Jones Lang LaSalle To Acquire HFF In Deal With Equity Value Of Approx. $2B

Jones Lang LaSalle (JLL) and HFF, Inc. (HF) 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 $2B.

The transaction has been unanimously approved by the boards of directors of both companies. 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% and 25% compared to the volume weighted average price of HFF over 60 and 90 trading days, respectively, and a premium of approximately 6% over the closing stock price on March 18, 2019.

Upon closing of the transaction, JLL shareholders are expected to own approximately 87% of the combined company, and HFF shareholders are expected to own approximately 13%. All seven Executive Committee members of HFF have agreed to vote their shares, representing 3% 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" run-rate synergies, estimated at approximately $60M 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. JLL says the deal will be accretive to adjusted EPS 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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