SCHEDULE 13E-3
Transaction Statement Under
Section 13(e) of the Securities
Exchange Act of 1934 and
Rule 13e-3
Thereunder
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
Rule 13e-3
Transaction Statement
Under Section 13(e) of the
Securities Exchange Act of 1934
Quadra Realty Trust,
Inc.
(Name of the Issuer)
Quadra Realty Trust, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.001 per share
(Title of Class of Securities)
746945104
(CUSIP Number of Class of
Securities)
Evan F. Denner
Quadra Realty Trust, Inc.
622 Third Avenue,
30th Floor, New York, NY 10017
(212) 671-6400
(Name, Address and
Telephone Numbers of Person
Authorized to Receive Notices and Communications on
Behalf of Persons Filing Statement)
Copies to:
John A. Good
Bass, Berry & Sims PLC
100 Peabody Place, Suite 900
Memphis, TN 38103
Telephone:
(901) 543-5901
Fax
(901) 543-5999
This statement is filed in connection with (check the
appropriate box):
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o
a.
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The filing of solicitation
materials or an information statement subject to
Regulation 14A,
Regulation 14-C
or
Rule 13e-3(c)
under the Securities Exchange Act of 1934.
o
b. The
filing of a registration statement under the Securities Act of
1933.
þ
c. A
tender offer.
o
d. None
of the above.
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Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies:
o
Check the following box if the filing is a final amendment
reporting the results of the
transaction:
o
Calculation of
Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$178,879,309
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$7,030
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*
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Calculated solely for purposes of
determining the filing fee. The transaction value was determined
based upon the sum of (a) $10.6506 per share of
16,795,233 shares of the Companys common stock, par
value $0.001 per share (the Common Stock), which
represents the 25,725,333 shares of the Companys
Common Stock outstanding less the 8,930,100 shares of the
Companys Common Stock currently owned by the Purchaser and
its affiliates.
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**
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The filing fee, calculated in
accordance with Exchange Act
Rule 0-11,
was calculated by multiplying the transaction value by
0.00003930.
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Check box if any part of the fee is
offset as provided by Exchange Act
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
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$7,030
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Form or Registration No.:
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Schedule TO
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Filing Party:
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HRECC Sub, Inc., a wholly-owned subsidiary of Hypo Real Estate
Capital Corporation
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Date Filed:
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February 13, 2008
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INTRODUCTION
This
Schedule 13E-3
Transaction Statement (the Transaction Statement) is
filed on behalf of Quadra Realty Trust, Inc., a Maryland
corporation (the Company or Quadra) and
relates to the offer by HRECC Sub Inc., a Maryland corporation
(Purchaser) and a wholly-owned subsidiary of Hypo
Real Estate Capital Corporation, a Delaware corporation
(Parent), to purchase any and all outstanding shares
of the Companys common stock, par value $0.001 per share,
not already owned by Parent and its affiliates, at $10.6506 per
share net to the seller in cash (without interest and less
applicable withholding taxes), less the amount of any dividends
declared and paid (other than the $0.3494 dividend described
below) with respect to the shares on or between the date of the
Offer and the date (the Acceptance Date) Purchaser
accepts and pays for shares validly tendered and not properly
withdrawn (the Offer Price), upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated February 13, 2008 (the Offer to
Purchase). The Offer to Purchase and the related Letter of
Transmittal together with any amendments or supplements thereto,
constitute the Offer.
In addition, on February 1, 2008, the Company declared a
$0.3494 per share dividend payable to stockholders of the
Company who hold shares of the Companys common stock at
the close of business on the last trading day immediately
preceding the Acceptance Date (the Dividend). The
Dividend will not be paid if the Offer is not closed. This will
result in stockholders of the Company receiving $11.00 per share
in the aggregate, an approximately 38% premium to the closing
price of the Companys common stock on the New York Stock
Exchange on January 28, 2008 and an approximately 41%
premium to the average closing price of the Companys
common stock for the 30 trading days ending on January 28,
2008. The Company expects to declare and pay an additional
dividend immediately prior to the Acceptance Date, to the extent
of the Companys taxable income for the period beginning
January 1, 2008 and ending on the date immediately
preceding the Acceptance Date. Such dividend will reduce the
Offer Price by the per share amount of any such dividend.
