Hate to say I'm confused, but the numbers still don't add up for me. The combined companies maybe needed $100MM (wild guess)to keep operating for a good while (not counting capital expansion). But to get that, they had to "de-REIT". By merging in 2000 they get no 1999 benefit of OPCO's losses, so they owe $100MM in tax. They stubbornly paid their Q3 dividend (60+MM)in cash. Perhaps 50MM of fees and severance and cash buy backs. Another $40+ MM for next year's new pfd divs. That's $350MM, plus 150MM "cushion", which they'll get with the new equity money and the expanded bank line. But they probably just needed $100mm to start with.
The proxy has a lenghty discussion of what they went through to get where they ended up with Blackstone/Fortress. Guess I'll have to read it again more slowly, but as I recall it's pretty deficient when they explained away the "stand-alone alternative".
The discounted cash flow analyses by M/L and Wasserstein are pathetic.
Flipper's right (and I posted it some time ago) - the banks shoved this deal down their throats. They should have just merged (with a vote) by 12/31 and borrowed $100MM from Sodexho.