EOP Operating Limited Partnership Announces Receipt of Requisite Consents in Consent Solicitations and Tender Offers.CHICAGO -- Equity Office Properties Trust Equity Office Properties Trust, headquartered in Chicago, Illinois, is the largest owner of office buildings in the United States. It was formed in 1976 by Samuel Zell [1] and in February 2007, was acquired by the Blackstone Group for $23 billion plus the assumption of (NYSE NYSE See: New York Stock Exchange :EOP EOP Educational Opportunity Program (California State University) EOP Executive Office of the President EOP Equity Office Properties Trust (ticker) EOP Emergency Operations Plan EOP Earth Orientation Parameters ) announced today that its subsidiary, EOP Operating Limited Partnership, has now received the requisite consents to adopt all of the proposed amendments that have been the subject of its consent solicitations Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with and related cash tender offers in respect of its outstanding unsecured debt Unsecured debt Debt that does not identify specific assets that the debtholder is entitled to in case of default. securities issued under its 1997 Indenture and its 2000 Indenture. EOP Operating Limited Partnership indicated that it has received consents and tendered Notes in respect of approximately 96.9% of the aggregate principal amount of Notes issued under its 1997 Indenture (including in excess of 97% of the principal amount of each of its 6.763% Notes due 2007 and its 7.250% Notes due 2028) and consents and tendered Notes in respect of approximately 96.8% of the aggregate principal amount of Notes issued under its 2000 Indenture. As previously announced, EOP Operating Limited Partnership has already received the requisite consents sought with respect to each series of Notes under the 1995 Indenture. Consents and tendered Notes have been received in respect of more than 94% of each series of Notes issued under the 1995 Indenture. Accordingly, EOP Operating Limited Partnership has received all of the requisite consents sought in connection with its consent solicitations and cash tender offers in respect of an aggregate of approximately $8.4 billion of its outstanding unsecured debt securities, which we refer to collectively in this release as the "Notes." In addition, as previously announced, EOP Operating Limited Partnership has received the requisite consents sought with respect to its 4.00% Exchangeable Senior Notes due 2026 pursuant to a separate consent solicitation with respect to such notes. The consent payment deadlines with respect to the tender offers and consent solicitations for all of the Notes have expired and withdrawal rights have terminated. Holders of Notes who have not already tendered their Notes may do so at any time on or prior to 8:00 a.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on February 8, 2007 (unless extended or earlier terminated by EOP Operating Limited Partnership, the "Offer Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "), but such holders will only be eligible to receive the applicable tender offer consideration, which is an amount, paid in cash, equal to the applicable total consideration less the applicable consent payment, for their Notes. In each case, holders whose Notes are accepted for payment in the tender offers will receive accrued and unpaid interest in respect of such purchased Notes from the last interest payment date to, but not including, the payment date for Notes purchased in the tender offers. The tender offers and consent solicitations relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Notes are being made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated December 26, 2006 (the "Offer to Purchase") and the related Consent and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , as amended. Further details about the terms and conditions of the tender offers and consent solicitations relating to the Notes are set forth in the Offer to Purchase, as well as in the press releases issued by Equity Office Properties Trust on December 29, 2006, January 2, 2007, January 10, 2007 (two releases) and January 11, 2007. EOP Operating Limited Partnership has retained Goldman, Sachs & Co. and Merrill Lynch Merrill Lynch & Co., Inc. (NYSE: MER TYO: 8675 ), through its subsidiaries and affiliates, provides capital markets services, investment banking and advisory services, wealth management, asset management, insurance, banking and related products and services on a global basis. , Pierce, Fenner & Smith Incorporated to act as the lead Dealer Managers and Solicitation Agents for the tender offers and consent solicitations for the Notes, and they can be contacted at (877) 686-5059 (toll-free) ((212) 357-0775 (collect)) and (888) 654-8637 (toll-free) ((212) 449-4914 (collect)), respectively. Banc of America Securities LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , Bear, Stearns & Co. Inc., Citigroup Global Markets Inc., Deutsche Bank Deutsche Bank AG (IPA: /'dɔɪ.tʃə/[1]) (ISIN: DE0005140008, NYSE: DB) (English: German Bank Securities Inc. and Morgan Stanley This release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offers and consent solicitations for the Notes are only being made pursuant to the tender offer and consent solicitation documents as heretofore amended and as amended hereby, including the Offer to Purchase, including the documents incorporated, or deemed incorporated, by reference therein. The tender