Equity Office (NYSE:EOP)
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Equity Office Properties Trust (NYSE:EOP) confirmed that the tender
offers and related consent solicitations commenced by its subsidiary,
EOP Operating Limited Partnership, as previously amended, remain open.
A media report that Equity Office had previously confirmed that “no
consent” agreements have been received by
holders of a majority in principal amount of the outstanding notes under
each of the 1997 and 2000 indentures is inaccurate. The Ad Hoc
Committee of Unsecured Noteholders of Equity Office Properties Trust is
not affiliated with Equity Office or EOP Operating Limited Partnership.
Equity Office has no evidence to suggest that it will or will not timely
receive the required consents.
Holders who wish to receive the total consideration offered pursuant to
the tender offers must validly tender (and not validly withdraw) their
notes on or prior to 5:00 p.m., New York City time, on January 9, 2007,
unless extended or earlier terminated (the “Consent
Payment Deadline”).
The total consideration includes a consent payment of $50.00 per $1,000
principal amount of notes (other than the Internotes) and a consent
payment of $10.00 per $1,000 principal amount of the Internotes
identified in the Offer to Purchase referred to below, in each case
payable in respect of notes validly tendered and not validly withdrawn
and as to which consents to the proposed amendments are delivered on or
prior to the Consent Payment Deadline, subject to the terms and
conditions of the tender offers and consent solicitations. Holders of
the notes must validly tender and not validly withdraw notes on or prior
to the Consent Payment Deadline in order to be eligible to receive the
applicable total consideration (which includes the applicable consent
payment described in the foregoing sentence) for such notes purchased in
the tender offers. Holders who validly tender their notes after the
Consent Payment Deadline and on or prior to 8:00 a.m., New York City
time, on February 8, 2007 (unless extended or earlier terminated by EOP
Operating Limited Partnership, the “Offer
Expiration Date”), will be eligible to receive
the tender offer consideration which is an amount, paid in cash, equal
to the applicable total consideration less the applicable consent
payment.
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 the notes are
being made upon the terms and conditions set forth in the Offer to
Purchase and the related Consent and Letter of Transmittal, as
heretofore 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 and consent Solicitation Statement
dated December 26, 2006 and the related Consent and Letter of
Transmittal and the press releases dated December 29, 2006 and January
2, 2007 amending the tender offers and consent solicitations.
EOP Operating Limited Partnership has retained Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as the lead
Dealer Managers and Solicitation Agents for the tender offers and
consent solicitations, 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, Bear, Stearns & Co. Inc., Citigroup Global Markets Inc., Deutsche
Bank Securities Inc. and Morgan Stanley & Co. Incorporated are also
acting as Dealer Managers and Solicitation Agents in connection with the
tender offers and consent solicitations. Requests for documentation for
the tender offers and consent solicitations relating to the notes may be
directed to Global Bondholder Services Corporation, the Information
Agent, which can be contacted at (212) 430-3774 (for banks and brokers
only) or (866) 924-2200 (for all others toll-free).
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 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, 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 by square footage. At December 31, 2006,
Equity Office had a national office portfolio comprised of whole or
partial interests in 543 office buildings located in 16 states and the
District of Columbia. As of that date, Equity Office had an ownership
presence in 24 Metropolitan Statistical Areas (MSAs) and in 98
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 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, 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 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 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 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 at Two North
Riverside Plaza, 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.