Hypo Real Estate Capital Corporation to Acquire Quadra Realty Trust
29 Gennaio 2008 - 2:00PM
PR Newswire (US)
NEW YORK, Jan. 29 /PRNewswire-FirstCall/ -- Hypo Real Estate
Capital Corporation ("HRECC"), a wholly owned U.S. subsidiary of
Hypo Real Estate Bank International AG, and Quadra Realty Trust,
Inc. ("Quadra") (NYSE:QRR), a New York-based commercial mortgage
REIT that is externally managed by HRECC, announced today that they
have entered into an agreement and plan of merger pursuant to which
HRECC will acquire the 65.3% of Quadra's outstanding shares of
common stock that it does not currently own at a price of $10.6506
per share in cash. In addition, Quadra will declare a $0.3494 per
share dividend ($9 million in the aggregate) payable to
stockholders of Quadra who hold shares of Quadra common stock at
the close of business on the last trading day immediately preceding
the initial expiration date of the tender offer described below.
Such dividend will not be paid if the tender offer is not closed.
This will result in stockholders of Quadra receiving $11.00 per
share in the aggregate, an approximately 38% premium to the closing
price of Quadra's common stock on the New York Stock Exchange on
January 28, 2008 and an approximately 41% premium to the average
closing price of Quadra's common stock for the 30 trading days
ending with yesterday's close. If Quadra declares any additional
dividends prior to the closing of the transaction, the per share
price being offered to Quadra's stockholders will be reduced by the
per share amount of any such dividend. Pursuant to the terms of the
merger agreement, a newly formed subsidiary of HRECC ("Merger Sub")
will commence a tender offer as promptly as practicable after
February 4, 2008 to acquire all of the outstanding shares of
Quadra's common stock (other than any shares held by HRECC, Merger
Sub or any of their subsidiaries or affiliates). The tender offer
will expire at midnight New York time on the 20th business day
following and including the commencement date of the tender offer,
unless extended in accordance with the terms of the merger
agreement and the applicable rules and regulations of the
Securities and Exchange Commission (the "SEC"). Merger Sub's
obligation to accept and pay for shares tendered in the offer is
conditional on at least 55% of Quadra's outstanding shares on a
fully diluted basis (other than any shares held by HRECC, Merger
Sub or any of their subsidiaries or affiliates) being tendered in
the offer. If at least 55% of such shares are properly tendered to
and accepted for payment by Merger Sub, and the other conditions to
the tender offer are satisfied or waived, the parties will complete
a second-step merger in which all remaining shares of Quadra's
common stock will be converted into the right to receive the same
$10.6506 price paid per share in the tender offer and Quadra will
survive the merger as a wholly-owned subsidiary of HRECC. Under the
terms of the merger agreement, the board of directors of Quadra,
through its special committee and with the assistance of its
financial advisor, intends to solicit superior proposals during the
next 30 days. Quadra does not intend to disclose developments with
respect to the solicitation process unless and until the special
committee of the board has made a recommendation and the board of
directors has made a decision. The special committee's financial
advisor has provided an opinion to the special committee that the
aggregate consideration is fair, from a financial point of view, to
Quadra's stockholders (other than HRECC, Merger Sub and their
subsidiaries or affiliates). The tender offer and subsequent merger
are subject to customary conditions for transactions of this type.
Closing of the transaction is expected to occur in March 2008.
About Quadra Realty Trust, Inc. Quadra Realty Trust, Inc. (Quadra)
(NYSE:QRR), a commercial real estate finance company headquartered
in New York, was formed primarily to invest in commercial mortgage
investments and related products. Quadra invests in a diversified
portfolio of commercial mortgage investments and related projects
and is managed by Hypo Real Estate Capital Corporation ("HRECC").
