Corporate Report

Corporate Report

CORPORATE REPORT by Sean Roth | Real Estate Editor

American Land Lease backs

sale to Green Courte Partners

Clearwater-based real estate investment trust American Land Lease Inc. signed a definitive merger agreement with affiliates of Green Courte Partners LLC, a Chicago-based private equity investment firm. The agreement calls for them to acquire the trust for $14.20 per share, valued at $438 million, assumption of debt and preferred stock.

The two-step acquisition process will start with a cash-tender offer by Green Courte Partners for all of the outstanding shares of American Land Lease's common stock, at the aforementioned price in cash, followed by a cash-out merger in which shares not acquired in the offer will be converted into a right to receive the same cash price per share. However, the merger is not contingent upon the success of the tender offer. With the transaction, limited partners of Asset Investors Operating Partnership LP, American Land Lease's operating partnership, will also receive $14.20 for each of their limited partnership units.

The transaction has been approved by American Land Lease's board of directors and is not contingent on financing for Green Courte Partners, which will need to acquire enough shares to own at least 88% of the outstanding shares. Terry Considine, Thomas L. Rhodes, Bruce D. Benson and Bruce E. Moore, directors of American Land Lease who collectively own 12% of the outstanding common stock, have each committed to tender their shares and sell their operating partnership units in the transaction.

"After a thorough year-long review of strategic alternatives, the board concluded that this transaction was in the best interests of our shareholders, customers and team members," said Considine, who is also American Land Lease chairman and CEO, in a press release.

Randy Rowe, chairman of Green Courte Partners, said the deal doubles the size of the group's portfolio as it "unites the strengths of the Manufactured Housing Institute's 2007 and 2008 Community Operators of the Year."

The deal is expected to start by Dec. 23 and is expected to be completed in the first quarter of 2009.

Wachovia Capital Markets LLC served as the exclusive financial advisor to American Land Lease, while Skadden, Arps, Slate, Meagher & Flom LLP and Hill Ward Henderson served as legal counsels to American Land Lease in connection with the transaction. DLA Piper LLP served as legal counsel to Green Courte Partners.

American Land Lease owns, develops and manages residential land lease communities in 30 markets, primarily in Florida, Arizona and Alabama.

Green Courte Partners focuses primarily on investing in and operating manufactured housing communities, retail and mixed-use properties, and parking assets.

Horizon Bay enters life-care

market with three communities

AEW Capital Management LP has selected Horizon Bay Retirement Living, a Tampa-based, national, senior-housing operator, to manage three continuing-care retirement communities: Regency Oaks in Clearwater, Lake Port Square in Leesburg, and South Port Square in Port Charlotte.

The transaction marks Horizon Bay's entrance into the continuing-care retirement communities/life-care market; the company's other communities operate as rentals. It also increases Horizon Bay's units under management by 1,694 to now total more than 14,000, encompassing 77 communities nationwide in 15 states. The three retirement communities' 1,300 employees will become employees of Horizon Bay, which now employs more than 6,000 people.

"We're excited to enter the [continuing-care retirement communities] market and believe this is a natural extension of our diverse portfolio of living options for seniors," said Thilo Best, Horizon Bay's chairman and CEO. "We are also delighted to add AEW to our roster of institutional real estate investors that we manage properties for, and we're looking forward to continuing the tradition of excellent service and amenities."

Regency Oaks is located on 40 acres in Clearwater and has 473 apartment homes. Lake Port Square is located on 78 acres on the shores of Lake Harris in Leesburg, and features two residential buildings with 553 apartment homes. South Port Square, in Port Charlotte, features 668 total units in two residential buildings known as Gables East and Gables West. All three retirement communities offer independent and assisted living, home health and skilled nursing care.

AEW Capital Management provides real estate investment management services, and as of Sept. 30, it managed about $34 billion of capital invested in more than $48 billion of property and securities in North America, Europe and Asia.

Brown & Brown subcompany

buys assets of Portland firm

A subsidiary of Daytona Beach- and Tampa-based insurance company Brown & Brown Inc. purchased the assets of Stewart & Tunno Insurance Agency Inc. of Portland, Ore.

Stewart & Tunno Insurance Agency reported annual revenues of $1.8 million and focuses on property and casualty insurance both in its home market and throughout the country.

Stewart & Tunno principals Eleanor Procter, Ronald J. Manza, Colleen Thomas and their staff will combine operations with Brown & Brown's existing Portland office.

Brown & Brown Inc. offers insurance and reinsurance products and services, as well as risk management, third-party administration, managed health care, and Medicare set-aside services and programs.

Intertape Polymer to cut jobs,

revise contracts, services, fees

Montreal- and Bradenton-based plastic- and paper-based packaging products maker Intertape Polymer Group Inc. has announced plans to further reduce costs due to the continuing economic turmoil.

The company's workforce is being reduced by 152 people from the previous total of 2,100. Intertape is extending the holiday shutdown period by an additional week across all of its facilities, but essential services will be maintained. The company has also reviewed all third-party contracts and fees. In addition, some services have been internalized and existing fee arrangements have been modified.

