Archstone Inc, the apartment building owner and developer owned by Lehman Brothers Holdings Inc, said on Monday it plans to raise up to $3.45 billion in its initial public offering, making it the biggest U.S. commercial real estate IPO ever.
If the listing, which will be in the form of a real estate investment trust or REIT, takes place this year, it would be the third largest U.S. IPO of 2012, behind Facebook Inc and Banco Santander's Mexican unit.
Archstone's filing did not reveal how many shares the company planned to sell or the expected price. Some analysts have estimated the company's worth at about $16 billion but the company has been selling assets, making it difficult to value.
While Archstone has a large and highly attractive portfolio of properties, it also bears the dubious honor of being cited as one of the primary reasons behind Lehman's collapse.
Lehman's huge stake in the company, estimated at some $6 billion to $7 billion, and the eventual sale of that stake which must take place under the bank's bankruptcy exit plan may put off some investors.
"There's a lot of hair on this deal any way you want to slice it," said Andrew McCulloch, a senior analyst at Green Street Advisors.
Archstone will be listed on the New York Stock Exchange with the ticker "ASN". As a REIT, it can avoid paying corporate level income taxes if it distributes at least 90 percent of its taxable income to shareholders in the form of dividends.
The IPO will also be closely watched as a barometer of how well other real estate companies, such as Blackstone Group LP's Hilton Hotels, could do in a public offering.
Archstone owned or had an interest in 169 U.S. apartment communities, or 54,442 units as of September 30, nearly all of which are located in coastal areas that command higher rents. Most are in Southern California, the San Francisco Bay Area, Southeast Florida, and the metropolitan areas of Washington, D.C., New York, Boston and Seattle.
The average monthly rent for Archstone's apartments in those areas was $2,408 in the third quarter, while for the whole portfolio, average monthly revenue for an apartment was $2,168 and the occupancy rate was 94.2 percent.
"It's good quality stuff," Adelante Capital Management Vice President Len Rittberg said. "It will definitely be a relevant name for anyone that's invested in REITs."
Archstone, based in Englewood, Colorado, also has another dozen communities, or 3,506 apartment units, under construction. It owns land for 28 more developments and has an interest in 10 apartment properties in Germany.
Archstone, however has a higher debt load relative to its earnings than most other apartment REITS and its past debt woes were partly behind Lehman's collapse.
Lehman and Tishman Speyer acquired Archstone Smith, one of the largest owners of U.S. apartments, through a $23.7 billion leveraged buyout in 2007.
As real estate values fell and credit began to dry up, Archstone could not sell buildings to repay some of its loans. Its lenders ended up owning the company in 2010, with Lehman getting 47 percent and other banks a combined 53 percent.
When apartment values rebounded, Lehman sought to spin off Archstone in an IPO, but the banks balked. Ultimately, Lehman bought out the other stakes in two separate transactions for about $2.98 billion. The deals were completed in June.
As of September 30, Archstone's debt adjusted for certain transactions associated with the IPO and the sales of certain assets, was $4.7 billion. The IPO proceeds will be used to repay debt for other general working capital expenses.
By the end of 2013, Archstone expects to sell $1 billion of additional properties, a substantial portion of which are already on the market, and its debt to EBITDA (earnings before interest, taxes, depreciation and amortization) ratio could be 7.5 or less, the company said.
The average debt to EBITDA ratio for apartment REITs is in the mid 6s, according to Green Street.
The company said Citigroup and JP Morgan are underwriting the IPO.