SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO-T/A
Amendment No. 3
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
Quadra Realty Trust, Inc.
(Name of Subject Company—(Issuer))
HRECC Sub Inc.
Hypo Real Estate Capital Corporation
Hypo Real Estate Bank International AG
Hypo Real Estate Holding AG
(Name of Filing Persons—(Offeror))
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
746945104
(CUSIP Number of Class of Securities)
Thomas Glynn
Hypo Real Estate Capital Corporation
622 Third Avenue
New York, NY 10017
(212) 671-6300
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
with a copy to:
Larry Medvinsky, Esq.
Karl Roessner, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, NY 10019
(212) 878-8000
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$178,879,309
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$
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7,030
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*
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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.
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**
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The filing fee, calculated in accordance with Exchange Act Rule 0-11, was calculated by
multiplying the transaction valuation by 0.00003930.
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þ
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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.
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Amount previously paid:
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$7,030
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Filing Parties:
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HRECC Sub Inc., Hypo Real Estate Capital Corporation, Hypo Real Estate Bank
International AG and Hypo Real Estate Holding AG
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Form or registration No.:
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Schedule TO-T
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Date Filed:
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February 13, 2008
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Note:
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o
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
o
TABLE OF CONTENTS
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender
Offer Statement and Rule 13e-3 Transaction Statement filed under the cover of Schedule TO with the
Securities and Exchange Commission on February 13, 2008, as amended by Amendment No. 1 thereto
filed on March 4, 2008, (as amended, the “Schedule TO”), by HRECC Sub Inc. (“Purchaser”), Hypo Real
Estate Capital Corporation (“Parent”), Hypo Real Estate Bank International AG (“Hypo
International”) and Hypo Real Estate Holding AG (“Hypo Holding”). The Schedule TO relates to the
offer by Purchaser to purchase any and all of the issued and outstanding shares of common stock,
par value $0.001 per share (the “Shares”), of Quadra Realty Trust, Inc. (“Quadra” or the
“Company”), not already owned by Parent and its affiliates, at a price of $10.6506 per share in
cash (without interest and less applicable withholding taxes), less the amount of any dividends
declared and paid (other than the $0.3494 dividend to be paid by the Company pursuant to the terms
of the Agreement and Plan of Merger dated as of January 28, 2008, by and among Parent, Purchaser
and Quadra) with respect to the Shares on or between the date of the Offer and the Acceptance Date
(as defined in “The Tender Offer — Section 1. Terms of the Offer; Expiration Date” in the Offer to
Purchase), upon the terms and subject to the conditions set forth in the offer to purchase dated
February 13, 2008 (the “Offer to Purchase”) and in the related letter of transmittal (the “Letter
of Transmittal”) (which Letter of Transmittal, together with the Offer to Purchase, each as amended
or supplemented from time to time, constitute the “Offer”). Items not amended remain unchanged, and
capitalized terms used herein and not otherwise defined have the respective meanings ascribed
thereto in the Offer to Purchase.
As permitted by General Instruction F to Schedule TO, the information set forth in the
Schedule TO, as amended by this Amendment No. 2, including all appendices, schedules, exhibits and
annexes hereto and thereto, is hereby expressly incorporated by reference herein in response to
Items 1 through 13 of the Schedule TO. You should read this Amendment No. 2 to Schedule TO together
with the Schedule TO filed on February 13, 2008, as amended by Amendment No. 1 thereto filed on
March 4, 2008.
Item
11.
Additional Information
In response to a number
of inquiries from investors and stockholders of the Company,
Purchaser wishes to clarify that the “Acceptance Date”, as defined in the Offer to
Purchase as “the date on which Purchaser accepts for payment shares
of the Company’s
common stock validly tendered and not properly withdrawn pursuant to
the Offer,”
will be (assuming the conditions are satisfied or waived in accordance with the terms of the Offer)
the day immediately following the expiration date of the Offer. For example, if the conditions
to the Offer are satisfied or waived as of the Offer’s currently scheduled
expiration at 12:00 midnight, New York City time, on Wednesday, March 12, 2008,
then the Acceptance Date would be Thursday, March 13, 2008
and the $0.3494 per share dividend payable to stockholders of the
Company who hold shares of the Company’s common stock at the
close of business on the last trading day immediately preceding
the Acceptance Date would be payable to stockholders of the Company
holding shares of the Company’s common stock at the close of
business on Wednesday, March 12, 2008, including to those
persons who acquire shares during the trading day on the expiration
date of the Offer.
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