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Crescent Real Estate to Be Acquired by Morgan Stanley Real Estate for $22.80 Per Share in Cash.


FORT WORTH, Texas Fort Worth is the fifth-largest city in the state of Texas, 18th-largest city in the United States[1], and voted one of "America’s Most Livable Communities.  -- Crescent Real Estate Equities Company Crescent Real Estate Equities Co. (NYSE: CEI) is a Fort Worth, Texas-based real estate investor with holdings mainly in office and hotel properties, including several landmark buildings in the southern United States.  (NYSE NYSE

See: New York Stock Exchange
:CEI CEI Competitive Enterprise Institute
CEI Conferenza Episcopale Italiana (Italian bishop conference)
CEI Central European Initiative
CEI Comitato Elettrotecnico Italiano (Italian Electrotechnical Committee) 
) today announced that it has entered into a definitive agreement pursuant to which funds managed by Morgan Stanley To comply with Wikipedia's , the introduction of this article needs a complete rewrite.  Real Estate will acquire Crescent in an all cash transaction for $22.80 per share and the assumption of liabilities for total consideration of approximately $6.5 billion. The purchase price represents a 12% premium over Crescent's prior 30 day average closing share price. The total consideration for the acquisition includes the assumption and refinancing of approximately $3.1 billion of the Company's outstanding consolidated and unconsolidated debt and redemption of the Company's outstanding Series A and Series B preferred shares Preferred shares

Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock.
, which have an aggregate liquidation preference of approximately $440 million. Pursuant to the terms of the agreement, Crescent will not pay any further dividends on the common shares.

John C. Goff, Crescent's vice-chairman and chief executive officer, said, "The primary goal of the strategic plan we announced on March 1, 2007 was to maximize value for our shareholders. This transaction accelerates the realization of that goal by delivering value to our shareholders more quickly and with greater certainty. We are delighted to announce this agreement and we look forward to working closely with Morgan Stanley Real Estate on a transition that will be seamless for our customers, partners and employees."

Commenting on the transaction, Michael Franco, Managing Director and co-head of Morgan Stanley Real Estate Investing Real estate investing involves the purchase of real estate for profit. Profits are accumulated slowly by renting out properties in a cashflow method, or are generally improved and resold for a capital gain.  -- Americas said, "We are pleased to enter into this agreement to acquire Crescent Real Estate Equities. Crescent is a unique company operating in a wide range of business lines that are familiar to Morgan Stanley. We recognize the valuable contributions that Crescent's people have made to build the company's franchise and we look forward to working closely with them on a smooth transition."

The transaction has been unanimously approved by the Company's Board of Trust Managers, which will recommend that the common shareholders approve the transaction. Mr. Richard E. Rainwater has entered into a voting agreement whereby he has agreed to vote in favor of the transaction. Completion of the transaction, which is expected to occur by the end of the third quarter of 2007, is subject to approval by the Company's common shareholders, as well as to certain other customary closing conditions. The exact timing of the closing of the transaction is dependent on the review and clearance of necessary filings with the Securities and Exchange Commission and other governmental authorities.

Greenhill & Co., LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 acted as the financial advisor to Crescent, while Pillsbury Winthrop Shaw Pittman Pillsbury Winthrop Shaw Pittman LLP is an international, full-service law firm with strengths in the energy, financial services, real estate and technology sectors and offices located throughout the United States and the world, including key financial centers such as New York,  LLP LLP - Lower Layer Protocol  provided legal advice. Morgan Stanley acted as financial advisor to Morgan Stanley Real Estate with Goodwin Procter Goodwin Procter LLP is a law firm based in the United States, with a team of 750 attorneys serving clients through offices in Boston, Los Angeles, New York City, San Diego, San Francisco, Washington, D.C. and Palo Alto.  LLP and Jones Day acting as legal counsel.

ABOUT CRESCENT

Crescent Real Estate Equities Company (NYSE:CEI) is a real estate investment trust headquartered in Fort Worth, Texas. Through its subsidiaries and joint ventures, Crescent owns and manages a portfolio of 70 premier office buildings totaling 27 million square feet located in select markets across the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  with major concentrations in Dallas, Houston, Austin, Denver, Miami, and Las Vegas Las Vegas (läs vā`gəs), city (1990 pop. 258,295), seat of Clark co., S Nev.; inc. 1911. It is the largest city in Nevada and the center of one of the fastest-growing urban areas in the United States. . Crescent also holds investments in resort residential developments in locations such as Scottsdale, AZ, Vail Valley, CO, and Lake Tahoe, CA; in destination resorts such as Fairmont Sonoma Mission Inn[R] in Sonoma, CA; and in the wellness lifestyle leader, Canyon Ranch Canyon Ranch is a brand associated with several properties, communities, resorts, and spas.

Properties & communities

  • Canyon Ranch, Chicago - a proposed 64 story skyscraper in Chicago, Illinois
[R]. For more information, visit Crescent's Web site at www.crescent.com.

ABOUT MORGAN STANLEY REAL ESTATE

Morgan Stanley Real Estate is comprised of three major global businesses: Investing, Banking and Lending. Since 1991, Morgan Stanley has acquired $121.5 billion of real estate assets worldwide and currently manages $55.6 billion in real estate assets on behalf of its clients as well as $26.7 billion in public real estate securities. In addition, Morgan Stanley Real Estate provides a complete range of market-leading investment banking services to real estate clients, including advice on strategy, mergers, acquisitions and restructurings, as well as underwriting public and private debt and equity financings. Morgan Stanley is also a global leader in real estate lending offering approximately $156.0 billion of CMBS CMBS

See: Commercial Mortgage Backed Securities
 through the capital markets since 1997, including $35.5 billion in 2006. For more information about Morgan Stanley Real Estate, go to www.morganstanley.com/realestate.

ABOUT MORGAN STANLEY

Morgan Stanley (NYSE:MS) is a leading global financial services firm providing a wide range of investment banking, securities, investment management, wealth management and credit services. The Firm's employees serve clients worldwide including corporations, governments, institutions and individuals from more than 600 offices in 31 countries. For further information about Morgan Stanley, please visit www.morganstanley.com.

FORWARD-LOOKING STATEMENTS

This press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company's actual results to differ materially from those implied or expressed by the forward-looking statements. Crescent assumes no duty whatsoever to update these forward-looking statements or to conform them to future events or developments.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

The foregoing summary of the terms of the agreement between Crescent and Morgan Stanley does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement and Plan of Merger, which we will file with the Securities and Exchange Commission as an exhibit to Crescent's Current Report on Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
. In connection with the proposed merger, Crescent also will file a proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 with the SEC and, upon SEC clearance, will mail the proxy to shareholders. Shareholders of Crescent are urged to read the proxy statement regarding the proposed merger when it becomes available, because it will contain important information. Shareholders will be able to obtain a copy of the proxy statement as well as other filings containing information about Crescent, when available, without charge, at the SEC's Internet site (http://www.sec.gov). In addition, copies of the proxy statement can be obtained, when available, without charge, by directing a request to Crescent via the telephone numbers listed below.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:May 22, 2007
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