 
 
"Tetragon has been a valuable partner to us and we look forward to continuing 
to partner with them in the evolution of our real estate asset management 
business," said John Carrafiell and Sonny Kalsi, the Co-Founders of GreenOak. 
"This merger is a logical next step in our growth, expanding our capabilities 
and providing stability and capital for the future." 
 
The combined Bentall GreenOak investment platform will serve over 700 
institutional clients with approximately U.S.$47 billion in assets under 
management.  Bentall GreenOak will offer a broad range of complementary real 
estate investment strategies that include Core, Core Plus and Value Add/ 
Opportunistic equity, as well as senior and tactical real estate debt 
strategies.  With investment professionals in 14 offices in North America, and 
seven offices internationally, Bentall GreenOak will have deep local knowledge 
and strong, long-standing investment track records across the United States, 
Canada, Europe and Asia. 
 
Tetragon's Net Asset Value (NAV) for 31 October 2018 is U.S.$2.08 billion. 
Taking into account the GreenOak merger and other portfolio gains and losses 
through 30 November 2018, it is estimated that Tetragon's NAV will increase by 
approximately 4%, with the GreenOak valuation uplift portion being reflected in 
December. 
 
The merger of GreenOak and Bentall Kennedy is subject to customary closing 
conditions, including required regulatory approvals. It is expected to close by 
the end of the first half of 2019. 
 
Intention to Conduct a Tender Offer: 
 
Tetragon intends to conduct a tender offer for a number of Tetragon non-voting 
shares with a maximum value of up to U.S.$50 million, to be held as treasury 
shares. J.P. Morgan Securities plc (which conducts its U.K. investment banking 
business as J.P. Morgan Cazenove) will act as dealer manager in the tender 
offer, which will use a modified Dutch auction structure.  Details of this 
planned tender offer will be announced shortly.  A repurchase of Tetragon 
shares at a price below NAV will be accretive to its fully diluted NAV per 
share. 
 
About Tetragon: 
 
Tetragon is a closed-ended investment company that invests in a broad range of 
assets, including bank loans, real estate, equities, credit, convertible bonds, 
private equity, infrastructure and TFG Asset Management, a diversified 
alternative asset management business.  Where appropriate, through TFG Asset 
Management, Tetragon seeks to own all, or a portion, of asset management 
companies with which it invests in order to enhance the returns achieved on its 
capital.  Tetragon's investment objective is to generate distributable income 
and capital appreciation.  It aims to provide stable returns to investors 
across various credit, equity, interest rate, inflation and real estate cycles. 
 The company is traded on Euronext in Amsterdam N.V. and on the Specialist Fund 
Segment of the main market of the London Stock Exchange. For more information 
please visit the company's website at www.tetragoninv.com. 
 
Tetragon:          Press Inquiries: 
 
Yuko Thomas        Prosek Partners 
Investor Relations Andy Merrill and Ryan FitzGibbon 
ir@tetragoninv.com +1 212 279 3115 ext. 216 and ext. 234 
                   Pro-tetragon@prosek.com 
 
This release contains inside information within the meaning of Article 7(1) of 
the EU Market Abuse Regulation. 
 
This release does not contain or constitute an offer to sell or a solicitation 
of an offer to purchase securities in the United States or any other 
jurisdiction. The securities of Tetragon have not been and will not be 
registered under the U.S. Securities Act of 1933 and may not be offered or sold 
in the United States or to U.S. persons unless they are registered under 
applicable law or exempt from registration. Tetragon does not intend to 
register any portion of its securities in the United States or to conduct a 
public offer of securities in the United States. In addition, Tetragon has not 
been and will not be registered under the U.S. Investment Company Act of 1940, 
and investors will not be entitled to the benefits of such Act. Tetragon is 
registered in the public register of the Netherlands Authority for the 
Financial Markets under Section 1:107 of the Financial Markets Supervision Act 
as a collective investment scheme from a designated country. 
 
J.P. Morgan Securities plc, which is authorised by the U.K. Prudential 
Regulation Authority and regulated by the U.K. Financial Conduct Authority and 
the Prudential Regulation Authority in the United Kingdom, is acting 
exclusively for Tetragon and for no one else in connection with the tender 
offer and will not be responsible to anyone (whether or not recipient of the 
tender offer) other than Tetragon for providing the protections afforded to the 
clients of J.P. Morgan Securities plc or for providing advice in relation to 
the tender offer. 
 
1 The transaction includes a put option that entitles TFG Asset Management and 
the other minority owners of Bentall GreenOak to sell their 44% interest to Sun 
Life approximately 8.5 years from the close of the transaction. 
 
 
 
END 
 

(END) Dow Jones Newswires

December 19, 2018 03:18 ET (08:18 GMT)

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