TUCSON, AZ — Chicago-based Enlivant, one of the nation’s largest owners and operators of senior living communities, TPG, a leading global investment firm, and TPG Real Estate, the real estate platform of TPG, are acquiring a series of large, strategic portfolio acquisitions from several unrelated organizations. As part of these acquisitions, Brookdale Catalina Foothills was purchased for $12.25 million ($127,604 per bed).  The 96-apartment units at 3701 N Swan Road in Tucson has been rebranded to Foothills Place with assisted living and memory care units.

The seller was Brookdale affiliate, BREA Tucson LLC of Brentwood, Tennessee.

The acquisitions result in significant operational expansion for Enlivant, adding another 48 communities, representing 3,084 independent living, assisted living, and memory care apartment units across 14 states, to the company’s growing national platform. Sixteen of the communities recently closed, and the remaining thirty-two communities are expected to close over the next several months, subject to customary regulatory closing conditions.

“These strategic acquisitions, which directly advance our mission of enriching lives through meaningful relationships and vibrant communities, usher in a new and exciting era of robust growth at Enlivant,” said Jack R. Callison Jr., Chief Executive Officer. “Although these acquisitions expand the size of our national portfolio by nearly 40 percent, we continue to strive not to become the nation’s largest senior living provider, but to become the nation’s most trusted senior living provider.”

Enlivant (formerly Assisted Living Concepts) was acquired by TPG in 2013. Throughout the life of the growing partnership, Enlivant has continually enhanced its operational capabilities and expanded its national footprint through both organic growth and external acquisitions.

“These transactions mark a period of significant business momentum for Enlivant as they continue to scale their national operating platform while maintaining their founding commitment of providing each of their residents with the highest level of attentive, individualized, and personalized care in a home-like setting,” said Avi Banyasz, Partner and Co-Head of TPG Real Estate. “We look forward to growing our long-term partnership with Enlivant by fully and thoughtfully integrating these new communities and further building out this industry-leading business.”

The acquired communities are located in Arizona, Delaware, Florida, Georgia, Kansas, Illinois, Indiana, North Carolina, Ohio, Oklahoma, Pennsylvania, Tennessee, Virginia and West Virginia.

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Expanded Domestic and Global Capabilities Enhance Client Service Platform

WASHINGTON, DC – Cassidy Turley, a leading commercial real estate services provider in the U.S., announced today that it has entered into an agreement with an affiliate of DTZ Investment Holdings, backed by TPG, PAG Asia Capital and Ontario Teachers’ Pension Plan (the Consortium that agreed to acquire DTZ), to sell 100% of the equity interests of Cassidy Turley.  The agreement is subject to customary closing conditions and is dependent on Cassidy Turley’s combination with the operations of DTZ Group (DTZ) to create a global, full-service commercial real estate services company. The Consortium’s acquisition of DTZ is currently scheduled to close around October 31, 2014. The acquisition of Cassidy Turley is expected to close on December 31, 2014.

DTZ’s full-service capabilities throughout Europe and Asia coupled with Cassidy Turley’s legacy of strong local market leadership and penetration in the U.S. will immediately position the new company as a top global commercial real estate services firm. The combination of Cassidy Turley and DTZ, which will retain the DTZ brand, will create a company with revenues of more than $2.9 billion and more than 28,200 total employees. As a result, the firm will be able to more effectively serve its clients and compete for new business anywhere in the world.

“Following a period of intensive mutual due diligence, we are confident that this combination is an excellent cultural fit as well as an opportunity to partner with a global brand,” said Joseph Stettinius, Jr., Cassidy Turley Chief Executive Officer.

“The Consortium is very pleased that DTZ Investment Holdings affiliate has reached an agreement to acquire Cassidy Turley after closing of the DTZ transaction. Cassidy Turley is a leading real estate services business in the U.S. and will complement DTZ’s existing very strong businesses in Asia and Europe as well as DTZ’s existing U.S. businesses,” said Ben Gray, Managing Partner, Asia, TPG.

“We are excited that Brett White, former Chief Executive Officer of CBRE Group, is investing in the acquisition alongside the Consortium and will be joining the Board of Directors once the DTZ transaction is completed, before becoming Executive Chairman of the new company in March 2015.  In addition, we are pleased Tod Lickerman will continue in his current role as Global Chief Executive Officer of DTZ, while Joe Stettinius will become Chief Executive of the Americas,” added Mr. Gray.

A combination with DTZ presents a minimal overlap in leadership, infrastructure and market coverage in the U.S.  Joe Stettinius will work in partnership with Tod Lickerman and Brett White to develop a plan to integrate the Americas business and create an innovative market leading platform.  DTZ’s existing Americas Facilities Management business will remain part of DTZ’s Global Occupier Services organization.

“I want to recognize all of our professionals for their hard work and performance. Their focus on operational excellence and client service as well as our clients’ continued confidence in our people and platform positioned us for this opportunity to combine with DTZ. The combined companies will create a game-changing organization – not only for us but for the entire industry,” added Mr. Stettinius.

