$1.1B Sale Bails Out National Golf

SANTA MONICA, CA-National Golf real estate investment trust says a partnership of Goldman Sachs has agreed to buy the troubled golf course REIT and its affiliated private company, American Golf Corp., for $1.1 billion.

National says its board has approved the sale, under which a group composed of Goldman Sachs’ GS Capital Partners 2000, Goldman Sachs’ Whitehall Street Real Estate Fund 2001 Starwood Capital Group’s SOF VI U.S. Holdings LLC will buy the outstanding equity interests of American Golf Corp., which leases and operates nearly all of National Golf’s properties. The transaction, which will take National private, includes full repayment of all existing National Golf and American Golf debt and is expected to close in early 2003, subject to customary closing conditions including shareholder and regulatory approvals.

Under the agreement, National Golf shareholders and common unit holders will receive $12 per share in cash or per unit. National and American will continue to own, lease or manage over 250 municipal, daily fee, resort and private golf courses and clubs in the United States as well as in the United Kingdom, Australia, and Japan.

The deal will settle a series of financial woes that troubled National and American after a sharp fall-off in business at their courses hobbled American’s capacity to pay its rent to National. The financial woes of the two companies cast doubt on their futures and prompted National’s auditor, PricewaterhouseCoopers, to say in a National annual report that the problems “raise substantial doubt” about National’s “ability to continue as a going concern.”

Under terms of the Goldman Sachs buy-out, David Price, founder of both American Golf and National Golf, will become chairman emeritus after the deal closes and, along with other owners of American Golf, will receive $10,000 in cash plus 2% of the equity in National Golf and an option to acquire 2% of the equity in American Golf. The compensation to Price and the others replaces what they would have received in a previously proposed merger with National Golf.

National Golf owns 116 golf courses at 104 locations in 22 states. American Golf operates 250 golf clubs and is the largest operator of golf facilities in the world.