We advised the Special Committee of the Board of Directors of Carter Validus Mission Critical REIT (CVREIT), a leading non-traded healthcare and data center real estate investment trust (REIT), relating to its merger with Carter Validus Mission Critical REIT II in a stock and cash deal. Following the merger, the combined company comprised 150 healthcare and data center properties encompassing 8.7 million square feet across 33 states.

Stout was engaged to advise the Special Committee on the proposed transaction and issue a fairness opinion regarding the consideration to be paid by the company in connection with the proposed transaction. Related-party transactions are frequently scrutinized, as shareholders fear that the related party is benefiting at the expense of the company.

As part of our analysis, we performed an independent valuation analysis of each property within each REIT. The aggregate value of each REIT and the resulting combined company were also analyzed. This resulted in a range of values for each REIT and the combined REIT. We also reviewed the proposed purchase contracts to fully understand the consideration and to identify any other potential liabilities being assumed. The analysis was presented to the Special Committee and was used by it in connection with its review of the proposed transaction.

Note: This work was performed prior to joining Stout.