The Offer to Purchase and the related Letter of Transmittal were
filed by Purchaser as Exhibits to the combined Tender Offer
Statement and
Schedule 13E-3
Transaction Statement on Schedule TO, filed with the
Securities and Exchange Commission (the SEC) on
February 13, 2008 (the Schedule TO).
This Transaction Statement also relates to the Agreement and
Plan of Merger dated as of January 28, 2008 by and among
the Company, Parent and Purchaser (the Merger
Agreement). The Merger Agreement provides that, subject to
the satisfaction or waiver of certain conditions, following
completion of the Offer, and in accordance with the Maryland
General Corporation Law, Purchaser will be merged with and into
the Company (the Merger). Following the consummation
of the Merger, the Company will continue as the surviving
corporation. At the effective time of the Merger, each issued
and outstanding share of the Companys common stock (other
than shares that are to be cancelled pursuant to the Merger
Agreement or are to otherwise remain outstanding pursuant to the
terms of the Merger Agreement) will be converted into the right
to receive the Offer Price, subject to reduction for dividends
as described above.
Concurrent with the filing of this
Schedule 13E-3,
the Company is filing a
Schedule 14D-9
Solicitation and Recommendation Statement (as amended from time
to time, the
Schedule 14D-9)
under Section 14(d)(4) of the Securities Exchange Act of
1934, as amended (the Exchange Act), in response to
the Schedule TO. A copy of the
Schedule 14D-9
is attached hereto as Exhibit (a)(2)(A), a copy of the Offer to
Purchase is attached as Exhibit (a)(1)(A) to this Transaction
Statement and a copy of the Merger Agreement is filed as
Exhibit 2.1 to the
Form 8-K
filed by the Company on January 29, 2008.
The cross references below are being supplied pursuant to
General Instruction F and G to
Schedule 13E-3
and show the location in the Schedule TO and
Schedule 14D-9
of the
2
information required to be included in response to the items of
Schedule 13E-3.
The information contained in the Schedule TO and
Schedule 14D-9,
including all annexes thereto, is incorporated by reference
herein, and the responses to each Item in this Transaction
Statement are qualified in their entirety by the information
contained in Schedule TO and
Schedule 14D-9
and the annexes thereto. All information contained in this
Transaction Statement concerning the Company, Parent or
Purchaser has been provided by such person and not by any other
person.
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Item 1.
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Summary
Term Sheet
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Regulation M-A
Item 1001
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET is incorporated herein by
reference.
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Item 2.
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Subject
Company Information
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Regulation M-A
Item 1002
(a)
Name and Address.
The name of the
subject company is Quadra Realty Trust, Inc., a Maryland
corporation. The address of the principal executive offices of
the subject company is 622 Third Avenue, 30th Floor, New
York, NY 10017 and the telephone number is
(212) 671-6400.
(b)
Securities.
The title of the class of
equity securities to which this Transaction Statement relates is
the Companys common stock, $0.001 par value per
share. As of February 12, 2008, there were
25,725,333 shares of the Companys common stock issued
and outstanding.
(c)
Trading market and price.
The
information set forth in the Offer to Purchase under THE
TENDER OFFER 6. Price Range of Shares of the
Companys Common Stock is incorporated herein by
reference.
(d)
Dividends.
The information set forth
in the Offer to Purchase under THE TENDER
OFFER 6. Price Range of Shares of the Companys
Common Stock and THE TENDER OFFER 10.
Dividends and Distributions is incorporated herein by
reference.
(e)
Prior public offerings.
The Company
completed the initial public offering of its common stock on
February 21, 2007. The Company sold 16,670,000 shares
of its common stock at a public offering price of $15.00 per
share, resulting in aggregate proceeds to the Company of
$232,546,500 before expenses of the offering.
