Bank of America Investment Banking Pitch Book
Summary of Selected Transaction Terms
Subject to Final Negotiation
Term
Structure:
Consideration:
Financing:
Certain Closing Conditions:
Deal Protections:
Other:
Outside Date:
Source: Draft, dated February 22, 2016, of Merger Agreement.
2
Description / Details
■ Acquisition of RHO by BOREAS via three steps, including merger of a wholly owned subsidiary of BOREAS
with and into RHO
■ $18.25 in cash for each outstanding share of RHO common stock, inclusive of per share closing dividend
■
BOREAS plans to fund transaction with available funds
No financing condition
■
RHO stockholder approval (including majority of the minority condition)
No RHO material adverse effect
Receipt of opinion regarding RHO REIT status by BOREAS
Bank of America
Merrill Lynch
- No solicitation provision, subject to exercise of RHO Special Committee's fiduciary duties; RHO Special
Committee may change its recommendation in connection with superior proposals or intervening events
Reciprocal expense reimbursement up to $10 million in the event of termination of agreement for breach
Termination fee of $40 million (3.8% of equity value) payable by RHO in certain circumstances, including if:
RHO terminates agreement to enter into agreement providing superior proposal
BOREAS terminates agreement for RHO Special Committee recommendation change
Termination fee may in certain cases be net of expense reimbursement
DE
■
Voting and exchange agreements
BOREAS may require that RHO undertake certain transactions, including asset sales, an exchange of
common shares held by BOREAS for a new class of preferred shares, and a substantial pre-closing
dividend, all subject to satisfaction or waiver of all closing conditions and subject to certain limitations
October 31, 2016View entire presentation