Equity Office (NYSE:EOP)
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Equity Office Properties Trust (NYSE: EOP) announced today that its
subsidiary, EOP Operating Limited Partnership, has further amended its
previously announced cash tender offers in respect of an aggregate of
approximately $8.4 billion of its outstanding unsecured debt securities,
which we refer to as the “Notes.”
Following discussions with “The Ad Hoc
Committee of Unsecured Noteholders of Equity Office Properties Trust,”
EOP Operating Limited Partnership has amended further the terms of the
tender offers to provide that the “total
consideration,” as defined in EOP Operating
Limited Partnership’s Offer to Purchase and
Consent Solicitation Statement dated December 26, 2006 (the “Offer
to Purchase”), for each of the 7.250% Notes
due 2028 (CUSIP No. 268766AS1) and the 7.500% Notes due 2029 (CUSIP No.
268766BH4) will be determined based on an amended Applicable Spread of
25 basis points, and the total consideration for the 7.875% Notes due
2031 (CUSIP No. 268766BV3) will be determined based on an amended
Applicable Spread of 60 basis points, in each case subject to a minimum
price of $1,000 per $1,000 principal amount of Notes. EOP Operating
Limited Partnership indicated that pricing for the other Notes pursuant
to the tender offers and consent solicitations, as previously amended,
remains unchanged.
EOP Operating Limited Partnership indicated that it has extended the
consent payment deadline for the tender offers and consent solicitations
for the Notes issued under the 1997 Indenture and the Notes issued under
the 2000 Indenture and, as a result, holders of such Notes who wish to
receive the total consideration offered pursuant to the tender offers
for such Notes must now validly tender and not validly withdraw their
Notes on or prior to 5:00 p.m., New York City time, on January 18, 2007,
unless extended or earlier terminated (the “Consent
Payment Deadline”). As previously announced,
EOP Operating Limited Partnership has received the requisite consents
sought with respect to each series of Notes under the 1995 Indenture
and, accordingly, the consent payment deadline for such Notes has not
been extended and withdrawal rights with respect to such Notes have now
expired.
The total consideration offered in the tender offers and consent
solicitations for the 1997 Indenture Notes and the 2000 Indenture Notes
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, in each case payable in respect of such 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, as amended. Holders of the 1997 Indenture Notes and the
2000 Indenture Notes must validly tender and not validly withdraw such
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 1997 Indenture Notes and 2000 Indenture 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 and as amended hereby. 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 and January 10, 2007 (two releases).
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 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, 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 for the Notes. 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 (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 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. 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 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.