WASHINGTON, June 8 /PRNewswire-FirstCall/ -- CarrAmerica Realty
Corporation (NYSE: CRE) announced today that its subsidiary, CarrAmerica
Realty Operating Partnership, L.P., had commenced cash tender offers for
any and all of its outstanding 7.375% Senior Notes due July 1, 2007, 5.261%
Senior Notes due November 30, 2007, 5.25% Senior Notes due November 30,
2007, 6.875% Senior Notes due March 1, 2008, 3.625% Senior Notes due April
1, 2009, 5.500% Senior Notes due December 15, 2010, 5.125% Senior Notes due
September 1, 2011 and 7.125% Senior Notes due January 15, 2012
(collectively, the "Notes"), as well as related consent solicitations to
amend such Notes and the indentures pursuant to which they were issued. The
tender offers and consent solicitations are being conducted in connection
with the previously announced agreement of CarrAmerica Realty Corporation
to be acquired by an affiliate of The Blackstone Group.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990820/CRELOGO )
The consent solicitations will expire at 5:00 p.m., New York City time
on June 22, 2006, unless extended or earlier terminated by CarrAmerica
Realty Operating Partnership, L.P. (the "Consent Payment Deadline").
Tendered Notes may not be withdrawn and the related consents may not be
revoked after the Consent Payment Deadline. The tender offers will expire
at 8:00 a.m., New York City time on July 13, 2006, unless extended or
earlier terminated by CarrAmerica Realty Operating Partnership, L.P. (the
"Offer Expiration Date").
Holders tendering their Notes will be required to consent to proposed
amendments to the Notes and to the indentures governing the Notes, which
will eliminate substantially all of the restrictive covenants contained in
the indentures and the Notes, eliminate certain events of default, modify
covenants regarding mergers, and modify or eliminate certain other
provisions contained in the indentures and the Notes. Holders may not
tender their Notes without also delivering consents and may not deliver
consents without also tendering their Notes.
The total consideration for each $1,000 principal amount of Notes of
each series validly tendered and not withdrawn pursuant to the related
offer is the price (calculated as described in the Offer to Purchase
referred to below) equal to (i) the sum of (a) the present value,
determined in accordance with standard market practice, on the payment date
for the Notes of $1,000 payable on the applicable maturity date of the
Notes of such series plus (b) the present value of the interest that
accrues and is payable from the last interest payment date prior to the
payment date until the applicable maturity date for the Notes, in each case
determined on the basis of a yield to such maturity date equal to the sum
of (A) the yield to maturity (the "Reference Yield") on the applicable U.S.
Treasury Security specified below (the "Reference Security"), as calculated
by Citigroup Global Markets Inc. and Goldman, Sachs & Co. in accordance
with standard market practice, based on the bid-side price of such
Reference Security as of 2:00 p.m., New York City time, on the third
business day immediately preceding the Offer Expiration Date, as displayed
on the applicable page of the Bloomberg Government Pricing Monitor
specified in the table below or any recognized quotation source selected by
Citigroup Global Markets Inc. and Goldman, Sachs & Co. in their sole
discretion if the Bloomberg Government Pricing Monitor is not available or
is manifestly erroneous, plus (B) the Applicable Spread (as shown in the
table below), minus (ii) accrued and unpaid interest to, but not including,
the payment date (in each case, the "Total Consideration").
The Total Consideration includes a consent payment of $30.00 per $1,000
principal amount of Notes payable in respect of Notes validly tendered and
not withdrawn and as to which consents to the proposed amendments are
delivered on or prior to the Consent Payment Deadline. Holders of the Notes
must validly tender and not withdraw Notes on or prior to the Consent
Payment Deadline in order to be eligible to receive the Total Consideration
for such Notes purchased in the tender offers. Holders who validly tender
their Notes after the Consent Payment Deadline and on or prior to the Offer
Expiration Date will be eligible to receive an amount, paid in cash, equal
to the Total Consideration less the $30.00 Consent Payment. In each case,
holders whose Notes are accepted for payment in the tender offers shall
receive accrued and unpaid interest in respect of such purchased Notes from
the last interest payment date to, but not including, the payment date for
Notes purchased in the tender offers.
The following table summarizes certain terms of the tender offers.
