WASHINGTON, March 6 /PRNewswire-FirstCall/ -- CarrAmerica Realty
Corporation (NYSE: CRE) today announced that it has signed a definitive merger
agreement to be acquired by an affiliate of The Blackstone Group in a
transaction valued at approximately $5.6 billion.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990820/CRELOGO )
Under the terms of the agreement, Blackstone will acquire all of the
outstanding common stock of CarrAmerica for $44.75 per share in cash. The
purchase price per share represents an 18.4% premium over CarrAmerica's
closing stock price on February 16, 2006, the date prior to published reports
regarding a potential acquisition of CarrAmerica. CarrAmerica is permitted to
pay its regular quarterly dividend for the quarter ending March 31, 2006, but
will not pay any dividends on its common stock thereafter.
CarrAmerica's Board of Directors has unanimously approved the merger
agreement and has recommended the approval of the transaction by CarrAmerica's
common stockholders. Completion of the transaction, which is currently
expected to occur in the second quarter of 2006, is contingent upon customary
closing conditions and the approval of CarrAmerica's stockholders, who will be
asked to vote on the proposed transaction at a special meeting that will be
held on a date to be announced. The transaction is not contingent on receipt
of financing by Blackstone.
Blackstone has agreed that, as promptly as practicable after the
completion of the merger, it will liquidate the surviving corporation in the
merger. In the liquidation, each holder of a share of the 7.50% Series E
Cumulative Redeemable Preferred Stock will receive $25.00 per share in cash
plus any then accrued but unpaid dividends.
The common limited partnership interests in two of CarrAmerica's operating
partnerships will be acquired for $44.75 per unit in cash. Qualified holders
of common limited partnership interests will be given the option (in lieu of
cash) to elect to receive preferred units of limited partnership interest in
the partnerships following the merger.
"CarrAmerica has dedicated the last 13 years to building an exceptional
public commercial real estate company on behalf of its stockholders," said
CarrAmerica Chairman and CEO, Thomas A. Carr. Mr. Carr continued, "Over the
past few years, CarrAmerica has emerged as a leader in its markets with
growing occupancy, a markedly upgraded portfolio of office properties and a
very dedicated and talented organization. And yet, with our most aggressive
performance assumptions, we don't believe we could match the value being
offered to our shareholders today by this offer. We believe this transaction
will allow us to fulfill our mission with our stockholders and also create new
opportunities for growth and success for CarrAmerica as we go forward."
Jonathan D. Gray, Senior Managing Director of The Blackstone Group, said,
"We feel extremely fortunate to have the opportunity to acquire CarrAmerica.
The Company represents one of the premier collections of people and properties
in the country and will provide us with a valuable platform for future
investments in the office sector."
Goldman, Sachs & Co. acted as financial advisor to CarrAmerica.
Citigroup, Bank of America and Deutsche Bank acted as financial advisors to
Blackstone. Acquisition financing is being provided to Blackstone by Deutsche
Bank, Bank of America and Citigroup. Hogan & Hartson L.L.P. acted as legal
advisor to CarrAmerica. Simpson Thacher & Bartlett LLP acted as legal advisor
to Blackstone.
About CarrAmerica
CarrAmerica owns, develops and operates office properties in 12 markets
throughout the United States. The company has become one of America's leading
office companies by meeting the needs of its customers with superior service,
a large portfolio of quality office properties and extraordinary development
capabilities. Currently, CarrAmerica and its affiliates own, directly or
through joint ventures, interests in a portfolio of 285 operating office
properties, totaling approximately 26.3 million square feet. CarrAmerica's
markets include Austin, Chicago, Dallas, Denver, Los Angeles, Orange County,
Portland, Salt Lake City, San Diego, San Francisco Bay Area, Seattle and
metropolitan Washington, D.C. For additional information on CarrAmerica,
including space availability, visit our web site at
http://www.carramerica.com.
About The Blackstone Group
The Blackstone Group, a global investment and advisory firm with offices
in New York, Atlanta, Boston, Los Angeles, London, Hamburg, Mumbai and Paris,
was founded in 1985. Blackstone's real estate group has raised approximately
$10 billion for real estate investing and has a long track record of investing
in office buildings, hotels and other commercial properties. In addition to
Real Estate, The Blackstone Group's core businesses include Private Equity,
Corporate Debt Investing, Marketable Alternative Asset Management, Mergers and
Acquisitions Advisory, and Restructuring and Reorganization Advisory.
