Moody’s Corporation (NYSE:MCO) and Reis, Inc. (NASDAQ:REIS) announced today that they have entered into a definitive merger agreement for Moody’s to acquire all outstanding shares of Reis in an all-cash transaction valued at approximately $278 million. The transaction has been approved by the Boards of Directors of both companies.
Reis is a leading provider of U.S. commercial real estate (CRE) data. Over nearly 40 years, Reis has compiled a rich archive of detailed information on some 18 million properties nationwide. Providing analysis and forecasts covering 275 metropolitan markets and 7,700 submarkets, Reis has become the data set of choice for CRE professionals, including property developers, managers, investors, lenders and brokers.
This transaction underscores Moody’s Analytics’ mission to empower customers to make better, faster financial decisions. The combination of Reis’s extensive data and Moody’s Analytics’ specialized capabilities aims to enhance analytical practices in the CRE market and contribute to the efficiency and liquidity of capital flows. The acquisition further expands Moody’s Analytics’ network of data and analytics providers in the CRE space, including recent investments in start-ups that apply innovative approaches and new technologies to source data and deliver tools to the market.
“Commercial real estate is analytically very complex, and Reis has committed decades of effort and expertise building a unique data asset with critical and hard to replicate information on this large and important asset class. Their data on CRE supply and Moody’s Analytics’ insights on the demand for commercial properties will provide market participants with a powerful 360-degree view of the economics of CRE lending and investment,” said Mark Almeida, President of Moody’s Analytics. “Working together, both Reis and Moody’s Analytics will become even more relevant and valuable to CRE finance professionals.”
Lloyd Lynford, Reis’s CEO, said: “Joining with Moody’s will accelerate our founding vision of bringing transparency to the commercial real estate asset class and superior decision support to all commercial real estate professionals. Our Board of Directors has thoroughly and carefully considered our alternatives and evaluated the proposal from Moody’s and believes it provides our stockholders with compelling value and an outstanding strategic platform for continued growth while benefiting our customers and employees.”
Under the terms of the merger agreement, Moody’s will commence a tender offer to acquire all issued and outstanding shares of Reis common stock for $23.00 per share in cash. The transaction is subject to customary closing conditions and regulatory approvals, including the tender of a majority of the issued and outstanding shares of Reis common stock and clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Moody’s has also entered into tender and support agreements with certain Reis management stockholders under which they have committed to accept the tender offer and to tender all of their Reis shares, which represent approximately 18% of Reis’s issued and outstanding shares.
Following completion of the tender offer, Moody’s will acquire all remaining shares of Reis at the same price of $23.00 per share through a second-step merger and Reis will become a wholly-owned subsidiary of Moody’s. The closing of the transaction is expected to take place in the fourth quarter of 2018.
The transaction will be funded through a combination of cash on hand and commercial paper. Moody’s expects the acquisition of Reis to be accretive to earnings per share on a GAAP basis in 2020. On an adjusted EPS basis, which excludes purchase price amortization, the transaction will be accretive in 2019. Moody’s continues to expect share repurchases for 2018 to be approximately $200 million, subject to available cash, market conditions and other capital allocation decisions.
Skadden, Arps, Slate, Meagher &Flom LLP is acting as legal counsel to Moody’s. Fried Frank Harris Shriver & Jacobson LLP is acting as legal counsel to Reis and CanaccordGenuity is serving as financial advisor to Reis.