(f)
Prior stock purchases.
The Company
has not repurchased any of its shares within the last
2 years.
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Item 3.
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Identity
and Background of Filing Person(s)
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Regulation M-A
Item 1003
(a)
Name and Address.
The name, business
address and business telephone number of the Company, which is
the person filing this statement, are set forth in
Item 2(a) above, which information is incorporated herein
by reference. The information set forth in CURRENT
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY in the
Information Statement of the Company attached to the
Schedule 14D-9
as Annex I (the
Schedule 14D-9
Information Statement) is incorporated by reference herein.
The information set forth in the Offer to Purchase under
THE TENDER OFFER 8. Certain Information
Concerning Parent, Purchaser, Hypo International and Hypo
Holding is incorporated herein by reference.
(b)
Business and Background of
Entities.
Not Applicable
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(c)
Business and Background of Natural
Persons.
The information set forth in
CURRENT DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY in the
Schedule 14D-9
Information Statement is incorporated by reference herein.
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Item 4.
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Terms
of the Transaction
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Regulation M-A
Item 1004
(a)
Material Terms
.
The information set forth in the Schedule 14D-9 under
Item 4 The Solicitation or
Recommendation Background of the Offer and
Merger, and Item 4 The Solicitation
or Recommendation Reasons for the Recommendation of
the Special Committee and the Quadra Board is incorporated
herein by reference.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, THE TENDER
OFFER 1. Terms of the Offer; Expiration Date,
THE TENDER OFFER 2. Acceptance for Payment and
Payment for Shares of the Companys Common Stock,
THE TENDER OFFER 3. Procedures for Tendering
Shares of the Companys Common Stock, THE
TENDER OFFER 4. Withdrawals Rights. THE
TENDER OFFER 5. Certain U.S. Federal Income Tax
Considerations, and SPECIAL FACTORS
Certain Effects of the Offer and the Merger is
incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
(c)
Different Terms.
None.
(d)
Appraisal Rights
.
The information set forth in the
Schedule 14D-9
under Item 8. Additional Information
Appraisal Rights is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, and SPECIAL
FACTORS No Dissenters Rights is
incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
(e)
Provisions for Unaffiliated Security
Holders.
Security holders will be entitled to the
Companys corporate records in the manner permitted by
applicable federal and Maryland state law; however, the Company
is making no special provision to grant unaffiliated security
holders access to its corporate files; nor is it making any
special provision to allow unaffiliated security holders to
obtain counsel or appraisal services at the expense of the
Company.
(f)
Eligibility for Listing or
Trading.
Not applicable.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements
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Regulation M-A
Item 1005
(a)
Transactions.
The information set
forth in the
Schedule 14D-9
under Item 3. Past Contacts, Transactions,
Negotiations and Agreements and Item 4. The
Solicitation or Recommendation Background of the
Offer and Merger is incorporated herein by reference. The
information set forth in CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS in the
Schedule 14D-9
Information Statement is incorporated by reference herein.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Background of the Offer and
the Merger, SPECIAL FACTORS Interests of
the Companys Directors and
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Executive Officers in the Offer and the Merger and
SPECIAL FACTORS Related Party
Transactions is incorporated herein by reference.
(b)
Significant Corporate Events.
The
information set forth in the
Schedule 14D-9
under Item 3. Past Contacts, Transactions,
Negotiations and Agreements and Item 4. The
Solicitation or Recommendation Background of the
Offer and Merger is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Background of the Offer and
the Merger is incorporated herein by reference.
(c)
Negotiations or Contacts
.
The information set forth in the
Schedule 14D-9
under Item 3. Past Contacts, Transactions,
Negotiations and Agreements and Item 4. The
Solicitation or Recommendation Background of the
Offer and Merger is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Background of the Offer and
the Merger and Special Factors Related
Party Transactions is incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
(e)
Agreements Involving the Subject Companys
Securities
.
