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JLL in $2B deal to buy HFF as firm moves to bolster capital markets biz

Jones Lang LaSalle Incorporated  and HFF, Inc.today announced that they have entered into a definitive agreement under which JLL will acquire all the outstanding shares of HFF in a cash and stock transaction with an equity value of approximately $2 billion.

The transaction has been unanimously approved by the boards of directors of both companies.

HFF is one of the largest and most successful commercial real estate capital markets intermediaries in
the U.S.. Since 1998, HFF has closed more than $800 billion in over 27,000 transactions, achieving record revenue in 2018 of more than $650 million.

MARK GIBSON

Mark Gibson, CEO of HFF, will join JLL as CEO, Capital Markets, Americas and Co-Chair of its Global Capital Markets Board.

“Increasing the scale of our Capital Markets business is one of the key priorities in our Beyond strategic vision to drive long-term sustainable and profitable growth. The combination with HFF provides a unique
opportunity to accelerate growth and establish JLL as a leading capital markets intermediary, with outstanding capabilities,” said Christian Ulbrich, Global CEO of JLL.

“We have long admired HFF for its expertise and leading reputation in the industry, as well as its client-first culture of teamwork, ethics and excellence, which aligns with our own. I believe that combining our organizations will deliver a range of compelling benefits for our clients, employees and shareholders.”

“This is a terrific transaction for our shareholders, providing them with an immediate cash payment and
the opportunity to participate in the long-term value of the combined company,” said Gibson. “In addition,
we believe the combination with JLL will create a superior platform for our shareholders, clients and
employees than either company would have independent of the other and will significantly accelerate our
firm’s strategic plan. JLL’s team-oriented culture with the additional standards of high character and
integrity are an excellent match with the HFF culture, which has been HFF’s fundamental differentiator
since its inception.”

CHRISTIAN ULBRICH

Under the terms of the agreement, HFF shareholders will receive $24.63 in cash and 0.1505 JLL shares for each HFF share. Based on the closing price of JLL stock of $163.02 on March 18, 2019, the cash and stock consideration to be received by HFF shareholders at closing is valued at $49.16 per HFF share. The share price represents a premium of approximately 22 percent and 25 percent compared to the volume weighted average price of HFF over 60 and 90 trading days, respectively, and a premium of approximately 6 percent over the closing stock price on March 18, 2019 .

Upon closing of the transaction, JLL shareholders are expected to own approximately 87 percent of the
combined company, and HFF shareholders are expected to own approximately 13 percent.

All seven Executive Committee members of HFF have agreed to vote their shares, representing 3 percent ownership of HFF, in favor of the transaction.

Key HFF senior leaders and capital markets advisors have entered into 3-4 year commitments related to employment, non-competition and/or retention.

Finally, JLL anticipates adding one of HFF’s existing directors to JLL’s Board of Directors effective as of the closing of the transaction.

JLL intends to fund the cash portion of the purchase price consideration with a combination of cash
reserves and its existing syndicated credit facility. The combination is expected to deliver significant runrate synergies, estimated at approximately $60 million over two to three years.

The transaction is expected to close in the third quarter of 2019, subject to HFF shareholder approval
and customary closing conditions, including regulatory review. The transaction is not contingent upon
receipt of financing.

Through this combination, JLL will significantly bolster its full-service Capital Markets services to clients.
The transaction will allow JLL to rapidly scale its U.S. Capital Markets presence, accelerate growth of its
debt advisory business in Europe and Asia Pacific and drive increased operating efficiency globally.

HFF shareholders will receive attractive value for their HFF shares, combining an immediate cash
element with the opportunity to participate in the future success and high growth potential of JLL.

HFF
shareholders will benefit from owning shares in a global organization with a variety of additional services
to offer clients, including industry-leading agency leasing, property management, valuations and project
management services.

The combination of the companies’ complementary investments in technology will further strengthen JLL’s digital capabilities, reinforcing its position as a digital leader , improved back-end processes and best-in-class client tools.

This acquisition is expected to create long-term strategic value for both JLL and HFF investors. It will be
accretive to adjusted earnings per share in the first full financial year after completion and generate
strong pro forma cash flow, allowing for consistent and timely deleveraging.

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