The RMR Group Completes Acquisition of CARROLL Multifamily Platform
19 Dicembre 2023 - 10:15PM
Business Wire
Accretive Transaction Expands RMR’s Expertise
and Private Capital AUM
The RMR Group (Nasdaq: RMR) today announced that it has
completed its acquisition of MPC Partnership Holdings, LLC, doing
business as CARROLL (“CARROLL”), a vertically integrated
multifamily platform. The acquisition, which was announced on July
31, 2023, expands RMR’s platform to include multifamily commercial
real estate, the only major property sector in which RMR did not
have a significant presence, increases its private capital assets
under management and diversifies its roster of private capital
clients.
Adam Portnoy, President and Chief Executive Officer of RMR, made
the following statement:
“With the CARROLL acquisition, RMR was able
to implement our growth strategy of leveraging our strong balance
sheet to make strategic acquisitions. Today, we acquired a
vertically integrated organization that expands our scale,
diversifies our platform, substantially increases our private
capital assets under management and is financially accretive. I
welcome the experienced and talented CARROLL team to RMR and look
forward to working with them to further expand our multifamily
platform.
“With more than $200 million in cash
remaining after completing the CARROLL acquisition and no debt, RMR
is well-positioned to pursue additional growth opportunities that
deliver attractive risk adjusted returns for our shareholders.”
Transaction Details
RMR acquired 100% of the equity interests in CARROLL for $80
million in cash, subject to customary purchase price adjustments,
with the potential for incremental earnout consideration up to $20
million based on the deployment of the remaining capital
commitments of the existing CARROLL investment funds. Consents
approving the transaction were received from all limited partners,
joint venture partners and lenders to the extent that their consent
was required in connection with the transaction.
Advisors
The CenterCap Group, LLC served as exclusive financial advisor
and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal
advisor to RMR on this transaction. UBS Investment Bank served as
exclusive financial advisor and King & Spalding LLP served as
legal advisor to CARROLL.
About The RMR Group:
The RMR Group is a leading U.S. alternative asset management
company, unique for its focus on commercial real estate (CRE) and
related businesses. RMR’s vertical integration is supported by over
600 real estate professionals in more than 30 offices nationwide
who manage approximately $36 billion in assets under management and
leverage more than 35 years of institutional experience in buying,
selling, financing and operating CRE. RMR benefits from a scalable
platform, a deep and experienced management team and a diversity of
direct real estate strategies across its clients. RMR is
headquartered in Newton, MA and was founded in 1986. For more
information, please visit www.rmrgroup.com.
WARNING REGARDING FORWARD-LOOKING
STATEMENTS
This press release includes forward-looking statements that are
within the meaning of the Private Securities Litigation Reform Act
of 1995 and other securities laws that are subject to subject to
risks and uncertainties. These statements may include words such as
“believe,” “could,” “driving,” “estimate,” “expect,” “goal,”
“intend,” “may,” “plan,” “project,” “seek,” “should,” “will,”
“would,” “considering,” and negative or derivatives of these or
similar expressions. Forward-looking statements include, without
limitation, statements regarding the transaction, prospective
performance, future plans, events, expectations, performance,
objectives and opportunities and the outlook for CARROLL’s business
and the accuracy of any assumptions underlying any of the
foregoing. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties and are cautioned not to place undue
reliance on these forward-looking statements. Actual results may
differ materially from those currently anticipated due to a number
of risks and uncertainties. The transaction is subject to various
additional risks, including: the risk that the business will not be
integrated successfully or that the integration will be more costly
or more time-consuming and complex than anticipated; the risk that
cost savings and synergies anticipated to be realized by the
transaction may not be fully realized or may take longer to realize
than expected; risks related to future opportunities, plans and
strategy for CARROLL, including the uncertainty of expected future
financial performance, expected access to capital, timing of
accretion and operating results of RMR following completion of the
transaction and the challenges facing the industries in which RMR
and CARROLL operate; the risk that the transaction will divert
management’s attention from RMR’s ongoing business operations;
risks associated with the impact of general economic, political and
market factors on us, CARROLL or the transaction; and other
matters. These factors should not be construed as exhaustive and
should be read in conjunction with other cautionary statements that
are included in RMR’s periodic filings. The information contained
in RMR’s filings with the Securities and Exchange Commission
(“SEC”), including under the caption “Risk Factors” in its periodic
reports, or incorporated therein, identifies important factors that
could cause differences from the forward-looking statements in this
press release. RMR’s filings with the SEC are available on its
website and at www.sec.gov. You should not place undue reliance on
forward-looking statements. Except as required by law, RMR
undertakes no obligation to update any forward-looking statement,
whether as a result of new information, future events or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20231219278378/en/
Kevin Barry, Senior Director, Investor Relations (617)
658-0776
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