Gables Residential Trust, Boca Raton, Fla., has announced an agreement under which a private equity partnership managed by ING Clarion Partners, a wholly owned subsidiary of Amsterdam-based ING Groep NV of the Netherlands, will acquire Gables for a total consideration of about $2.8 billion.Gables said the deal would be the largest public-to-private real estate investment trust transaction in the multifamily sector. Under the agreement, the ING Clarion partnership will acquire all of Gables' common stock for $43.50 per share in cash, which Gables said represents a 14% premium over its closing share price on June 6 and an 18% premium over the average share price of the previous 10 days. The total consideration includes the assumption and refinancing of approximately $1.2 billion of the company's outstanding debt and its outstanding series C-1, series D, and series Z preferred shares. Gables said the deal is being financed by $400 million of equity provided by ING, with the remainder of the debt and equity capital being arranged by Lehman Brothers Inc. and its affiliates. The multifamily REIT can be found online at http://www.gables.com.

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