The information set forth in the
Schedule 14D-9
under Item 3. Past Contacts, Transactions,
Negotiations and Agreements and Item 4. The
Solicitation or Recommendation Intent to
Tender is incorporated herein by reference. The
information set forth in CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, COMPENSATION OF DIRECTORS and
EXECUTIVE COMPENSATION in the
Schedule 14D-9
Information Statement is incorporated by reference herein.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET,SPECIAL FACTORS
Background of the Offer and the Merger, SPECIAL
FACTORS Purpose of and Reasons for the Offer and the
Merger; Consideration of Alternatives, SPECIAL
FACTORS Certain Effects of the Offer and the
Merger, SPECIAL FACTORS Interests of the
Companys Directors and Executive Officers in the Offer and
the Merger, SPECIAL FACTORS Related
Party Transactions, SPECIAL FACTORS
Prior Stock Purchases and Sales, and SPECIAL
FACTORS The Merger Agreement is incorporated
herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
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Item 6.
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Purpose
of the Transaction and Plans or Proposals
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Regulation M-A
Item 1006
(b)
Use of Securities Acquired
.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, SPECIAL
FACTORS Purpose of and Reasons for the Offer and the
Merger; Considerations of Alternatives, SPECIAL
FACTORS Plans for the Company After the Offer and
the Merger, SPECIAL FACTORS Certain
Effects of the Offer and the Merger, and SPECIAL
FACTORS The Merger Agreement is incorporated
herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
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(c)(1)-(8)
Plans
.
The information set forth in the
Schedule 14D-9
under Item 3. Past Contacts, Transactions,
Negotiations and Agreements and Item 4. The
Solicitation or Recommendation Background of the
Offer and Merger is incorporated herein by reference. The
information set forth in GENERAL and
PARENTS DESIGNEES in the
Schedule 14D-9
Information Statement is incorporated by reference herein.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, SPECIAL
FACTORS Background of the Offer and the
Merger, SPECIAL FACTORS Purpose of and
Reasons for the Offer and the Merger; Considerations of
Alternatives, SPECIAL FACTORS Plans for
the Company After the Offer and the Merger, SPECIAL
FACTORS Certain Effects of the Offer and the
Merger, SPECIAL FACTORS The Merger
Agreement, THE TENDER OFFER 6. Price
Range of Shares of the Companys Common Stock and
THE TENDER OFFER 10. Dividends and
Distributions is incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
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Item 7.
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Purposes,
Alternatives, Reasons and Effects
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Regulation M-A
Item 1013
(a)
Purposes.
The information set forth
in the Offer to Purchase under SPECIAL FACTORS
Background of the Offer and the Merger, SPECIAL
FACTORS Purpose of and Reasons for the Offer and the
Merger; Considerations of Alternatives, SPECIAL
FACTORS Plans for the Company After the Offer and
the Merger and SPECIAL FACTORS Certain
Effects of the Offer and the Merger is incorporated herein
by reference.
(b)
Alternatives.
The information set
forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger and Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board is incorporated
herein by reference.
(c)
Reasons.
The information set forth in
the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger and Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board is incorporated
herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Background of the Offer and
the Merger, SPECIAL FACTORS Position of
the Company Regarding the Fairness of the Offer and the
Merger, SPECIAL FACTORS Purpose of and
Reasons for the Offer and the Merger; Considerations of
Alternatives, SPECIAL FACTORS Plans for
the Company After the Offer and the Merger, and
SPECIAL FACTORS Certain Effects of the Offer
and the Merger, and SPECIAL FACTORS No
Dissenters Rights is incorporated herein by
reference.
(d)
Effects.