Information relating to The Blackstone Group can be accessed on the Internet
at http://www.blackstone.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance, dividends, achievements or transactions of the company
and its affiliates or industry results to be materially different from any
future results, performance, achievements or transactions expressed or implied
by such forward-looking statements. Such factors include, among others,
factors that could affect, prevent or delay the closing of the transactions
described in this release and factors regarding CarrAmerica's financial
condition and results of operations, including the following: national and
local economic, business and real estate conditions that will, among other
things, affect demand for office space, the extent, strength and duration of
any economic recovery, including the effect on demand for office space and the
creation of new office development, availability and creditworthiness of
tenants, the level of lease rents, and the availability of financing for both
tenants and CarrAmerica; adverse changes in real estate markets, including,
among other things, the extent of tenant bankruptcies, financial difficulties
and defaults, the extent of future demand for office space in CarrAmerica's
core markets and barriers to entry into markets which CarrAmerica may seek to
enter in the future, the extent of the decreases in rental rates,
CarrAmerica's ability to identify and consummate attractive acquisitions on
favorable terms, CarrAmerica's ability to consummate any planned dispositions
in a timely manner and on acceptable terms, CarrAmerica's ability to
successfully reinvest the proceeds from dispositions in other properties or
markets with improved returns, CarrAmerica's ability to complete development
projects on time and within budget and CarrAmerica's ability to stabilize such
projects, and changes in operating costs, including real estate taxes,
utilities, insurance and security costs; actions, strategies and performance
of affiliates that we may not control or companies in which we have made
investments; ability to obtain insurance at a reasonable cost; ability to
maintain CarrAmerica's status as a REIT for federal and state income tax
purposes; ability to raise capital; effect of any terrorist activity or other
heightened geopolitical crisis; governmental actions and initiatives; and
environmental/safety requirements. All forward-looking statements speak only
as of the date of this press release or, in the case of any document
incorporated by reference, the date of that document. All subsequent written
and oral forward-looking statements attributable to us or any person acting on
our behalf are qualified by the cautionary statements in this section. We
undertake no obligation to update or publicly release any revisions to
forward-looking statements to reflect events, circumstances or changes in
expectations after the date of this press release.
Additional Information About the Merger and Where to Find It
This communication is being made in respect of the proposed merger
transaction involving CarrAmerica and affiliates of Blackstone. In connection
with the transaction, CarrAmerica will file a proxy statement with the SEC.
Stockholders are urged to read the proxy statement carefully and in its
entirety when it becomes available because it will contain important
information about the proposed transaction.
The final proxy statement will be mailed to CarrAmerica stockholders. In
addition, the proxy statement and other documents will be available free of
charge at the SEC's Internet Web site, http://www.sec.gov. When available, the
proxy statement and other pertinent documents also may be obtained for free at
CarrAmerica's Web site, http://www.carramerica.com, or by contacting Stephen
Walsh, Senior Vice President, CarrAmerica, telephone (202) 729-1764.
CarrAmerica and its directors and officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies
in respect to the proposed transactions. Information regarding CarrAmerica's
directors and executive officers is detailed in its proxy statements and
annual reports on Form 10-K, previously filed with the SEC, and the proxy
statement relating to the proposed transactions, when it becomes available.
SOURCE CarrAmerica Realty Corporation
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Related links:
http://www.carramerica.com
http://www.blackstone.com
Photo Notes:
NewsCom:
http://www.newscom.com/cgi-bin/prnh/19990820/CRELOGO
AP Archive: http://photoarchive.ap.org PRN Photo Desk
photodesk@prnewswire.com
CONTACT:
Karen Widmayer, Media Contact,
+1-202-729-1789, karen.widmayer@carramerica.com, or Stephen
Walsh, Analyst Contact, +1-202-729-1764,
stephen.walsh@carramerica.com, both of CarrAmerica; or John Ford,
of The Blackstone Group, +1-212-583-5559, ford@blackstone.com
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