Quadra's portfolio consists of approximately $686 million of real
estate finance loans and undrawn commitments of approximately $235
million. A substantial portion of the loans in Quadra's portfolio
was syndicated by HRECC and most of these positions are currently
held by HRECC on its balance sheet. As of January 24, 2008,
Quadra's portfolio is comprised of participations in 28 loans that
are backed by real estate assets located primarily in coastal US
markets, as well as premier inland markets, including Phoenix, AZ
and Las Vegas, NV. Quadra's portfolio is diversified across
property sectors: Condominium, Multifamily, Retail, Hotel, Office,
and Other. All of the investment assets in the Quadra portfolio are
performing loans. Quadra's portfolio does not contain any CDOs or
structured finance securities. For more information about Quadra,
please visit its website at http://www.quadrarealty.com/. About
Hypo Real Estate Capital Corporation New York based Hypo Real
Estate Capital Corporation ("HRECC"), a subsidiary of Hypo Real
Estate Bank International, is one of the largest foreign owned
commercial real estate lenders in the United States. HRECC provides
a full range of services that combine unparalleled real estate and
local market knowledge with capital markets expertise. It provides
a single source of capital solutions for the real estate industry
including balance sheet, CMBS, and subordinate debt lending on all
asset classes across the U.S. For more information about the Hypo
Real Estate Group, please visit its website at
http://www.hyporealestate.com/. Advisors J.P. Morgan Securities
Inc. is acting as financial advisor and Clifford Chance US LLP is
acting as legal advisor to HRECC. Blackstone Advisory Services LP,
a subsidiary of The Blackstone Group, is acting as financial
advisor, and Bass, Berry & Sims PLC is acting as legal advisor
to the Special Committee of the Board of Directors of Quadra.
Forward-Looking Statements Certain statements in this press release
may constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, including
statements regarding our business prospects and anticipated
investment performance. These statements are not historical facts,
but instead represent only our beliefs regarding future events,
many of which, by their nature, are inherently uncertain and
outside of our control. It is possible that our actual results and
financial condition may differ, possibly materially, from our
anticipated results and financial condition indicated in these
forward-looking statements. In addition, certain factors could
affect the outcome of the matters described in this press release.
These factors include, but are not limited to, (1) the occurrence
of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement, (2) the outcome of any
legal proceedings that may be instituted against us or others
following the announcement of the Merger Agreement, (3) the
inability to complete the tender offer or complete the merger due
to the failure to satisfy other conditions required to complete the
tender offer and the merger, (4) risks that the proposed
transaction disrupts current plans and operations as a result of
the tender offer and the merger, (5) the inability to recognize the
benefits of the merger, and (6) the costs, fees and expenses
related to the tender offer and the merger. Additional information
regarding risk factors and uncertainties affecting Quadra is
detailed from time to time in Quadra's filings with the SEC,
including, but not limited to, Quadra's most recent Quarterly
Report on Form 10-Q, available for viewing on Quadra's website at
http://www.quadrarealty.com/. (To access this information on
Quadra's website, please click on "Investor Relations", "SEC
Filings"). You should not place undue reliance on any
forward-looking statements contained in this press release. We can
give no assurance that the expectations of any forward-looking
statement will be obtained. Such forward-looking statements speak
only as of the date of this press release. We expressly disclaim
any obligation to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in our expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based.
IMPORTANT NOTICE: This press release is for informational purposes
only and is not an offer to buy or the solicitation of an offer to
sell any shares of Quadra's common stock. The tender offer
described herein has not yet been commenced. On the commencement
date of the tender offer, an offer to purchase, a letter of
transmittal and related documents will be filed with the SEC, will
be mailed to Quadra's stockholders and will also be made available
for distribution to beneficial owners of Quadra's common stock. The
solicitation of offers to buy shares of Quadra's common stock will
only be made pursuant to the offer to purchase, the letter of
transmittal and related documents. Quadra stockholders are strongly
advised to read both the tender offer statement and the
solicitation/recommendation statement regarding the tender offer
when they become available as they will contain important
information, including the various terms of, and conditions to, the
tender offer. The tender offer statement will be filed by Merger
Sub with the SEC, and the solicitation / recommendation statement
will be filed by Quadra with the SEC. Investors and stockholders
may obtain free copies of these statements (when available) and
other documents filed by HRECC and Quadra at the SEC's website at
http://www.sec.gov/. In addition, copies of the tender offer
statement, the solicitation / recommendation statement and related
documents and materials (when available) may be obtained for free
by directing such requests to the information agent for the tender
offer. DATASOURCE: Quadra Realty Trust, Inc. CONTACT: Media: Oliver
Gruss, +49 89 203007 781, Fax: +49 89 203007 772, , Investor:
Ulrich Kern, +49 89 203007 780, Fax: +49 89 203007 772, , both of
Hypo Real Estate Group; Quadra Investor and Media: Evan Smith, CFA,
1-866-QUADRA4, Web site: http://www.quadrarealty.com/
http://www.hyporealestate.com/
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