The information set forth in
the
Schedule 14D-9
under Item 3. Past Contacts, Transactions,
Negotiations and Agreements, Item 8. Additional
Information Regulatory Approvals,
Item 8. Additional Information Vote
Required to Approve the Merger; Short form Merger,
Item 8. Additional Information
Section 14(f) Information Statement and
Item 8. Additional Information Appraisal
Rights is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Background of the Offer and
the Merger, SPECIAL FACTORS Purpose of
and Reasons for the Offer and the Merger; Considerations of
Alternatives, SPECIAL FACTORS Plans for
the Company After the Offer and the Merger, SPECIAL
FACTORS Certain Effects of the Offer and the
Merger, SPECIAL FACTORS The Merger
Agreement, SPECIAL FACTORS No
Dissenters Rights,
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THE TENDER OFFER 5. Certain U.S. Federal
Income Tax Considerations, THE TENDER OFFER
10. Dividends and Distributions and THE
TENDER OFFER 12. Certain Legal Matters; Required
Regulatory Approvals is incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
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Item 8.
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Fairness
of the Transaction
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Regulation M-A
Item 1014
(a)
Fairness
.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger, Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, Item 8.
Additional Information Opinion of the Special
Committees Financial Advisor and Annex II of
the
Schedule 14D-9
is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Background of the Offer and
the Merger, SPECIAL FACTORS Position of
the Company Regarding the Fairness of the Offer and the
Merger, SPECIAL FACTORS Purpose of and
Reasons for the Offer and the Merger; Consideration of
Alternatives, SPECIAL FACTORS Position
of Parent, Purchaser, Hypo International and Hypo Holding as to
Fairness and SPECIAL FACTORS Interests
of the Companys Directors and Executive Officers in the
Offer and the Merger is incorporated herein by reference.
(b)
Factors Considered in Determining Fairness
.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger, Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, Item 8.
Additional Information Opinion of the Special
Committees Financial Advisor,
Item 5 Persons/Assets, Retained,
Employed, Compensated or Used and Annex II of the
Schedule 14D-9
is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Background of the Offer and
the Merger, SPECIAL FACTORS Position of
the Company Regarding the Fairness of the Offer and the
Merger, SPECIAL FACTORS Purpose of and
Reasons for the Offer and the Merger; Consideration of
Alternatives and SPECIAL FACTORS
Position of Parent, Purchaser, Hypo International and Hypo
Holding as to Fairness is incorporated herein by reference.
(c)
Approval of Security Holders.
The
transaction is structured so that the Offer will only be
consumated if 55% of the Companys stockholders (other than
Parent and its affiliates) tender their shares of the
Companys common stock in response to the offer.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, Item 8.
Additional Information Appraisal Rights,
Item 8. Additional Information Vote
Required to Approve the Merger is incorporated herein by
reference.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, SPECIAL
FACTORS Background of the Offer and the
Merger, SPECIAL FACTORS Purpose of and
Reasons for the Offer and the Merger; Consideration of
Alternatives, SPECIAL FACTORS The Merger
Agreement, SPECIAL FACTORS No
Dissenters Rights, THE TENDER
OFFER 1. Terms of the Offer; Expiration Date
and THE TENDER OFFER 11. Certain Conditions to
the Offer is incorporated herein by reference.
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The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
(d)
Unaffiliated Representative.
An
unaffiliated representative has not been retained for the
purpose of representing unaffiliated security holders in
negotiating the terms of the Offer and the Merger, or preparing
a report concerning the fairness of the transaction.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger, Item 5 Persons/Assets,
Retained, Employed, Compensated or Used.
Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, and
Item 8. Additional Information Opinion of
the Special Committees Financial Advisor is
incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Background of the Offer and
the Merger, SPECIAL FACTORS Position of
the Company Regarding the Fairness of the Offer and the
Merger, SPECIAL FACTORS Purpose of and
Reasons for the Offer and the Merger; Consideration of
Alternatives and SPECIAL FACTORS
Position of Parent, Purchaser, Hypo International and Hypo
Holding as to Fairness is incorporated herein by reference.
(e)
Approval of Directors.