"We are taking these necessary and proactive steps, as unfortunate as some are, as we continue our focus on cash management and lean operations," Melbourne Yull, executive director of Intertape, said in a press release. "As previously announced, fourth-quarter sales are expected to decline from third-quarter levels. Nonetheless, we are encouraged with the prospects for 2009. Several new, high-margin products have been developed in-house and have been introduced over the past few months. The additions are in all of our sectors, many in new markets which positions the company to benefit from further opportunities."

Intertape Polymer Group employs 1,950 employees with operations in 17 locations, including 13 manufacturing facilities in North America and one in Europe.

Etc...

Encore Bank hires Rasmussen

to lead Collier operations

Houston-based Encore Bank has appointed W. Jay Rasmussen president of Collier County operations. He will be responsible for developing and implementing regional strategies, which include commercial, business, private, and retail banking within the county.

His office is located in Encore's regional headquarters at 3003 Tamiami Trail in Naples and he will report to Tom Ray, president of Encore Bank Florida.

Prior to joining Encore Bank, Rasmussen developed the commercial loan portfolio and depository relationships at CNL Bank. He has worked in the banking industry for 17 years.

"Our search for this very important role of was about finding the individual who embraces our relationship-focused community bank model," Ray said in a press release. "Jay brings the leadership, personality and track record of performance to be successful in meeting the needs of our clients in Collier County."

 Encore Bank operates six branch offices in Southwest Florida.

HSN adds publishing exec

to board of directors

Interactive multi-channel retailer HSN Inc. (NASDAQ:HSNI) announced the appointment of John "Jay" Morse Jr. to its board of directors.

Morse is currently senior vice president, finance and chief financial officer of The Washington Post Co., positions he has held since 1989. He also is president of Washington Post Telecommunications Inc. and Washington Post Productions Inc., both subsidiaries of The Washington Post Co. Morse had announced plans to retire from the company at the end of 2008.

Prior to joining The Washington Post Co., Morse was a partner at PricewaterhouseCoopers where he worked with publishing/media companies and multilateral lending institutions for more than 17 years.

He will also serve as a member of the board's audit committee and act as chairman of the compensation and human resources committee. Morse's appointment increases the number of HSN board members to 10.

HSN Inc. is a $3 billion, interactive, multi-channel retailer with two operating segments, HSN and Cornerstone Brands. HSN offers retail experiences on TV, online, in catalogs and in retail stores. Cornerstone Brands houses several leading home and apparel lifestyle brands including Ballard Design, Frontgate, Garnet Hill, Grandin Road, Improvements, Smith+Noble, The Territory Ahead, and Travelsmith.

Nicholas Financial opens

Columbus, Ohio branch

Clearwater-based Nicholas Financial Inc. has opened a new branch office in Columbus, Ohio. It is its second branch in the market and sixth in the state.

The new location continues the company's planned expansion of its branch office network, which now includes 48 offices in Florida, Georgia, North Carolina, South Carolina, Virginia, Ohio, Michigan, Maryland, Kentucky, Indiana, Alabama and Tennessee. Each of the offices is a full-service lending and collection facility.

Nicholas Financial acquires and services automobile and light truck installment sales contracts from new- and used-car dealers. It reports assets of $197.37 million.

Sun Hydraulics Corp. issuing

fourth-quarter dividend

Sarasota-based Sun Hydraulics Corp. announced a nine cent per share dividend on its common stock. The dividend is payable on Jan. 15 to shareholders of record as of Dec. 31.

Sun Hydraulics is a designer and manufacturer of high performance screw-in hydraulic cartridge valves and manifolds.

Diverse Web site launched for

NCircle'S shows

In a deal with Bonita Springs-based Source Interlink Cos. Inc.'s NCircle Entertainment division, Erlanger, Ky.-based Brand Performance LLC has launched www.thwoop.com, a Web site that will provide entertainment content, user-contributed videos, online shopping and social networking.

Thwoop.com will initially feature unique and sometimes hard to find videos from NCircle Entertainment, including full episodes of Animal Atlas, Hermie & Friends, Hopla, Mighty Machines, Pocoyo and Word World. The site is being developed as an e-commerce destination that will allow visitors to view, rate and then purchase new content directly from various partner sites.

"Thwoop.com offers a perfect opportunity for us to reach consumers in a new and exciting way, and embrace all of the amazing possibilities the web provides for video entertainment and social networking. We are pleased to be working with industry leaders NCircle and Magnify.net on this exciting new endeavor," Ty Simpson, CEO of Brand Performance, said in a press release. "Our customers already love our brands, and now we can offer them exclusive new content on Thwoop.com that both enhances our brand partners and gives us a new platform to communicate with our customers. Never before have all of these elements been available in one place, dedicated to character enthusiasts."

Online brand development company Brand Performance currently operates and manages TysToyBox.com and AllAboardToys.com - two of the fastest-growing, character-based, independent online toy stores - along with official online stores for Thomas the Tank Engine, Curious George, Yo Gabba Gabba, Care Bears and Caillou, on behalf of leading licensors such as HIT Entertainment, Cookie Jar Entertainment, Universal, Big Tent Entertainment, and Chorion.

NCircle Entertainment licenses, manufactures and distributes family and children's programming for home entertainment and consumer products.