A new investment fund led by Charleston’s Greystar Real Estate Partners has agreed to buy Monogram Residential Trust Inc., an owner and developer of luxury apartments, in a deal valued at about $3.0 billion including debt.

Monogram’s stockholders would receive $12.00 a share in cash, about 22% more than the stock’s closing price on July 3, the last trading day before the deal was announced, Monogram said today. Monogram’s board approved the merger unanimously.

The buyer is Greystar Growth and Income Fund LP, which Greystar described as its new flagship “core-plus perpetual life vehicle.” Greystar is forming the fund with three founding investors: affiliates of APG Asset Management N.V., a Dutch pension investor; GIC, the Singapore investment firm that manages that country’s foreign reserves; and Ivanhoé Cambridge, the real estate arm of Quebec’s Caisse de dépôt et placement du Québec.

Monogram’s apartments would be the fund’s first holdings.

“We are excited to add Monogram’s high quality assets in some of the best markets in the country as the seed portfolio for Greystar Growth and Income Fund, LP, our flagship core-plus perpetual life vehicle,” said Bob Faith, Greystar’s founder, chairman and CEO. “The collective strength and experience of our high-quality investment partners are second to none, and we look forward to completing this transaction and further expanding Greystar’s U.S. multifamily platform.”

What Greystar is buying

Monogram, based in Plano, Texas, owned interests in 49 apartment communities with 13,674 homes in 10 states as of March 31, according to the company. Its markets include Denver, Orlando, Miami and Fort Lauderdale, Atlanta, Washington, Philadelphia, Las Vegas, Boston, San Francisco, Los Angeles, San Diego, Austin, Dallas and Houston, according to its most recent annual report.

The company was formerly known as Behringer Harvard Multifamily REIT I Inc. Its shares have traded on the New York Stock Exchange under the symbol MORE since November 2014. It had 425 employees at the end of January, according to the annual report.

Monogram holds some of its properties through two joint ventures with institutional investors, PGGM and NPS. The $3.0 billion figure includes Monogram’s share of those ventures. The PGGM venture will be restructured, and Greystar will buy out NPS’s interests under a separate agreement for about $0.5 billion, subject to adjustments at closing, Monogram said.

“We are pleased to have reached this agreement, which maximizes value at a substantial premium to our existing share price,” said Alan Patton, chairman of Monogram’s board. “We are confident that today’s announcement represents the best path forward for all of Monogram’s stockholders.”

Mark Alfieri, Monogram’s CEO, president and chief operating officer, credited the company’s operations, development programs and “skillful market timing.”

“The interest we received from this sophisticated group of investors demonstrates that our targeted focus on building our portfolio with high quality Class A assets in select core markets has been recognized and our stockholders and joint venture partners are rewarded with this successful outcome,” Alfieri said.

How the deal is financed

The deal does not depend on Greystar getting financing, Monogram said. JPMorgan Chase Bank has committed $2.0 billion in debt financing, in the form of two bridge loans, according to Monogram’s filing with the Securities and Exchange Commission. Greystar and its partners have committed $1.636 billion of equity.

If Monogram ends the agreement for a better offer within the first 30 days, it would owe the buyers a $25.3 million termination fee. After that, the fee rises to $65.7 million. If the buyers breach the agreement in certain ways or fail to close once all other conditions are met, they would owe Monogram $202.1 million, according to the filing.

Monogram stockholders must approve the merger. The companies expect it to close in the second half of the year.

After paying its previously announced second-quarter dividend on July 7, Monogram will pay no more dividends before closing except as needed to keep its status as a real estate investment trust. Any such dividend would be deducted from the purchase price, the company said.

Morgan Stanley is Monogram’s financial adviser, and Goodwin Procter is its legal adviser. J.P. Morgan Securities is advising Greystar, with Jones Day as its legal counsel.

Greystar’s scale

Greystar is the largest operator of apartments in the United States, according to the company. It manages more than 415,000 units in over 140 markets around the world, with an estimated aggregate value of about $80 billion. Its investment management business oversees nearly $17 billion in gross assets for institutional investors, including more than $8 billion of developments completed or under way.

Faith founded the company in 1993. The merger agreement lists its address as 18 Broad St. in Charleston.