The
information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger and Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board is incorporated
herein by reference.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET What Does the
Companys Board of Directors Think of the Offer?,
SPECIAL FACTORS Background of the Offer and
the Merger, SPECIAL FACTORS Position of
the Company Regarding the Fairness of the Offer and the
Merger, SPECIAL FACTORS Purpose of and
Reasons for the Offer and the Merger; Consideration of
Alternatives and SPECIAL FACTORS
Interests of the Companys Directors and Executive Officers
in the Offer and the Merger is incorporated herein by
reference.
(f)
Other Offers.
None.
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Item 9.
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Reports,
Opinions, Appraisals and Certain Negotiations
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Regulation M-A
Item 1015
(a)
Report, Opinion or Appraisal
.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger, Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, Item 4.
The Solicitation or Recommendation Reasons for the
Recommendation of the Special Committee and the Quadra
Board Opinion of the Special Committees
Financial Advisor, Item 5
Persons/Assets, Retained, Employed, Compensated or Used
and Annex II of the
Schedule 14D-9
is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Background of the Offer and
the Merger, SPECIAL FACTORS Position of
the Company Regarding the Fairness of the Offer and the
Merger, SPECIAL FACTORS Position of
Parent, Purchaser, Hypo International and Hypo Holding as to
Fairness, SPECIAL FACTORS Summary of JP
Morgan Preliminary Valuation Overview, and TENDER
OFFER 6. Price Range of Shares of the Companys
Common Stock is incorporated herein by reference.
8
(b)
Preparer and Summary of the Report, Opinion or
Appraisal
.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger, Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, Item 4.
The Solicitation or Recommendation Reasons for the
Recommendation of the Special Committee and the Quadra
Board Opinion of the Special Committees
Financial Advisor, Item 5
Persons/Assets, Retained, Employed, Compensated or Used,
Item 8. Additional Information Opinion of
the Special Committees Financial Advisor and
Annex II thereto, is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Background of the Offer and
the Merger, SPECIAL FACTORS Position of
the Company Regarding the Fairness of the Offer and the
Merger, SPECIAL FACTORS Position of
Parent, Purchaser, Hypo International and Hypo Holding as to
Fairness and SPECIAL FACTORS Summary of
JP Morgan Preliminary Valuation Overview is incorporated
herein by reference.
(c)
Availability of Documents.
The
opinion of the Financial Advisor to the Special committee of the
Board of Directors of the Company is attached as Annex II
to the
Schedule 14D-9,
and will be made available for inspection and copying at the
principal executive offices of the Company during its regular
business hours by any interested holder of shares of the
Companys common stock or representative of the interested
holder who has been so designated in writing.
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Item 10.
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Source
and Amounts of Funds or Other Consideration
|
Regulation M-A
Item 1007
(a)
Source of Funds.
The information set
forth in the Offer to Purchase under SUMMARY TERM
SHEET and THE TENDER OFFER 9. Source and
Amount of Funds is incorporated herein by reference.
(b)
Conditions.
The information set forth
in the Offer to Purchase under SUMMARY TERM SHEET
and THE TENDER OFFER 9. Source and Amount of
Funds is incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
(c)
Expenses.
The information set forth
in the
Schedule 14D-9
under Item 5. Persons/Assets Retained, Employed,
Compensated or Used is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, SPECIAL
FACTORS The Merger Agreement, THE TENDER
OFFER 13. Certain Fees and Expenses and
THE TENDER OFFER 9. Source and Amount of
Funds is incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
(d)
Borrowed Funds.
The information set
forth in the Offer to Purchase under SUMMARY TERM
SHEET and SPECIAL FACTORS The Merger
Agreement is incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
9
|
|
Item 11.
|
Interest
in Securities of the Subject Company
|
Regulation M-A
Item 1008
(a)
Securities Ownership.
The information
set forth in SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT of the
Schedule 14D-9
Information Statement and in the Offer to Purchase in
SPECIAL FACTORS Security Ownership of Certain
Beneficial Ownership and Management is incorporated by
reference herein.
