WASHINGTON, July 13 /PRNewswire/ -- CarrAmerica Realty Corporation
(NYSE: CRE) ("CarrAmerica" or the "Company") today announced that it has
completed the merger (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.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990820/CRELOGO )
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 merged) 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, 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.
In addition, as of 8:00 a.m., New York City time, on July 13, 2006, the
expiration date of the tender offers of its subsidiary, CarrAmerica Realty
Operating Partnership, L.P. (the "Operating Partnership"), for any and all
of its outstanding 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"),
$122,242,000 aggregate principal amount of its 7.375% Notes, $0 aggregate
principal amount of its 5.261% Notes, $168,181,000 aggregate principal
amount of its 5.25% Notes, $99,837,000 aggregate principal amount of its
6.875% Notes, $212,676,000 aggregate principal amount of its 3.625% Notes,
$237,000,000 aggregate principal amount of its 5.500% Notes, $189,645,000
aggregate principal amount of its 5.125% Notes and $353,441,000 aggregate
principal amount of its 7.125% Notes, constituting approximately (i) 97.79%
of the 7.375% Notes, (ii) 99.84% of the 6.875% Notes, (iii) 86.39% of the
5.261% Notes, 5.25% Notes, 3.625% Notes and 7.125% Notes, which voted as a
single class, and (iv) 94.81% of the 5.500% Notes and 5.125% Notes, which
voted as a single class, had been tendered and not withdrawn in the tender
offers and consent solicitations. All such Notes have been accepted for
payment.
The Supplemental Indentures governing the 7.375% Notes and the 6.875%
Notes, which were executed on June 23, 2006 in connection with the receipt
of the requisite consents from the holders of more than a majority in
aggregate principal amount of each of the Operating Partnership's
outstanding 7.375% Notes and 6.875% Notes to the proposed amendments
reflected therein, are now operative.
The Supplemental Indentures governing (i) the 5.261% Notes, 5.25%
Notes, 3.625% Notes and 7.125% Notes and (ii) the 5.500% Notes and 5.125%
Notes, which were executed on June 30, 2006 in connection with the receipt
of the requisite consents from the holders of more than a majority in
aggregate principal amount of the Operating Partnership's outstanding (i)
5.261% Notes, 5.25% Notes, 3.625% Notes and 7.125% Notes voting as a single
class, and (ii) 5.500% Notes and 5.125% Notes voting as a single class to
the proposed amendments reflected therein, are now operative.
Goldman, Sachs & Co. acted as financial advisor to CarrAmerica.
Citigroup, Bank of America and Deutsche Bank acted as financial advisors to
Blackstone. Acquisition financing is being provided to Blackstone by
Deutsche Bank, Bank of America and Citigroup. Hogan & Hartson L.L.P. acted
as legal advisor to CarrAmerica. Simpson Thacher & Bartlett LLP acted as
legal advisor to Blackstone.
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 substantial indebtedness
following consummation of the 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
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: Maureen Wheeler, +1-202-729-1756,
Maureen.wheeler@carramerica.com, or Analyst: Stephen Walsh:
+1-202-729-1764, stephen.walsh@carramerica.com, both of
CarrAmerica Realty Corporation
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