EOP Operating Limited Partnership Confirms Deadline for Cash Tender Offers and Related Consent Solicitations
09 1월 2007 - 4:46AM
Business Wire
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withdrawn and as to which consents to the proposed amendments are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.
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