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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Quadra Realty TR | NYSE:QRR | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Transaction Valuation * : | Amount of Filing Fee ** : | |||
$178,879,309
|
$ | 7,030 |
* | Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 16,795,233 shares of common stock, par value $0.001 per share of Quadra Realty Trust, Inc. that are not already owned by Hypo Real Estate Capital Corporation, at $10.6506 per share. | |
** | The filing fee, calculated in accordance with Exchange Act Rule 0-11, was calculated by multiplying the transaction valuation by 0.00003930. |
þ
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount previously paid:
|
$7,030 | |
Filing Parties:
|
HRECC Sub Inc., Hypo Real Estate Capital Corporation, Hypo Real Estate Bank International AG and Hypo Real Estate Holding AG | |
Form or registration No.:
|
Schedule TO-T | |
Date Filed:
|
February 13, 2008 | |
Note:
|
o
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ
|
third-party tender offer subject to Rule 14d-1. | |
o
|
issuer tender offer subject to Rule 13e-4. | |
þ
|
going-private transaction subject to Rule 13e-3. | |
o
|
amendment to Schedule 13D under Rule 13d-2. |
SIGNATURES | ||||||||
EXHIBIT INDEX |
| the factors considered by, and the findings of, the special committee of independent directors of the Company and the Companys board of directors with respect to the substantive fairness of the Offer and the Merger to such unaffiliated stockholders as set forth in the Companys Schedule 14D-9 under Item 4. The Solicitation or Recommendation Reasons for the Recommendation of the Special Committee and the Quadra Board, and the discussion set forth in the Schedule 14D-9 under Item 8. Additional Information Opinion of the Special Committees Financial Advisor, which sections are incorporated herein by reference and which findings and related analyses, as set forth in the Schedule 14D-9, Parent, Purchaser, Hypo International and Hypo Holding expressly adopt; |
1
| the factors considered by, and the findings of, the special committee of independent directors of the Company and the Companys board of directors with respect to the procedural fairness of the Offer and the Merger to such unaffiliated stockholders as set forth in the Schedule 14D-9, including the approval of the Offer and the Merger by the special committee of independent directors, as described in the Schedule 14D-9 under Item 4. The Solicitation or Recommendation Reasons for the Recommendation of the Special Committee and the Quadra Board, which section is incorporated herein by reference and which findings and related analyses, as set forth in the Schedule 14D-9, Parent, Purchaser, Hypo International and Hypo Holding expressly adopt; | ||
| the fact that the Companys special committee of independent directors received an opinion from its financial advisor that, based upon and subject to the assumptions, qualifications and limitations set forth in such opinion, the aggregate Offer price and the Merger consideration of $11.00 per share, inclusive of the $10.6506 per share in cash and the dividend of $0.3494 per share to be paid by the Company are fair, from a financial point of view, to the holders of the Companys common stock (other than Parent and its affiliates) (as discussed under Item 8. Additional Information Opinion of the Special Committees Financial Advisor in the Schedule 14D-9); |
2
HRECC SUB INC.
|
||||
By: | /s/ Thomas Glynn | |||
Name: | Thomas Glynn | |||
Title: | President | |||
HYPO REAL ESTATE CAPITAL CORPORATION
|
||||
By: | /s/ Thomas Glynn | |||
Name: | Thomas Glynn | |||
Title: | Authorized Signatory | |||
HYPO REAL ESTATE BANK INTERNATIONAL AG
|
||||
By: | /s/ Frank Lamby | |||
Name: | Frank Lamby | |||
Title: | Member of the Management Board | |||
By: | /s/ Frank Hellwig | |||
Name: | Frank Hellwig | |||
Title: | Member of the Management Board | |||
HYPO REAL ESTATE HOLDING AG
|
||||
By: | /s/ Thomas Glynn | |||
Name: | Thomas Glynn | |||
Title: | Member of the Management Board | |||
By: | /s/ Dr. Markus Fell | |||
Name: | Dr. Markus Fell | |||
Title: |
Chief Financial Officer;
Member of the Management Board |
Exhibit No.
