WASHINGTON, July 11 /PRNewswire-FirstCall/ -- CarrAmerica Realty
Corporation (NYSE: CRE) ("CarrAmerica" or the "Company") today announced
that its stockholders have approved the merger of CarrAmerica with and into
Nantucket Acquisition Inc., an affiliate of The Blackstone Group, and the
other transactions contemplated by the Agreement and Plan of Merger, dated
as of March 5, 2006, as amended, by and among CarrAmerica, certain of its
subsidiaries and affiliates of The Blackstone Group (the "Merger").
Approximately 99.6 percent of the shares of CarrAmerica common stock
present and voting at the special meeting voted in favor of the proposal,
representing approximately 71.9 percent of the total number of shares of
CarrAmerica common stock entitled to vote at the special meeting.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990820/CRELOGO )
CarrAmerica expects the Merger to be completed on or about July 13,
2006, subject to the satisfaction or waiver of the conditions set forth in
the merger agreement. Under the terms of the merger agreement, holders of
CarrAmerica's common stock (other than CarrAmerica's 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 7.50% Series E cumulative redeemable preferred
stock (the "CarrAmerica Series E Preferred Stock") will receive one share
of 7.50% Series E cumulative redeemable preferred stock of the surviving
corporation of the Merger (the "New Series E Preferred Stock") on
substantially the same terms as the CarrAmerica Series E Preferred Stock,
for each share of CarrAmerica 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, an affiliate of
The Blackstone Group. In the liquidation, shares of the New 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, qualified limited
partners that properly elected to do so will 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 private 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 $13 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 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;
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 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; 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 on acceptable terms, and changes in
operating costs, including real estate taxes, utilities, insurance and
security costs; actions, strategies and performance of affiliates that
CarrAmerica may not control or companies in which the Company has 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. For a further discussion of these
and other factors that could impact CarrAmerica'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'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.
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, or Analysts: Stephen Walsh,
+1-202-729-1764, stephen.walsh@carramerica.com, both of
CarrAmerica Realty Corporation
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