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JLL agrees to acquire HFF in $2B deal


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JLL agrees to acquire HFF in $2B deal

Jones Lang LaSalle Inc. signed a definitive agreement to acquire all the outstanding shares of HFF Inc. in a cash and stock deal with an equity value of approximately $2 billion.

Under the transaction, approved unanimously by the boards of the two real estate services providers, HFF shareholders will receive $24.63 in cash and 0.1505 of a Jones Lang LaSalle, or JLL, share for each HFF share.

The cash and stock consideration translates to $49.16 per HFF share, based on the $163.02 per share closing price of JLL stock March 18. The offer price reflects a premium of approximately 22% and 25% compared to the volume weighted average price of HFF over the past 60 and 90 trading days, respectively, and a premium of approximately 6% over the March 18 closing stock price.

Once the transaction is completed, shareholders of JLL are expected to hold roughly 87% of the combined company, with HFF shareholders owning 13%. JLL anticipates that the acquisition will strengthen its full-service capital markets services to clients and boost growth of its debt advisory business in Europe and Asia-Pacific.

The deal has the support of all seven executive committee members of HFF, who have agreed to vote their shares, representing a 3% stake in the company, in favor of the transaction.

Pending the approval of HFF shareholders and customary closing conditions, the merger is slated to wrap up in the third quarter of 2019.

JLL said it plans to use a combination of cash reserves and its existing syndicated credit facility to fund the cash portion of the transaction, which is not contingent upon receipt of financing.

Additionally, HFF CEO Mark Gibson will join JLL as CEO, capital markets, Americas and co-chair of its global capital markets board. JLL also expects to appoint one of HFF's existing directors to its board, effective with the merger's closing.

JP Morgan is acting as exclusive financial adviser, and Sidley Austin LLP is serving as legal counsel for JLL.

HFF enlisted Morgan Stanley & Co. LLC as financial adviser and Dechert LLP as legal counsel.