Republic Property Trust Files Lawsuit against the Owner of Republic Square I for Breach of Option Agreement
20 Giugno 2007 - 10:36PM
Business Wire
Republic Property Trust (NYSE: RPB) and its operating partnership
Republic Property Limited Partnership (�RPLP�, together with
Republic Property Trust, the �Company�) announced today that RPLP
has filed a lawsuit against 25 Massachusetts Avenue Property LLC
(the �Owner�), the owner of Republic Square I (the �Property�). As
previously disclosed, on May 29, 2007, RPLP (i) re-tendered a lease
(�Lease�) to the Owner for certain space at the Property and (ii)
exercised its exclusive option to purchase the fee interest in the
Property pursuant to the Option Agreement among the Owner, 660
North Capitol Street Property LLC and RPLP dated as of November 28,
2005 (the �Option Agreement�). On May 30, 2007, the Owner rejected
the Lease and claimed that �there has been no effective exercise of
the Option.� As previously disclosed, two of the Company�s founders
and Trustees, Richard L. Kramer and Steven A. Grigg, currently
control the Owner. In response to the Owner�s rejection, on June
15, 2007, RPLP filed a lawsuit against the Owner in the Court of
Chancery in the State of Delaware. This lawsuit asserts, among
other things, that (i) by refusing to accept RPLP�s option exercise
the Owner has breached the Option Agreement and (ii) by deciding
not to refinance a construction loan on the Property and rejecting
the Lease, the Owner has breached the covenant of good faith and
fair dealing implied in every contract governed by the laws of the
District of Columbia. RPLP seeks, among other remedies, to obtain
(i) an injunction against the Owner�s sale of the Property to any
party other than RPLP, (ii) a declaration that the Lease and option
exercise are effective and (iii) an order that the Owner
specifically perform its obligation to sell the Property to RPLP
pursuant to the Option Agreement. Also on June 15, 2007, RPLP filed
a Notice of Pendency of Action (Lis Pendens) in the Office of the
Recorder of Deeds in the District of Columbia, in order to record
RPLP�s interest in the Property as reflected in the Delaware
Chancery Court action. The outcome of this lawsuit is uncertain.
The Trust cannot provide any assurance that the purchase and sale
of the Property pursuant to the Option Agreement will occur. About
Republic Property Trust Republic Property Trust is a fully
integrated, self-administered and self-managed real estate
investment trust formed to own, operate, lease, acquire and develop
primarily Class A office properties. The Company�s current
portfolio is focused in the Washington, D.C. metropolitan, or
Greater Washington, D.C. market. Safe Harbor Various statements in
this press release constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "strategy," "plan,"
"project," "believe," "anticipate," "intend," "should," "will,"
"expect," "estimate," and similar expressions identify these
forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause the Company's actual results to differ materially
from historical results or from any results expressed or implied by
these forward-looking statements, including without limitation:
national and local economic, business, real estate and other market
conditions; the competitive environment in which the Company
operates; financing risks; property management risks; the level and
volatility of interest rates; financial stability of tenants; the
Company's ability to maintain its status as a REIT for federal
income tax purposes; acquisition, disposition, development and
joint venture risks; potential environmental and other liabilities;
the Company's ability to pay its estimated distribution at its
current rate; the impact of potential management changes; the
Company's ability to acquire its option properties; the outcome of
any material litigation; the outcome of its evaluation of strategic
alternatives; and other factors affecting the real estate industry
generally. The Company refers you to the documents filed by it from
time to time with the Securities and Exchange Commission, including
the Company's Annual Report on Form 10-K (as amended by Form
10-K/A) and Quarterly Reports on Form 10-Q, each of which discusses
these and other factors that could adversely affect the Company's
results. The Company does not undertake a duty to update or revise
any forward-looking statement whether as a result of new
information, future events or otherwise.
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