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Agreement and Plan of Merger
Agreement and Plan of Merger (308K)
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of December 3, 2001, by and between Apartment Investment
and Management Company, a Maryland corporation ("AIMCO"), Casden Properties
Inc., a Maryland corporation ("Casden"), and XYZ Holdings LLC, a Delaware
limited liability company ("XYZ").
WHEREAS, the respective boards of directors of AIMCO and Casden
deem it advisable and in the best interests of their respective
stockholders that AIMCO acquire Casden in a merger (the "Merger"), upon the
terms and subject to the conditions set forth in this Agreement;
WHEREAS, pursuant to this Agreement, AIMCO shall acquire Casden
REIT, and pursuant to the OP Unit Contribution Agreement (as defined
herein), the CPLB Merger Agreement (as defined herein) and the Casden
Contribution Agreement (as defined herein), AIMCO shall acquire certain
affiliated entities, all in exchange for the Aggregate Consideration;
WHEREAS, immediately prior to the Closing Date (as defined in
Section 3.1), Casden shall effect a reverse stock split with respect to the
Casden Common Stock, whereby every 100 shares of Casden Common Stock will
represent one share of Casden Common Stock after giving effect thereto (the
"Casden Reverse Stock Split");
WHEREAS, immediately prior to the Closing Date, Casden Park La
Brea, Inc., a Maryland corporation ("CPLB"), shall effect a reverse stock
split with respect to its common stock, whereby every 10 shares of CPLB
common stock will represent one share of CPLB common stock after giving
effect thereto (the "CPLB Reverse Stock Split");
WHEREAS, upon the terms and subject to the conditions set forth
herein, AIMCO and Casden shall execute Articles of Merger ("Articles of
Merger") and shall file such Articles of Merger in accordance with Maryland
law to effectuate the Merger;
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, holders of limited partnership interests in
Casden Properties Operating Partnership, L.P., a Delaware limited
partnership ("Casden OP"), will exchange such limited partnership interests
("Casden OPUs") for cash and limited partnership interests in AIMCO
Properties, L.P., a Delaware limited partnership ("AIMCO OP"), on the terms
and subject to the conditions of an OP Unit Contribution Agreement, dated
as of December 3, 2001 and attached hereto as Exhibit A (the "OP
Contribution Agreement"), by and among the holders of Casden OPUs, Casden,
Casden OP and AIMCO OP (the "OP Contribution");
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, (i) Alan I. Casden ("AIC") will contribute all
of his interests in AIC REIT Properties LLC, a Delaware limited liability
company ("ARP"), and (ii) Casden Investment Corp., a California corporation
("CIC"), will contribute all of its interests in NAPICO (as defined in
Section 4.1(e)) to AIMCO OP in exchange for cash and/or limited partnership
interests in AIMCO OP, on the terms and subject to the conditions of a
Contribution Agreement, dated as of the date hereof and attached hereto as
Exhibit B-1 (the "Casden Contribution Agreement"), by and among ARP, AIC,
CIC and AIMCO OP;
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, certain commercial real estate properties of
Casden (the "Commercial Properties") either (i) shall be sold to, and
certain indebtedness of Casden relating to such Commercial Properties (the
"Commercial Debt") shall be assumed by, one or more entities pursuant to an
asset purchase agreement substantially in the form attached hereto as
Exhibit B-2 or (ii) any Commercial Debt and the interests in the limited
liability companies that own the Commercial Properties shall be distributed
by Casden to its stockholders in a spin-off transaction (the "Spin-Off")
(collectively, such entity or entities referred to herein as "CommercialCo"
and such transaction(s), including the Spin-Off, referred to herein as the
"Commercial Sale");
WHEREAS, Casden and AIMCO desire that, on the Closing Date, AIMCO
acquire 100% of the ownership interest in certain real estate properties
currently under development and commonly referred to as the "PLB" and
"Westwood" developments (the "Development Properties"), subject to
compliance with the terms and conditions of the Tri-Party and Construction
Completion Agreement, by and among XYZ, AIMCO, Development LLC, AIMCO OP,
Casden Park La Brea A LLC, Casden Park La Brea B LLC, Casden Park La Brea C
LLC, Casden Glendon, LLC and the agent for the construction lenders named
therein, substantially in the form attached hereto as Exhibit C-1 (the
"Tri-Party Agreement"), subject to Section 7.9, providing for, among other
