WASHINGTON, July 10 /PRNewswire-FirstCall/ -- CarrAmerica Realty
Corporation (NYSE: CRE) announced today the consideration to be paid in the
previously announced cash tender offers and consent solicitations of its
subsidiary, CarrAmerica Realty Operating Partnership, L.P., for any and all
of CarrAmerica Realty Operating Partnership L.P.'s 7.375% Senior Notes due
2007 (the "7.375% Notes"), 5.261% Senior Notes due 2007 (the "5.261%
Notes"), 5.25% Senior Notes due 2007 (the "5.25% Notes"), 6.875% Senior
Notes due 2008 (the "6.875% Notes"), 3.625% Senior Notes due 2009 (the
"3.625% Notes"), 5.500% Senior Notes due 2010 (the "5.500% Notes"), 5.125%
Senior Notes due 2011 (the "5.125% Notes") and 7.125% Senior Notes due 2012
(the "7.125% Notes" and, together with the 7.375% Notes, the 5.261% Notes,
the 5.25% Notes, the 6.875% Notes, the 3.625% Notes, the 5.500% Notes and
the 5.125% Notes, the "Notes").
(Logo: http://www.newscom.com/cgi-bin/prnh/19990820/CRELOGO )
The total consideration for the Notes that will be payable in respect
of the (i) 7.375% Notes and 6.875% Notes accepted for payment that were
validly tendered with consents delivered and not withdrawn on or prior to
5:00 p.m., New York City time, on June 22, 2006, and (ii) 5.261% Notes,
5.25% Notes, 3.625% Notes, 5.500% Notes, 5.125% Notes and 7.125% Notes
accepted for payment that were validly tendered with consents delivered and
not withdrawn on or prior to 5:00 p.m., New York City time, on June 30,
2006, will be an amount equal to the total consideration specified in the
table below for each $1,000 principal amount of Notes. The purchase price
for the Notes, which will be paid in respect of the (i) 7.375% Notes and
6.875% Notes accepted for payment that are validly tendered subsequent to
5:00 p.m., New York City time, on June 22, 2006, and (ii) 5.261% Notes,
5.25% Notes, 3.625% Notes, 5.500% Notes, 5.125% Notes and 7.125% Notes
accepted for payment that are validly tendered subsequent to 5:00 p.m., New
York City time, on June 30, 2006 but, in each case, on or prior to 8:00
a.m., New York City time, on July 13, 2006, will be an amount equal to the
total consideration minus the consent payment of $30.00 per $1,000
principal amount of Notes. In addition to the total consideration or
purchase price payable in respect of Notes purchased in the tender offers,
CarrAmerica Realty Operating Partnership, L.P. will pay accrued and unpaid
interest to, but not including, the payment date for Notes purchased in the
tender offers.
Tender
Title of Reference Applicable Offer Total Consent Purchase
Notes Yield Spread Yield Consideration Payment Price
7.375% 5.335% 25 bps 5.585% $1,016.59 $30.00 $986.59
Senior
Notes
due 2007
5.261% 5.275% 30 bps 5.575% $1,000.00 $30.00 $970.00
Senior
Notes
due 2007
5.25% 5.275% 30 bps 5.575% $1,000.00 $30.00 $970.00
Senior
Notes
due 2007
6.875% 5.246% 25 bps 5.496% $1,021.17 $30.00 $991.17
Senior
Notes
due 2008
3.625% 5.163% 15 bps 5.313% $1,000.00 $30.00 $970.00
Senior
Notes
due 2009
5.500% 5.117% 20 bps 5.317% $1,007.08 $30.00 $977.08
Senior
Notes
due 2010
5.125% 5.117% 20 bps 5.317% $1,000.00 $30.00 $970.00
Senior
Notes
due 2011
7.125% 5.117% 30 bps 5.417% $1,080.37 $30.00 $1,050.37
Senior
Notes
due 2012
The total consideration and the purchase price for the Notes was
determined as of 2:00 p.m., New York City time, today to be the greater of
par or the price which equates to a fixed spread of 15 basis points in the
case of the 3.625% Notes, 20 basis points in the case of the 5.500% Notes
and 5.125% Notes, 25 basis points in the case of the 7.375% Notes and
6.875% Notes and 30 basis points in the case of the 5.261% Notes, 5.25%
Notes and 7.125% Notes above the yield of the applicable reference
security, using a July 13, 2006 payment date for calculation purposes.
The tender offers will expire at 8:00 a.m., New York City time, on
Thursday, July 13, 2006, unless extended or earlier terminated. Tendered
Notes may not be withdrawn and the related consents may not be revoked. The
tender offers and concurrent 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. The consummation of the tender offers
is conditioned upon the successful completion of the mergers, among other
conditions.
The tender offers and consent solicitations are being made only
pursuant to the Offer to Purchase and Consent Solicitation Statement dated
June 8, 2006, as amended on June 23, 2006, and the related Consent and
Letter of Transmittal, as the same may be amended from time to time.
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).
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 and the related
Consent and Letter of Transmittal. 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 on 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 transactions. 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 or Analyst
Contact, Stephen Walsh, +1-202-729-1764,
stephen.walsh@carramerica.com, both of CarrAmerica Realty
Corporation
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