(b)
Securities Transactions
. Except as set forth
below, no transactions in shares of the Companys common
stock have been effected during the 60 days prior to the
date hereof, by the Company or, to the Companys knowledge,
by any executive officer, director or affiliate of the Company:
Lawrence A. Weinbach, a director of the Company, received a
grant of 133.22 Stock Units on November 30, 2007, 3,109.46
Stock Units on January 2, 2008 and 281.86 Stock Units
on January 16, 2008, pursuant to the Companys
Independent Director Deferred Compensation Plan.
Robert H. Mundheim, a director of the Company, received a grant
of 133.22 Stock Units on November 30, 2007, 3,109.46 Stock
Units on January 2, 2008 and 281.86 Stock Units on
January 16, 2008, pursuant to the Companys
Independent Director Deferred Compensation Plan.
Thomas F. McDevitt, a director of the Company, received a grant
of 66.61 Stock Units on November 30, 2007,
1,554.73 Stock Units on January 2, 2008 and 140.93
Stock Units on January 16, 2008, pursuant to the
Companys Independent Director Deferred Compensation Plan.
Ronald M. Stuart, a director of the Company, received a grant of
106.57 Stock Units on November 30, 2007,
2,487.57 Stock Units on January 2, 2008 and
225.49 Stock Units on January 16, 2008, pursuant to
the Companys Independent Director Deferred Compensation
Plan.
Robert R. Glauber, a director of the Company, received
1,554 shares of the Companys common stock on
January 2, 2008, which represents a portion of his director
fee paid by the Company.
|
|
Item 12.
|
The
Solicitation or Recommendation
|
Regulation M-A
Item 1012
(d)
Intent to Tender or Vote in a Going-Private
Transaction.
The information set forth in the
Offer to Purchase under SUMMARY TERM SHEET
Have Any Shareholders Agreed to Tender Their Shares,
SPECIAL FACTORS Prior Stock Purchases and
Sales, and SPECIAL FACTORS Security
Ownership of Certain Beneficial Owners and Management in
incorporated herein by reference.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger and Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board Intent to
Tender is incorporated herein by reference.
(e)
Recommendations of Others.
The
information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger and Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board Intent to
Tender is incorporated herein by reference.
10
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, SPECIAL
FACTORS Prior Stock Purchases and Sales, and
SPECIAL FACTORS Background of the Offer and
the Merger is incorporated herein by reference.
|
|
Item 13.
|
Financial
Information
|
Regulation M-A
Item 1010
(a)
Financial Information
.
The audited consolidated financial statement of the Company as
of and for the fiscal year ended December 31, 2006 is
incorporated herein by reference from the Companys
Registration Statement on
Form S-11
(File Number
333-138591)
filed with the SEC on February 1, 2007.
The unaudited consolidated financial statements of the Company
for the quarterly period ended March 31, 2007 are
incorporated herein by reference from the Companys
Quarterly Report on
Form 10-Q
filed with the SEC on May 15, 2007. The unaudited
consolidated financial statements of the Company for the
quarterly period ended June 30, 2007 are incorporated
herein by reference from the Companys Quarterly Report on
Form 10-Q
filed with the SEC on August 14, 2007. The unaudited
consolidated financial statements of the Company for the
quarterly period ended September 30, 2007 are incorporated
herein by reference from the Companys Quarterly Report on
Form 10-Q
filed with the SEC on November 13, 2007.
The information set forth in the Offer to Purchase under
THE TENDER OFFER 7. Certain Information
Concerning the Company Book Value Per Share
which is incorporated herein by reference.
(b)
Pro Forma Information.
Not Applicable.
|
|
Item 14.
|
Persons/Assets,
Retained, Employed, Compensated or Used
|
Regulation M-A
Item 1009
(a)
Solicitations or Recommendations
.
The Company has not employed, retained or compensated and does
not currently intend to employ, retain or compensate any person
to make solicitations.
The information set forth in the Offer to Purchase under
THE TENDER OFFER 13. Certain Fees and
Expenses is incorporated herein by reference.