things, the financing, development and completion of the construction of
the Development Properties;
WHEREAS, XYZ and AIMCO desire that, concurrently with the
execution of the Tri-Party Agreement, AIMCO and XYZ shall execute and
deliver a letter agreement relating to the "Westwood" Development Property,
substantially in the form attached hereto as Exhibit C-2 (the "WW Letter
Agreement");
WHEREAS, Casden and AIMCO desire that on the Closing Date, AIMCO
shall execute and deliver, and Casden shall cause The Casden Company to
execute and deliver, a letter agreement relating to the Villa Azure
Property (as defined herein), substantially in the form attached hereto as
Exhibit C-3 (the "Villa Azure Letter Agreement");
WHEREAS, on or prior to the date of the OP Contribution, Casden
shall cause Casden OP to distribute to Casden its entire interest in CPLB;
WHEREAS, immediately after the Effective Time (as defined in
Section 1.3), a wholly-owned subsidiary of AIMCO ("AIMCO CPLB Merger Sub")
will be merged with and into CPLB (the "CPLB Merger"), pursuant to an
Agreement and Plan of Merger, dated as of December 3, 2001 (the "CPLB
Merger Agreement"), by and among AIMCO, CPLB, AIMCO CPLB Merger Sub and XYZ
and attached hereto as Exhibit D;
WHEREAS, AIMCO and certain Casden stockholders desire to enter
into a joint venture with respect to the development of real estate
properties (the "Joint Venture"), and for such purpose AIMCO and certain
Casden stockholders shall contribute cash and certain other assets (the
"Development LLC Assets") to a newly formed limited liability company
("Development LLC"), on the terms and subject to the conditions of a
limited liability company agreement substantially in the form attached
hereto as Exhibit E-1 (the "Development LLC Agreement");
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, either (i) Casden Park La Brea LLC, a Delaware
limited liability company ("CPLB LLC"), shall sell all of the issued and
outstanding ownership interests of Casden Park La Brea Retail LLC, a
Delaware limited liability company ("Ross Retail LLC"), to Development LLC,
on the terms and subject to the conditions of a purchase agreement (the
"Ross Purchase Agreement"), substantially in the form attached hereto as
Exhibit E-2 or (ii) the limited liability company interests in Ross Retail
LLC shall be distributed to the stockholders of CPLB in a spin-off
transaction (the transactions described in clauses (i) and (ii) above being
referred to herein, collectively, as the "Ross Store Sale");
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, Casden shall sell certain assets it owns,
together with all development rights that it acquires after the date
hereof, to Development LLC (the "Asset Purchase"), on the terms and subject
to the conditions of an asset purchase agreement (the "Development LLC
Purchase Agreement") substantially in the form attached hereto as Exhibit
E-3;
WHEREAS, concurrently with the execution of this Agreement and as
an inducement to AIMCO and Casden to enter into this Agreement, the
following parties have entered into the following agreements (each of even
date herewith):
(i) certain of the holders of Casden OPUs, Casden, Casden
OP and AIMCO OP have entered into the OP Contribution Agreement;
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Casden
As referenced in this Agreement and Plan of Merger:
CASDEN PROPERTIES – FILENAME}s264909.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
CASDEN PROPERTIES INC.
AND
XYZ HOLDINGS LLC
Dated as of December 3, 2001
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER ................................................5
Section 1.1
_____________
Casden Properties – 15
Casden OPUs ......................................................Recitals........................................1
Casden Pro Forma Financial Information............................Section 4.4(b).................................26
Casden Property Consents..........................................Section 4.3(b).................................24
Casden Properties ................................................Section 4.13(a)................................37
Casden Required Consents..........................................Section 7.35...................................24
Casden Required Statutory Approvals ..............................Section 4.3(c).................................25
Casden
_____________
Casden Properties
– Agreement") is made and
entered into as of December 3, 2001, by and between Apartment Investment
and Management Company, a Maryland corporation ("AIMCO"), Casden Properties
Inc., a Maryland corporation ("Casden"), and XYZ Holdings LLC, a Delaware
limited liability company ("XYZ").
