WASHINGTON, June 23 /PRNewswire-FirstCall/ -- CarrAmerica Realty
Corporation (NYSE: CRE) announced today that in connection with the pending
offers by its subsidiary, CarrAmerica Realty Operating Partnership, L.P.,
to purchase any and all of its outstanding 5.261% Senior Notes due 2007
(the "5.261% Notes"), 5.25% Senior Notes due 2007 (the "5.25% Notes"),
3.625% Senior Notes due 2009 (the "3.625% Notes"), 7.125% Senior Notes due
2012 (the "7.125% Notes"), 5.500% Senior Notes due 2010 (the "5.500%
Notes") and 5.125% Senior Notes due 2011 (the "5.125% Notes" and, together
with the 5.261% Notes, the 5.25% Notes, the 3.625% Notes, the 7.125% Notes
and the 5.500% Notes, the "Notes"), as well as the related consent
solicitations to amend such Notes and the indentures pursuant to which they
were issued, CarrAmerica Realty Operating Partnership, L.P. is increasing
the consideration being offered to the holders of the Notes and extending
the consent payment deadline of the offers. The offers and consent
solicitations are being conducted in connection with the previously
announced agreement for the mergers of CarrAmerica Realty Corporation and
certain of its subsidiaries with affiliates of The Blackstone Group.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990820/CRELOGO )
The consent solicitations have been extended, and will expire at 5:00
p.m., New York City time, on June 30, 2006, unless further extended or
earlier terminated by CarrAmerica Realty Operating Partnership, L.P. (the
"Consent Payment Deadline"). The tender offers will continue to 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").
The new total consideration to be paid in the tender offers and the
consent solicitations as amended hereby 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Notes of each series validly tendered and not withdrawn pursuant to the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 (A) the greater of (i) $1,000 and (ii)
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 (1) 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 (2) the
Applicable Spread (as shown in the table below), minus (B) accrued and
unpaid interest to, but not including, the payment date (in each case, the
"Total Consideration"). The yield to maturity of the Reference Security
will be set at 2:00 p.m., New York City time, on July 10, 2006, unless the
offers are extended.
The following table summarizes certain terms of the tender offers for
the Notes, as amended hereby.
Aggregate
Principal Relevant
CUSIP Amount Security Applicable Reference Bloomberg
No. Outstanding Description Spread Security Page
144418AL4 $50,000,000 5.261% Senior 30 bps 4.250% US PX4
Notes due Treasury
2007 Note due
11/30/07
144418AM2 $175,000,000 5.25% Senior 30 bps 4.250% US PX4
Notes due Treasury
2007 Note due
11/30/07
144418AN0 $225,000,000 3.625% Senior 15 bps 4.500% US PX1
Notes due Treasury
2009 Note due
2/15/09
14441UAB7 $250,000,000 5.500% Senior 20 bps 4.875% US PX1
Notes due Treasury
2010 Note due
5/31/11
14441UAA9 $200,000,000 5.125% Senior 20 bps 4.875% US PX1
Notes due Treasury
2011 Note due
5/31/11
144418AK6 $400,000,000 7.125% Senior 30 bps 4.875% US PX1
Notes due Treasury
2012 Note due
5/31/11
The foregoing amounts in each case include a consent payment of $30.00
per $1,000 principal amount of Notes, provided the Notes are tendered on or
prior to the new 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. Tendered Notes
may not be withdrawn and consents may not be revoked after the end of the
consent period. 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.
Except as set forth above, the tender offers and consent solicitations
are made upon the terms and conditions set forth in the Offer to Purchase
and the related Consent and Letter of Transmittal dated June 8, 2006 (the
"Offer to Purchase"). Holders who tender their Notes pursuant to the tender
offers will be required to consent to the proposed amendments. The tender
offers are subject to the satisfaction of certain conditions, including
receipt of consents sufficient to approve the proposed amendments and that
the mergers of CarrAmerica Realty Corporation and certain of its
subsidiaries with affiliates of The Blackstone Group pursuant to the
previously announced merger agreement shall have occurred or shall be
occurring substantially concurrent with the Offer Expiration Date. The
purpose of the consent solicitations is to, among other things, amend the
Notes and the indentures governing the Notes to eliminate substantially all
of the restrictive covenants contained in the indentures and the Notes.
Further details about the terms and conditions of the tender offers and
the consent solicitations are set forth in the Offer to Purchase. Persons
with questions regarding the tender offers or the consent solicitations
should contact Citigroup Global Markets Inc. and Goldman, Sachs & Co., who
are acting as the Dealer Managers for the tender offers and Solicitation
Agents for the consent solicitations, at (800) 558-3745 (toll-free) and
(877) 686-5059 (toll- free), respectively. The documents relating to the
tender offers and consent solicitations may be obtained from 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).
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, which 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 Mergers and Where to Find It
This communication is being made in respect of the proposed merger
transactions involving CarrAmerica Realty Corporation and certain of its
subsidiaries and affiliates of The Blackstone Group. In connection with the
proposed transactions, 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 merger transactions.
SOURCE CarrAmerica Realty Corporation
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Related links:
http://www.carramerica.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 Contact - Karen L. Widmayer,
+1-202-729-1789, karen.widmayer@carramerica.com; Analyst Contact
- Stephen Walsh, +1-202-729- 1764, stephen.walsh@carramerica.com
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