Description
Offer to Purchase, dated February 13, 2008.*
Letter of Transmittal.*
Notice of Guaranteed Delivery.*
Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
Guidelines for Certification of Taxpayer Identification Number on Substitute
IRS Form W-9.*
Letter from the Chairman of the Special Committee of Independent Directors of
Quadra to the stockholders of Quadra enclosing the Solicitation /Recommendation
Statement on Schedule 14D-9 filed by Quadra on February 13, 2008
(incorporated by reference to Annex III to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by Quadra with the SEC on February 13, 2008
in connection with the Offer).*
Information Statement pursuant to Section 14(f) of the Securities Exchange Act
of 1934 and Rule 14f-1 thereunder (incorporated by reference to Annex I to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Quadra with
the SEC on February 13, 2008 in connection with the Offer).*
Item 3. Past Contracts, Transactions, Negotiation and Agreements Interests
of Certain Persons of the Solicitation/Recommendation Statement on Schedule
14D-9 filed by Quadra on February 13, 2008 (incorporated by reference to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Quadra with
the SEC on February 13, 2008 in connection with the Offer).*
Item 4. The Solicitation or Recommendation Reasons for the Recommendation
of the Special Committee and the Quadra Board of the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Quadra on
February 13, 2008 (incorporated by reference to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by Quadra with the SEC on February 13, 2008
in connection with the Offer).*
Item 8. Additional Information Opinion of the Special Committees Financial
Advisor of the Solicitation/Recommendation Statement on Schedule 14D-9 filed
by Quadra on February 13, 2008 (incorporated by reference to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Quadra with
the SEC on February 13, 2008 in connection with the Offer).*
The information contained in Annex I to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by Quadra on February 13, 2008 under the
heading Security Ownership of Certain Beneficial Owners and Management
(incorporated by reference to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by Quadra with the SEC on February 13, 2008 in connection
with the Offer).*
None.
None.
Joint press release of Quadra and Parent dated as of January 29, 2008,
concerning the Offer and the Merger (incorporated by reference to the Schedule
TO-C filed by Parent with the SEC on January 29, 2008).*
Press Release announcing the completion of the Offer, dated March 13, 2008.*
Fairness opinion of The Blackstone Group, financial advisor to the special
committee of independent directors of Quadra dated January 27, 2008
(incorporated by reference to Annex II to the Solicitation / Recommendation
Statement on Schedule 14D-9 filed by Quadra with the SEC on February 13, 2008
in connection with the Offer).*
Exhibit No. | Description | |
|
||
(c)(2)
|
Preliminary Valuation Overview of J.P. Morgan Securities Inc. to the Management Board of Hypo Holding, dated December 11, 2007.* | |
(c)(3)
|
Valuation Range Update to the Preliminary Valuation Overview of J.P. Morgan Securities Inc. referred to in Exhibit (c)(2), dated January 20, 2008.* | |
(c)(4)
|
Discussion Materials of J.P. Morgan Securities Inc., dated October 2, 2007.* | |
(d)(1)
|
Agreement and Plan of Merger, dated January 28, 2008, by and among Quadra, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Quadra with the SEC on January 29, 2008).* | |
(d)(2)
|
Form of Registration Rights Agreement between Quadra and Parent (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Registration Statement on Form S-11 (Registration No. 333-138591) filed by Quadra with the SEC on February 1, 2007).* | |
(d)(3)
|
Form of Management Agreement between Quadra and Parent (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Registration Statement on Form S-11 (Registration No. 333-138591) filed by Quadra with the SEC on February 1, 2007).* | |
(d)(4)
|
Form of Restricted Stock Award Agreement under the Quadra Realty Trust, Inc. Manager Equity Plan between Quadra and Parent (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Registration Statement on Form S-11 (Registration No. 333-138591) filed by Quadra with the SEC on February 1, 2007).* | |
(d)(5)
|
Confidentiality Agreement, dated November 16, 2007, by and between Quadra and Hypo Holding. (incorporated by reference to Exhibit(e)(5) to the Solicitation/Recommendation on Schedule 14D-9 filed by Quadra with the SEC on February 13, 2008).* | |
(d)(6)
|
Form of Contribution Agreement between Quadra and Parent (incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Registration Statement on Form S-11 (Registration No. 333-138591) filed by Quadra with the SEC on February 1, 2007).* | |
(g)
|
None. | |
(h)
|
Form of opinion of Bass, Berry & Sims, PLC regarding the REIT status of Quadra.* |
* | Previously filed. |
1 Year Quadra Realty TR Chart |
1 Month Quadra Realty TR Chart |
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