Clifford Chance advises Hypo on Quandra buy.

Clifford Chance US LLP announced that it is advising Hypo Real Estate Capital Corporation in its recently reported proposed acquisition of New York-based commercial mortgage REIT, Quadra Realty Trust, Inc.

The Clifford Chance team is being lead by New York based corporate finance partner Larry Medvinsky and M&A partner Karl Roessner and includes M&A associates Colin Levere, Louis Sarok and Anisha Mukundan and corporate finance associate Jason Myers.

Under the terms of the merger agreement, HRECC will acquire the 65.3% of Quadra's outstanding shares of common stock that it does not currently own by way of a tender offer at a price of $10.6506 per share in cash, for a total value of approximately $174 million.

In addition, Quadra will declare a $0.3494-per-share dividend payable to stockholders of Quadra who hold shares of Quadra common stock at the close of business on the last trading day immediately preceding the initial expiration date of the tender offer.

This will result in Quadra stockholders receiving $11 a share in the aggregate. The tender offer and subsequent merger are subject to customary conditions for transactions of this type. Closing of the transaction is expected to occur in March 2008.

New York based HRECC, a subsidiary of Hypo Real Estate Bank International, is one of the largest foreign owned commercial real estate lenders in the United States.

The Clifford Chance US M&A team also received assistance from litigation partner Robert Houck and associates Andreas Frischknecht and Jennifer Park; M&A insurance partner Earl Zimmerman and associate Eliot Dear; Tax partner Richard Catalano and associate Peter Guy; and financial products counsel Hans Montag.

Clifford Chance has significant M&A experience in the REIT space. Most recently Medvinsky and Roessner advised Gramercy Capital Corp, which is managed by SL Green Realty Corp., on its agreement to acquire American Financial Realty Trust for approximately $3.4 billion, which includes the assumption of American Financial's outstanding debt.

The firm has a longstanding relationship with SL Green, New York City's largest office property owner, and its affiliates, with Medvinsky and Roessner advising SL Green in its acquisition of Reckson Associates Realty Corp., for approximately $6.0 billion, which closed in January 2007.