Aggregate
Principal Relevant
Amount Security Applicable Reference Bloomberg
CUSIP No. Outstanding Description Spread Security Page
144418AD2 $125,000,000 7.375% 25 bps 3.625% US PX3
Senior Treasury
Notes Note
due due
2007 6/30/07
144418AL4 $50,000,000 5.261% 30 bps 4.250% US PX4
Senior Treasury
Notes Note
due due
2007 11/30/07
144418AM2 $175,000,000 5.25% 30 bps 4.250% US PX4
Senior Treasury
Notes Note
due due
2007 11/30/07
144418AH3 $100,000,000 6.875% 25 bps 4.625% US PX4
Senior Treasury
Notes Note
due due
2008 2/29/08
144418AN0 $225,000,000 3.625% 45 bps 4.500% US PX1
Senior Treasury
Notes Note
due due
2009 2/15/09
14441UAB7 $250,000,000 5.500% 50 bps 4.875% US PX1
Senior Treasury
Notes Note
due due
2010 5/31/11
14441UAA9 $200,000,000 5.125% 50 bps 4.875% US PX1
Senior Treasury
Notes Note
due due
2011 5/31/11
144418AK6 $400,000,000 7.125% 60 bps 4.875% US PX1
Senior Treasury
Notes Note
due due
2012 5/31/11
The tender offers and consent solicitations are made upon the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation
Statement, dated June 8, 2006 (the "Offer to Purchase"), and the related
Consent and Letter of Transmittal. The tender offers are subject to the
satisfaction of certain conditions, including receipt of consents
sufficient to approve the proposed amendments and the mergers of
CarrAmerica Realty Corporation and certain of its subsidiaries with
affiliates of The Blackstone Group pursuant to the previously announced
merger agreement having occurred, or such mergers shall be occurring
substantially concurrent with the Offer Expiration Date. Further details
about the terms and conditions of the tender offers and the consent
solicitations are set forth in the Offer to Purchase.
CarrAmerica Realty Operating Partnership, L.P. has retained Citigroup
Global Markets Inc. and Goldman, Sachs & Co. to act as the Dealer Managers
for the tender offers and Solicitation Agents for the consent solicitations
and they can be contacted at (800) 558-3745 (toll-free) and (877) 686-5059
(toll- free), respectively. The documents relating to the tender offers and
consent solicitations are expected to be distributed to holders beginning
today. Requests for documentation may be directed to Global Bondholder
Services Corporation, the Information Agent, which can be contacted at
(212) 430-3774 (for banks and brokers only) or (866) 924-2200 (for all
others toll-free).
This release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell the Notes. The offer to
buy the Notes is only being made pursuant to the tender offer and consent
solicitation documents, including the Offer to Purchase that CarrAmerica
Realty Operating Partnership, L.P. is distributing to holders of Notes. The
tender offers and consent solicitations are not being made to holders of
Notes in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the tender offers or consent
solicitations are required to be made by a licensed broker or dealer, they
shall be deemed to be made by Citigroup Global Markets Inc. or Goldman,
Sachs & Co. on behalf of CarrAmerica Realty Operating Partnership, L.P.
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.
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 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, 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 Realty
Corporation 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 CarrAmerica Realty Corporation; 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 CarrAmerica Realty Corporation's future results, performance,
achievements or transactions, see the documents filed by the company from
time to time with the Securities and Exchange Commission (the "SEC"), and
in particular the section titled, "The Company-Risk Factors" in CarrAmerica
Realty Corporation'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 Realty Corporation and affiliates of The
Blackstone Group. In connection with the proposed transaction, CarrAmerica
Realty Corporation has filed a definitive proxy statement with the SEC.
Before making any voting or investment decision, stockholders are urged to
read the definitive proxy statement carefully and in its entirety because
it contains important information about the proposed transaction.
The definitive proxy statement has been mailed to CarrAmerica Realty
Corporation's stockholders. In addition, the definitive proxy statement and
other documents are available free of charge at the SEC's Internet Web
site, http://www.sec.gov. The definitive proxy statement and other pertinent
documents also may be obtained for free at CarrAmerica Realty Corporation's
Web site, http://www.carramerica.com, or by contacting Stephen Walsh, Senior Vice
President, CarrAmerica Realty Corporation, telephone (202) 729-1764.
CarrAmerica Realty Corporation 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 Realty Corporation'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 mergers.
Karen L. Widmayer: Media Contact
(202) 729-1789
karen.widmayer@carramerica.com
Stephen Walsh: Analyst Contact
(202) 729-1764
stephen.walsh@carramerica.com
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 L. Widmayer, Media Contact,
+1-202-729-1789, or karen.widmayer@carramerica.com ; Stephen
Walsh, Analyst Contact, +1-202-729-1764, or
stephen.walsh@carramerica.com , both for CarrAmerica Realty
Corporation
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