EOP Operating Limited Partnership Tender Offers and Consent Solicitations Further Amended
January 11 2007 - 8:31PM
Business Wire
Equity Office Properties Trust (NYSE: EOP) announced today that its
subsidiary, EOP Operating Limited Partnership, has further amended
its previously announced cash tender offers in respect of an
aggregate of approximately $8.4 billion of its outstanding
unsecured debt securities, which we refer to as the �Notes.�
Following discussions with �The Ad Hoc Committee of Unsecured
Noteholders of Equity Office Properties Trust,� EOP Operating
Limited Partnership has amended further the terms of the tender
offers to provide that the �total consideration,� as defined in EOP
Operating Limited Partnership�s Offer to Purchase and Consent
Solicitation Statement dated December 26, 2006 (the �Offer to
Purchase�), for each of the 7.250% Notes due 2028 (CUSIP No.
268766AS1) and the 7.500% Notes due 2029 (CUSIP No. 268766BH4) will
be determined based on an amended Applicable Spread of 25 basis
points, and the total consideration for the 7.875% Notes due 2031
(CUSIP No. 268766BV3) will be determined based on an amended
Applicable Spread of 60 basis points, in each case subject to a
minimum price of $1,000 per $1,000 principal amount of Notes. EOP
Operating Limited Partnership indicated that pricing for the other
Notes pursuant to the tender offers and consent solicitations, as
previously amended, remains unchanged. EOP Operating Limited
Partnership indicated that it has extended the consent payment
deadline for the tender offers and consent solicitations for the
Notes issued under the 1997 Indenture and the Notes issued under
the 2000 Indenture and, as a result, holders of such Notes who wish
to receive the total consideration offered pursuant to the tender
offers for such Notes must now validly tender and not validly
withdraw their Notes on or prior to 5:00 p.m., New York City time,
on January 18, 2007, unless extended or earlier terminated (the
�Consent Payment Deadline�). As previously announced, EOP Operating
Limited Partnership has received the requisite consents sought with
respect to each series of Notes under the 1995 Indenture and,
accordingly, the consent payment deadline for such Notes has not
been extended and withdrawal rights with respect to such Notes have
now expired. The total consideration offered in the tender offers
and consent solicitations for the 1997 Indenture Notes and the 2000
Indenture Notes 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, in each case payable in
respect of such 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, as
amended. Holders of the 1997 Indenture Notes and the 2000 Indenture
Notes must validly tender and not validly withdraw such 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 1997 Indenture Notes and 2000 Indenture 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 and as amended hereby. 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, as well as in the press releases issued by
Equity Office Properties Trust on December 29, 2006, January 2,
2007 and January 10, 2007 (two releases). 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 for the Notes, 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 for the Notes. 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 (who are also
the Solicitation Agents), 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 September 30, 2006, Equity
Office had a national office portfolio comprised of whole or
partial interests in 585 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 100 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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