offers and consent solicitations for the Notes are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws blue sky laws n. laws intended to protect the public from purchasing stock in fraudulent companies that lack substance, such as those selling swamp land, non-existent gold strikes and dry oil wells, or who have no assets besides a post office box. require the tender offers and consent solicitations to be made by a licensed broker or dealer, the tender offers and consent solicitations will be deemed to be made on behalf of EOP Operating Limited Partnership by the Dealer Managers (who are also the Solicitation Agents), or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. About Equity Office Properties Trust Equity Office, operating through its various subsidiaries and affiliates, is the largest publicly traded owner and manager of office properties in 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. by square footage. At September 30, 2006, Equity Office had a national office portfolio comprised of whole or partial interests in 585 office buildings located in 16 states and the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). . As of that date, Equity Office had an ownership presence in 24 Metropolitan Statistical Areas (MSAs) and in 100 submarkets, enabling it to provide a wide range of office solutions for 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. Forward Looking Statements This press release contains certain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. based on current Equity Office management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results, performance or transactions of Equity Office and its subsidiaries to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to: (1) the failure to satisfy the conditions to completion of the proposed mergers with affiliates of The Blackstone Group Blackstone Group L.P. (NYSE: BX) is a prominent private equity and investment management firm founded in 1985 by Peter G. Peterson and Stephen A. Schwarzman. The company is based in New York City, in River House on Park Avenue at Fifty-first Street, with offices in Atlanta, , including the receipt of the required shareholder approval; (2) the failure to obtain the necessary financing arrangements set forth in the commitment letters received by Blackhawk Parent LLC (an affiliate of The Blackstone Group) in connection with the proposed mergers and the actual terms of such financings; (3) the failure of the proposed mergers to close for any other reason; (4) the occurrence of any effect, event, development or change that could give rise to the termination of the merger agreement; (5) the outcome of the legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. that have been, or may be, instituted against Equity Office and others following the announcement of the proposed mergers; (6) the risks that the proposed transactions disrupt current plans and operations including potential difficulties in employee retention; (7) the amount of the costs, fees, expenses and charges related to the proposed mergers; and (8) the substantial indebtedness that will need to be incurred to finance consummation of the proposed mergers and related transactions, including the tender offers and consent solicitations and other refinancings of Equity Office and its subsidiaries; and other risks that are set forth in the "Risk Factors," "Legal Proceedings" and "Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Financial Condition and Results of Operations" sections of Equity Office's and EOP Operating Limited Partnership's filings with the Securities and Exchange Commission ("SEC"). Many of the factors that will determine the outcome of the subject matter of this press release are beyond Equity Office's ability to control or predict. Equity Office undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Additional Information About the Mergers and Where to Find It In connection with proposed merger transactions involving Equity Office and EOP Operating Limited Partnership and affiliates of The Blackstone Group, Equity Office filed a definitive 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 is furnishing the definitive proxy statement to Equity Office's shareholders. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTIONS. Shareholders can obtain the proxy statement and all other relevant documents filed by Equity Office with the SEC free of charge at the SEC's website at www.sec.gov or from Equity Office Properties Trust, Investor Relations Investor relations The process by which the corporation communicates with its investors. at Two North Riverside Plaza Riverside Plaza is a modernist and brutalist apartment complex designed by Ralph Rapson that opened in Minneapolis, Minnesota in 1973. On the edge of downtown Minneapolis in the Cedar-Riverside neighborhood, and next to the University of Minnesota's West Bank, the site contains , Suite 2100, Chicago, Illinois, 60606, (800) 692-5304 or at www.equityoffice.com. The contents of the Equity Office website are not made part of this press release. Equity Office and its trustees and officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect to the proposed merger transactions. Information about Equity Office and its trustees and executive officers, and their ownership of Equity Office's securities, is set forth in the proxy statement relating to the proposed merger transactions described above. |
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