WHEREAS, the respective boards of directors of
_____________
Casden Properties – effectuate the Merger;
WHEREAS, Casden and AIMCO desire that, on or prior to the
Contribution Effective Date, holders of limited partnership interests in
Casden Properties Operating Partnership, L.P., a Delaware limited
partnership ("Casden OP"), will exchange such limited partnership interests
("Casden OPUs") for cash and limited partnership
_____________
Casden Properties – Effect and shall not be taken into account in determining
the existence of a Casden Material Adverse Effect.
"Casden Stock Plan" means the Casden Properties Inc. 1998
Stock Option Plan.
"Casden Subsidiary" means (a) NAPICO, (b) Casden
Properties Sub LLC, a Delaware limited liability company, (c) Casden
Properties
_____________
dt 230059
;
AIC REIT
As referenced in this Agreement and Plan of Merger:
AIC REIT Properties LLC – AIMCO desire that, on or prior to the
Contribution Effective Date, (i) Alan I. Casden ("AIC") will contribute all
of his interests in AIC REIT Properties LLC , a Delaware limited liability
company ("ARP"), and (ii) Casden Investment Corp., a California corporation
("CIC"), will contribute all of its interests in
_____________
dt 278504
;
Aimco Properties
As referenced in this Agreement and Plan of Merger:
AIMCO
Properties, L.P., – L.P., a Delaware limited
partnership ("Casden OP"), will exchange such limited partnership interests
("Casden OPUs") for cash and limited partnership interests in AIMCO
Properties, L.P., a Delaware limited partnership ("AIMCO OP"), on the terms
and subject to the conditions of an OP Unit Contribution Agreement, dated
as
_____________
dt 194045
;
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AIMCO
As referenced in this Agreement and Plan of Merger:
APARTMENT INVESTMENT AND MANAGEMENT – EX-2.1
{SEQUENCE}3
{FILENAME}s264909.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
CASDEN PROPERTIES INC.
AND
XYZ HOLDINGS LLC
Dated as of December 3, 2001
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER ................................................5
_____________
Apartment Investment
and Management – OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of December 3, 2001, by and between Apartment Investment
and Management Company, a Maryland corporation ("AIMCO"), Casden Properties
Inc., a Maryland corporation ("Casden"), and XYZ Holdings LLC, a Delaware
limited liability company ("XYZ").
WHEREAS,
_____________
Apartment Investment and
Management – Third Avenue
New York, NY 10022
Attn: Alan Waldenberg, Esq.
Telecopy: (212) 756-2501
Telephone: (212) 593-5955
(ii) If to AIMCO, to: Apartment Investment and
Management Company
18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telecopy: (714) 593-1703
Telephone: (714) 593-1733
_____________
Apartment Investment and
Management – 18350 Mt. Langley Avenue, Suite 220
Fountain Valley, CA 92708
Attn: Peter K. Kompaniez
Telecopy: (714) 593-1703
Telephone: (714) 593-1733
and Apartment Investment and
Management Company
2000 South Colorado Boulevard
Tower Two, Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and
Harry Alcock
Telecopy: (303) 753-9538
_____________
Apartment Investment and
Management – Tower Two, Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and
Harry Alcock
Telecopy: (303) 753-9538
Telephone: (303) 691-4330
and Apartment Investment and
Management Company
Tower Two
2000 South Colorado Boulevard
Suite 2-1000
Denver, CO 80222
Attn: Terry Considine and Harry Alcock
Telecopy: (303) 691-5662
_____________
dt 152539
;
Blackacre
As referenced in this Agreement and Plan of Merger:
Blackacre Capital
Management – reasonably
acceptable to AIMCO to the effect that (A) each of Cerberus Partners, LP,
BA Casden Investors LLC, Blackacre Park La Brea LLC, Blackacre Capital
Management LLC ("Blackacre") and the Blackacre entity which will be a
signatory to the Development LLC Agreement (collectively, the "Blackacre
Parties") is duly organized,
_____________
Blackacre Capital Management, – South Grand Avenue
Los Angeles, CA 90071
Attn: Jesse Sharf, Esq.
and Scott Calfas, Esq.
Telecopy: (213) 229-6638
Telephone: (213) 229-7638
Blackacre Capital Management, LLC
450 Park Avenue, 28th Floor
New York, NY 10022
Attn: Mark Neporent/Ronald J. Kravit
Telecopy: (212) 891-2104
Telephone: (212)
_____________
dt 230078
;
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