Trustreet Properties, Inc. Stockholders Approve Acquisition by GE Capital Solutions, Franchise Finance
23 2월 2007 - 5:57AM
PR Newswire (US)
ORLANDO, Fla., Feb 22 /PRNewswire-FirstCall/ -- Trustreet
Properties, Inc. (NYSE:TSY) ("Trustreet") today announced that at
the special meeting of stockholders, its stockholders approved the
merger (the "Merger") of Trustreet with and into TSY-FF Acquisition
Company, Inc. ("TSY-FF Acquisition"), an indirect, wholly owned
subsidiary of GE Capital Solutions, Franchise Finance ("GE
Solutions"), and other related transactions pursuant to, and as
contemplated by, the Agreement and Plan of Merger, dated as of
October 30, 2006, as amended, by and among Trustreet, CNL APF
Partners, LP (the "Partnership"), General Electric Capital
Corporation, FF-TSY Holding Company, Inc., TSY-FF Acquisition and
Franchise-TSY Acquisition, LLC (the "Merger Agreement").
Approximately 97.23% of the shares of Trustreet's common stock
present and voting at the special meeting voted in favor of the
proposal, representing approximately 62.98% of the total number of
shares of Trustreet common stock that were entitled to vote at the
special meeting. Trustreet expects the Merger to be completed on or
about February 26, 2007, subject to the satisfaction or waiver of
the conditions set forth in the Merger Agreement. Under the terms
of the Merger Agreement, each share of Trustreet's common stock
outstanding immediately prior to the effective time of the Merger
(other than shares owned by Trustreet or its subsidiaries) will be
converted into, and cancelled in exchange for, the right to
receive, without interest and less applicable withholding taxes,
cash in the amount of $17.05 as contemplated in the Merger
Agreement (the "Common Stock Merger Consideration"). In addition,
each share of Trustreet's Series A Cumulative Convertible Preferred
Stock outstanding immediately prior to the effective time of the
Merger (other than shares owned by Trustreet or its subsidiaries)
will be converted into, and cancelled in exchange for, the right to
receive, without interest, cash in the amount of $25.00, plus any
accrued and unpaid dividends through and including the date of the
effective time of the Merger. The Merger Agreement further provides
that each share of Trustreet's 7.5% Series C Redeemable Convertible
Preferred Stock outstanding immediately prior to the effective time
of the Merger (other than shares owned by Trustreet or its
subsidiaries) will be converted into, and cancelled in exchange
for, the right to receive one share of 7.5% Series C Redeemable
Convertible Preferred Stock of TSY-FF Acquisition, as the surviving
corporation of the Merger (the "Surviving Corporation") ("Series C
Stock"). It is expected that the Surviving Corporation will be
liquidated and dissolved as promptly as practicable following the
effective time of the Merger. In the liquidation, all of the
outstanding shares of the Series C Stock shall be cancelled and the
holders thereof will receive, without interest, a liquidating cash
distribution in the amount of $25.00 per share, plus any accrued
and unpaid dividends through and including the liquidation payment
date to be designated by GE Solutions. The Merger Agreement also
provides that each limited partnership unit ("LP Unit") of the
Partnership (other than LP Units owned by Trustreet or its
subsidiaries) will be converted into, and cancelled in exchange
for, the right to receive, without interest, cash in the amount
equal to the Common Stock Merger Consideration. About Trustreet
Properties, Inc. Trustreet Properties, Inc. is the largest
self-advised restaurant real estate investment trust (REIT) in the
United States. Trustreet, which trades on the NYSE under the ticker
symbol TSY, provides a complete range of financial, real estate and
advisory services to operators of national and regional restaurant
chains. For more information, visit http://www.trustreet.com/.
About GE Capital Solutions, Franchise Finance, GE Capital Solutions
and General Electric GE Capital Solutions, Franchise Finance is a
leading lender for the franchise market via direct sales and
portfolio acquisition. It serves more than 6,000 customers and
20,000 property locations in restaurant, hospitality, branded
beverage, power sports and automotive after-market industries. GE
Capital Solutions, Franchise Finance offers customers access to
capital with a menu of products featuring flexible structuring,
including financing for acquisitions, refinancing, construction of
new units, and remodels for single- and multi-unit
operators/chains. More information is available at
http://www.gefranchisefinance.com/ or by calling toll-free
866-GET-GEFF (438-4333). GE Capital Solutions provides leasing,
lending and capital investment products and services to help
business customers grow. It has over $92 billion in assets, serves
more than a million clients around the world and is headquartered
in Danbury, Connecticut, USA. http://www.ge.com/capitalsolutions GE
(NYSE:GE) is a diversified technology and services company
dedicated to creating products that make life better. From aircraft
engines and power generation to financial services, medical
imaging, television programming and plastics, GE operates in more
than 100 countries and employs more than 300,000 people worldwide.
For more information, visit the company's web site at
http://www.ge.com/ Forward-Looking Statements Some of the
statements contained in this press release constitute forward-
looking statements. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies,
anticipated events or trends and similar expressions concerning
matters that are not historical facts. The forward-looking
statements reflect Trustreet's current views about future events
and are subject to risks, uncertainties, assumptions and changes in
circumstances that may cause Trustreet's actual results to differ
significantly from those expressed in any forward-looking
statement. You should not rely on forward-looking statements since
they involve known and unknown risks, uncertainties and other
factors that are, in some cases, beyond Trustreet's control and
that could materially affect actual results. The factors that could
cause actual results to differ materially from current expectations
include risks detailed from time to time in filings with the
Securities and Exchange Commission. The forward-looking statements
contained herein represent Trustreet's judgment as of the date of
this release, and Trustreet cautions readers not to place undue
reliance on such statements. DATASOURCE: Trustreet Properties, Inc.
CONTACT: Liz Kohlmyer, Director of Communications of Trustreet
Properties, Inc., +1-407-540-2221 Web site:
http://www.trustreet.com/ http://www.gefranchisefinance.com/
http://www.ge.com/capitalsolutions http://www.ge.com/
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