WASHINGTON, June 1 /PRNewswire-FirstCall/ -- CarrAmerica Realty
Corporation (NYSE: CRE) today announced that it has scheduled a special
meeting of its stockholders to approve the merger of CarrAmerica with and
into an affiliate of The Blackstone Group and the other transactions
contemplated by the Agreement and Plan of Merger, dated as of March 5,
2006, by and among CarrAmerica, certain of its subsidiaries and affiliates
of The Blackstone Group. The special meeting will be held on Tuesday, July
11, 2006 at 1:00 p.m. ET at The Willard Intercontinental Hotel in
Washington, DC.
(LOGO: http://www.newscom.com/cgi-bin/prnh/19990820/CRELOGO )
Holders of CarrAmerica common stock of record on the close of business
on May 22, 2006, the record date for the special meeting, will be entitled
to vote at the meeting. Completion of the transactions remains subject to
the affirmative vote of holders of at least two-thirds of CarrAmerica's
outstanding common stock and other customary closing conditions.
Under the terms of the agreement, holders of CarrAmerica's common stock
(other than CarrAmerica, its subsidiaries and the Blackstone affiliate with
which CarrAmerica would merge) will receive $44.75 in cash, without
interest, for each share of common stock issued and outstanding immediately
prior to the effective time of the merger, and holders of CarrAmerica's
7.5% Series E cumulative redeemable preferred stock will receive one share
of 7.5% Series E cumulative redeemable preferred stock of the surviving
corporation of the CarrAmerica merger on substantially the same terms as
CarrAmerica's existing Series E preferred stock, for each share of Series E
preferred stock issued and outstanding immediately prior to the effective
time of the merger. As promptly as practicable following the merger
effective time, the surviving corporation will be liquidated into Nantucket
Parent LLC, a Blackstone affiliate. In the liquidation, shares of the
surviving corporation's Series E preferred stock will be canceled and the
holders thereof will receive a cash distribution from the surviving
corporation of $25.00 per share plus any accrued and unpaid dividends.
In addition, in connection with the mergers of Carr Realty Holdings,
L.P. and CarrAmerica Realty, L.P., limited partners of those partnerships
will receive $44.75 in cash, without interest, for each unit of partnership
interest that they own in the partnerships, or in lieu of such cash
consideration, limited partners that satisfy certain criteria may elect to
receive newly issued 6% Class A preferred units in the applicable surviving
partnership on a one-for-one basis.
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 287 operating office properties, totaling approximately 26.4
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 the Private Securities Litigation Reform Act of 1995. 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, the
following: the satisfaction of the conditions to consummate the proposed
mergers with affiliates of The Blackstone Group, including the receipt of
the required stockholder approval; the actual terms of certain financings
that will be obtained for the proposed mergers; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement; the outcome of the legal proceedings
that have been instituted against CarrAmerica following the announcement of
the proposed mergers; the failure of the proposed mergers to close for any
other reason; the amount of the costs, fees, expenses and charges related
to the proposed mergers; the substantial indebtedness following
consummation of the proposed mergers; 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 us;
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 our core markets and barriers
to entry into markets which we may seek to enter in the future, the extent
of the decreases in rental rates, our ability to identify and consummate
attractive acquisitions on favorable terms, our ability to consummate any
planned dispositions in a timely manner on acceptable terms, 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 our 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. For a further discussion of these and other factors that
could impact the company's future results, performance, achievements or
transactions, see the documents filed by the company from time to time with
the Securities and Exchange Commission, and in particular the section
titled, "The Company - Risk Factors" in the company's Annual Report or Form
10-K for the fiscal year ended December 31, 2005 and its Quarterly Report
on Form 10-Q for the three months ended March 31, 2006.
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 The Blackstone Group.
In connection with the transaction, CarrAmerica will file a definitive
proxy statement with the SEC. Stockholders are urged to read the definitive
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 definitive 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:
Media, Karen L. Widmayer, +1-202-729-1789,
karen.widmayer@carramerica.com, Analysts, Stephen Walsh,
+1-202-729-1764, stephen.walsh@carramerica.com, both of
CarrAmerica
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