SCOTTSDALE, Ariz. (GLOBE NEWSWIRE) — AV Homes, Inc. (Nasdaq:AVHI), a developer and builder of active adult and conventional home communities in Arizona and Florida, today announced that TPG, a leading global private investment firm, has agreed to make a $135 million investment in the Company at a price of $14.65 per share, which represents a 9.6% premium to the 30-day trailing average closing price of AV Homes’ common stock. AV Homes will use the proceeds to accelerate the implementation of its strategic growth plan in its existing and new high-potential housing markets. In addition the Company has adopted a shareholder rights plan effective today designed to protect its net operating loss assets from the application of Section 382 of the Internal Revenue Code.

Since 2011, AV Homes has strategically re-engineered the Company to position it to benefit from the recovery of the homebuilding industry. It reduced overhead, launched initiatives to improve internal processes, invested in a new scalable IT platform, and developed a strategic plan to guide its growth.

Roger A. Cregg, AV Homes’ President and Chief Executive Officer, said the investment will allow the Company to pursue new investment opportunities in its core markets in line with the Company’s long-term strategy. “We’re delighted that a renowned global private investment firm such as TPG has confidence in our vision, and in our ability to execute that vision, as the housing industry continues its recovery. It’s an exciting time for AV Homes and I am confident that the implementation of our plans will drive growth and deliver long-term value to our shareholders,” Cregg said.

AV Homes currently operates in the Phoenix, Arizona and Central and South Florida markets. The Company’s primary operations are focused on the development of active adult communities designed for people 55+ through its Vitalia brand, and serving the housing needs of first-time and move-up homebuyers through its Joseph Carl Homes brand.

Kelvin Davis, senior partner at TPG, said AV Homes has established a strong platform for future growth. “AV Homes has assembled a strong management team with deep industry experience. The Company is well-positioned to participate in the on-going recovery of the housing market, with real estate assets located in two healthy and growing Sunbelt markets,” Davis said.

Key Investment Terms
The investment by TPG has been approved by AV Homes’ Board of Directors and it is anticipated that funding will take place by Thursday, June 20, 2013. The key terms of the investment are as follows:
• TPG will make a $135 million equity investment in AV Homes at $14.65 per share, a 9.6% premium to the 30-day trailing average closing price of AV Homes’ common stock.
• At the closing of the transaction, the Company will issue approximately 2.6 million shares, or approximately $37.5 million, of common stock, representing approximately 19.9% of the Company’s outstanding common stock, and approximately 0.7 million shares, with an initial liquidation value of $97.5 million, of newly created Series A Contingent Convertible Cumulative Redeemable Preferred Stock (the “Series A Convertible Preferred Stock”).
• TPG’s ownership in the Company will be approximately 41.9% on an as-converted basis at the closing of the transaction.
• The Series A Convertible Preferred Stock is convertible on a ten-for-one basis upon stockholder approval, in accordance with NASDAQ rules. AV Homes has agreed to hold a meeting of its stockholders within 90 days following the closing date for stockholders to vote on the conversion of the preferred stock into common stock. Two of the Company’s largest stockholders, ODAV LLC and JEN Partners, LLC, representing 24.2% of the outstanding common stock of the Company, have both disclosed to the Company their intention to vote in favor of the conversion.
• The Series A Convertible Preferred Stock will accrue increasing quarterly dividends beginning in six months, if the preferred shares remain outstanding.
• TPG will have two of eight Board seats at closing, increasing to four of ten Board seats upon receipt of stockholder approval. In addition, TPG will have the right to have two directors appointed to the compensation committee and a newly created finance committee, both of which will have five members, and will have the right to have one director appointed to each other Board committee. TPG’s Board and committee representation will decrease in the event its ownership percentage decreases below certain specified levels.
• TPG will have consent rights for certain major decisions of the Company as long as it maintains at least 10% ownership of the Company’s common stock on an as-converted basis and at least 25% of the common stock it will hold on an as-converted basis at closing of the transaction.

As noted above, TPG will acquire a 41.9% ownership interest in the Company following the transaction. Because of the Company’s net operating loss position, it has generated a significant net operating loss (NOL) carry forward for federal income tax purposes. The Company’s ability to use its NOLs can be negatively impacted if there is an “ownership change” as defined under Internal Revenue Code Section 382. In general, this would occur if certain ownership changes related to the Company’s stock that are held by 5% or greater stockholders exceeds 50% measured over a rolling three year period. Therefore, the Company has also adopted a shareholder rights plan effective today that is designed to protect the Company’s valuable NOLs from the application of Section 382, which can restrict the use of NOLs following a change of ownership. Under the plan, when a person or group has obtained beneficial ownership of 4.9% or more of the Company’s common stock, or an existing holder with greater than 4.9% ownership acquires more shares of the Company’s common stock, there would be a triggering event causing significant dilution in the economic interest and voting power of such person or group. The Company’s Board of Directors, acting through its newly formed Finance Committee, has the discretion to exempt an acquisition of common stock from the provisions of the rights plan. The details of the operation of the rights plan, and certain exemptions from the rights plan that the Board has approved with respect to TPG, can be found in the Company’s Current Report on Form 8-K, which the Company expects to file this week.