CHICAGO--(BUSINESS WIRE)--Feb. 9, 2007--Equity Office Properties
Trust (NYSE: EOP) announced today that it has completed the previously
announced mergers of Equity Office and EOP Operating Limited
Partnership, its operating partnership, with affiliates of Blackstone
Real Estate Partners, an affiliate of The Blackstone Group. As
announced earlier this week, the Equity Office merger was approved by
Equity Office's shareholders on February 7, 2007.
"Our merger with The Blackstone Group, the largest private equity
buyout in history, is a tribute to the dedication of our employees,"
said Richard Kincaid, president and CEO of Equity Office. "We have
worked hard over the past ten years to build a great company and
maximize shareholder value. We are proud to have assembled an
irreplaceable portfolio of extraordinary assets."
Pursuant to the Equity Office merger, Equity Office's common
shareholders are entitled to receive $55.50 in cash, without interest,
for each common share of beneficial interest of Equity Office that
they own immediately prior to the effective time of the merger. In
exchange for each share issued and outstanding immediately prior to
the effective time of the merger, holders of Equity Office's 5.25%
Series B Convertible, Cumulative Preferred Shares and 7.75% Series G
Cumulative Redeemable Preferred Shares are entitled to receive one of
the 5.25% Series B Convertible, Cumulative Preferred Shares and one of
the 7.75% Series G Cumulative Redeemable Preferred Shares of the
surviving entity of the merger, respectively, with substantially
similar terms as the Equity Office preferred shares. In addition, in
connection with the merger of Equity Office's operating partnership,
its limited partners are entitled to receive $55.50 in cash, without
interest, for each unit that they own in the partnership, or in lieu
of such cash consideration, qualified limited partners that properly
elected to do so will receive newly issued 6% Class H preferred units
in the surviving partnership on a one-for-one basis.
Computershare Investor Services has been appointed as the paying
agent for payment of the merger consideration and will send a letter
of transmittal to each former Equity Office common shareholder
containing instructions for obtaining cash in exchange for their
shares. As a result of the completion of the merger, Equity Office's
shares will no longer trade on the New York Stock Exchange.
Equity Office also announced that, as a result of the Equity
Office merger, EOP Operating Limited Partnership's 4.00% Exchangeable
Senior Notes due 2026 have become exchangeable for a period of 30
business days commencing on February 9, 2007, the effective date of
the merger. In addition, because such merger constitutes a specified
form of change in control, the exchange rate applicable to exchanges
of the Exchangeable Notes occurring up to and including the 30th
business day following the effective date of the merger will be
adjusted. As a result, the exchange rate applicable for exchanges
occurring up to and including the 30th business day following the
effective date will be 24.3354 common shares per $1,000 principal
amount of Exchangeable Notes, after which time the exchange rate will
be adjusted again and will return to 23.2542 common shares per $1,000
principal amount of Exchangeable Notes. In the Equity Office merger,
Equity Office's common shares were converted into the right to receive
$55.50 per share in cash and, accordingly, the Exchangeable Notes have
become exchangeable for cash only. In connection with exchanges
occurring up to and including the 30th business day following the
effective date relating to the Equity Office merger, a cash payment of
$1,350.61 per $1,000 principal amount of Exchangeable Notes will be
made in settlement of such exchanges. After the 30th business day
following the effective date relating to the Equity Office merger,
exchanging holders will no longer have any entitlement to the adjusted
exchange rate in relation to the Equity Office merger and a cash
payment of $1,290.61 per $1,000 principal amount of Exchangeable Notes
will be made in settlement of such exchanges.
Equity Office also announced that, as of 8:00 a.m., New York City
time, on February 9, 2007, the expiration date of EOP Operating
Limited Partnership's previously announced tender offers and consent
solicitations for certain of the operating partnership's notes and
debentures, an aggregate amount of $8.166 billion principal amount of
the notes and debentures had been tendered and not withdrawn in such
tender offers and consent solicitations. All such notes and debentures
have been accepted for payment and submitted for cancellation.
Additional information regarding the principal amounts of each series
purchased in the tender offers is expected to be included in a current
report on Form 8-K to be filed by Equity Office.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as
financial advisor to Equity Office in connection with the mergers.
Goldman, Sachs & Co., Bank of America, Bear Stearns, Citigroup,
Deutsche Bank, Eastdil Secured, Morgan Stanley and Blackstone
Corporate Advisory acted as advisors to Blackstone in connection with
the mergers. Acquisition financing was led by Goldman Sachs & Co.,
Bank of America and Bear Stearns, and also included Citigroup, Credit
Suisse, Deutsche Bank, Morgan Stanley and Wachovia. Sidley Austin LLP
acted as legal advisor to Equity Office. Simpson Thacher & Bartlett
LLP acted as legal advisor to Blackstone.
About Equity Office Properties Trust
Equity Office owned and managed a national office portfolio
comprised of whole or partial interests in 543 office buildings
comprising 103.1 million square feet in 16 states and the District of
Columbia, as of December 31, 2006. As of that date, Equity Office
owned buildings in 24 markets and in 98 submarkets, enabling it to
provide premium office space for a wide range of local, regional and
national customers.
EOP Operating Limited Partnership is a Delaware limited
partnership through which Equity Office conducts substantially all of
its business and owns, either directly or indirectly through
subsidiaries, substantially all of its assets.
About The Blackstone Group
The Blackstone Group, a global private investment and advisory
firm, was founded in 1985. The firm has raised a total of more than
$75 billion for alternative asset investing, of which over $13 billion
has been for real estate investing. The firm has a long track record
of investing in office buildings, hotels and other commercial
properties. The Real Estate Group has approximately 40 experienced
professionals who have a deep understanding of real estate across all
product classes and geographic areas. In addition to Real Estate, The
Blackstone Group's core businesses include Private Equity Investing,
Corporate Debt Investing, Hedge Funds, Mutual Fund Management, Private
Placement, Marketable Alternative Asset Management, and Investment
Banking Advisory Services. Further information is available at
http://www.blackstone.com.
CONTACT: Equity Office
Beth Coronelli (Investors/Analysts)
312.466.3286
or
Equity Office
Terry Holt (Media)
312.466.3102
or
The Blackstone Group
John Ford
212-583-5559
SOURCE: Equity Office Properties Trust