Prime Realty (NYSE:PGE)
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From Jun 2019 to Jun 2024
Prime Group Realty Trust (NYSE:PGE) (the "Company"), a
Chicago-based publicly traded real estate investment trust (REIT), and
The Lightstone Group, LLC ("Lightstone"), a New Jersey-based private
real estate company, announced today that an affiliate of Lightstone
has completed its acquisition of the Company. Originally announced in
February 2005, the acquisition was approved by the Company's
shareholders on June 28, 2005.
As a result of the transaction, Lightstone now controls the
Company, and the Company's common shares will no longer be listed or
traded on the New York Stock Exchange. In accordance with the terms of
the previously announced merger agreement, each common share of the
Company and limited partner unit of Prime Group Realty, L.P., the
Company's operating partnership, was cancelled and converted into the
right to receive cash in the amount of $7.25 per common share/limited
partner unit, without interest. Letters of transmittal regarding the
procedures to receive the merger consideration will promptly be sent
to former common shareholders of the Company and limited partner unit
holders of the Operating Partnership.
The Company's Series B Cumulative Redeemable Preferred Shares (the
"Series B Shares") remain outstanding after the completion of the
acquisition. Concurrently with the completion of the acquisition, all
accrued but unpaid distributions on the Company's Series B Shares,
plus distributions on the Series B Shares for the third quarter of
2005, were paid to the holders of the Series B Shares.
Also in connection with the completion of the acquisition,
Lightstone caused the Company and its operating partnership to adopt
and assume two previously disclosed employment agreements, each dated
as of May 31, 2005, between an affiliate of Lightstone and Jeffrey A.
Patterson, the Company's President and Chief Executive Officer, and
James F. Hoffman, its Executive Vice President, General Counsel and
Secretary.
In connection with the acquisition, Mr. Patterson agreed to remain
as a trustee of the Company. Messrs. Jacque Ducharme, Stephen Nardi,
Christopher Nassetta, Douglas Crocker, Ray D'Ardenne and Daniel
Lupiani have been succeeded as trustees of the Company by Messrs.
David Lichtenstein, the Chairman and Principal of Lightstone, Michael
Schurer, the Chief Financial Officer of Lightstone, and Bruno de
Vinck, a Senior Vice President of Lightstone, each named as
non-independent trustees of the Company, and Messrs. George R.
Whittemore, John M. Sabin, and Shawn R. Tominus, each named as the
Company's independent trustees and members of its audit committee. Mr.
Richard FitzPatrick resigned from his position as Executive Vice
President - Chief Financial Officer of the Company.
David Lichtenstein, Chairman and Chief Executive Officer of The
Lightstone Group, commented, "We are pleased to have finalized this
acquisition, which provides Lightstone with a portfolio of
high-quality office properties and a platform to acquire and operate
additional office and industrial assets in the Midwest."
Jeffrey A. Patterson, the Company's President and Chief Executive
Officer, said that, "We have successfully completed a process which
resulted in a sale of the Company at $7.25 per share, which is
approximately 68% higher than where our shares were trading
approximately two and one-half years ago when we started this
process." Mr. Patterson continued, "We intend to continue operating
the Company as a Chicago-based company and to remain focused on
providing excellent service to our existing tenants and to
aggressively attract new tenants."
Prime Group Realty Trust's assets include joint venture interests
in the RR Donnelley Building at 77 West Wacker Drive and Bank One
Center at 131 South Dearborn Street in Chicago's Central Business
District. The Company also owns the landmark IBM Plaza, 180 N. LaSalle
Street and 208 S. LaSalle Street properties in the Chicago Central
Business District, as well as numerous suburban Chicago office assets.
Wachovia Securities acted as financial advisor to the Company's
Board of Trustees, Winston & Strawn LLP provided legal advice to the
Company and Herrick, Feinstein LLP provided legal advice to
Lightstone.
About The Lightstone Group
Founded in 1988, The Lightstone Group is ranked among the 25
largest real estate companies in the industry with a diversified
portfolio of over 20,000 residential units as well as office,
industrial and retail properties totaling approximately 27 million
square feet of space in 28 states and Puerto Rico. Headquartered in
Lakewood, New Jersey, The Lightstone Group employs over 1,000
professionals and maintains regional offices in Chicago, New York,
Maryland, Virginia and California. The Lightstone Group has acquired
in excess of $2 billion in real estate over the past 20 months.
For more information on The Lightstone Group, contact the
Company's Lakewood, New Jersey headquarters at (800)-347-4078 or visit
www.lightstonegroup.com.
About Prime Group Realty Trust
Prime Group Realty Trust is a fully integrated, self-administered,
and self-managed real estate investment trust (REIT) that owns,
manages, leases, develops and redevelops office and industrial real
estate, primarily in metropolitan Chicago. The Company owns 11 office
properties containing an aggregate of approximately 4.6 million net
rentable square feet, one industrial property comprised of
approximately 120,000 square feet, three joint venture interests in
office properties totaling 2.8 million net rentable square feet, and
approximately 6.3 acres of land suitable for new construction. To
learn more, visit the Company's website at www.pgrt.com.
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995 that reflect management's current views with respect to future
events and financial performance. The words, "will be," "believes,"
"expects," "anticipates," "estimates," and similar words or
expressions are generally intended to identify forward-looking
statements. Actual results may differ materially from those expected
because of various risks and uncertainties, including, but not limited
to, changes in general economic conditions, adverse changes in real
estate markets as well as other risks and uncertainties included from
time to time in the Company's filings with the Securities and Exchange
Commission.