(b)
Employees and Corporate Assets
.
Employees of the Company may perform administrative tasks in
connection with the Offer, and they will be not be separately
compensated for such services.
|
|
Item 15.
|
Additional
Information
|
Regulation M-A
Item 1011
(b)
Other Material Information
.
The information set forth in the
Schedule 14D-9
under Item 8. Additional Information is
incorporated herein by reference.
The information set forth in the Offer to Purchase under
THE TENDER OFFER 12. Certain Legal Matters;
Required Regulatory Approvals and THE TENDER
OFFER 14. Miscellaneous is incorporated herein
by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
11
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
(a)(1)(A)
|
|
|
Offer to Purchase, dated February 13, 2008 (incorporated by
reference to Exhibit(a)(1)(A) to the Schedule TO).
|
|
(a)(1)(B)
|
|
|
Letter of Transmittal (incorporated by reference to
Exhibit(a)(1)(B) to the Schedule TO).
|
|
(a)(1)(C)
|
|
|
Joint press release of Quadra Realty Trust Inc. and Hypo
Real Estate Capital Corporation dated as of January 29,
2008, concerning the Offer and the Merger (incorporated by
reference from the
Schedule 14D-9C
filed by the Company with the SEC on January 29, 2008).
|
|
(a)(1)(D)
|
|
|
Guidelines for Certification of Taxpayer Identification Number
on Substitute
Form W-9
(incorporated by reference to Exhibit(a)(1)(F) of the
Schedule TO).
|
|
(a)(1)(E)
|
|
|
Notice of Guaranteed Delivery (incorporated by reference to
Exhibit(a)(1)(C) to the Schedule TO).
|
|
(a)(1)(F)
|
|
|
Letter from Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees (incorporated by
reference to Exhibit(a)(1)(D) to the Schedule TO).
|
|
(a)(1)(G)
|
|
|
Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees (incorporated by reference to
Exhibit(a)(1)(E) to the Schedule TO).
|
|
(a)(2)(A)
|
|
|
Solicitation/Recommendation Statement on
Schedule 14D-9,
filed by the Company with the SEC on February 13, 2008
(incorporated by reference).
|
|
(a)(2)(B)
|
|
|
Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and
Rule 14f-1
thereunder, incorporated by reference to Annex I to the
Schedule 14D-9
filed by the Company on February 13, 2008.
|
|
(a)(2)(C)
|
|
|
Letter to Stockholders of the Company, dated February 13,
2008 from Robert H. Mundheim, Chairman of the Board of Directors
of the Company (incorporated by reference to Annex III of
the Schedule 14D-9 filed by the Company on
February 13, 2008).
|
|
(c)(1)
|
|
|
Opinion of The Blackstone Group, financial advisor to the
special committee of the board of directors of the Company,
dated January 27, 2008 (incorporated by reference to
Annex II of the
Schedule 14D-9).
|
|
(d)(1)
|
|
|
Agreement and Plan of Merger, dated January 28, 2008, by
and among Quadra Realty Trust, Inc., Hypo Real Estate Capital
Corporation and HRECC Sub Inc. (incorporated by reference to
Exhibit 2.1 to the
Form 8-K
filed by Quadra Realty Trust, Inc with the SEC on
January 29, 2008).
|
|
(d)(2)
|
|
|
Form of Management Agreement between Quadra Realty Trust, Inc.
and Hypo Capital Real Estate Capital Corporation (incorporated
by reference to Exhibit 10.2 to Amendment No. 2 to the
Registration Statement on
Form S-11
(Registration
No. 333-138591)
filed by Quadra Realty Trust, Inc. with the SEC on
February 1, 2007).
|
|
(d)(3)
|
|
|
Form of Restricted Stock Award Agreement under Quadra Realty
Trust, Inc. Manager Equity Plan between Quadra Realty Trust,
Inc. and Hypo Real Estate Capital Corporation (incorporated by
reference to Exhibit 10.9 to Amendment No. 2 to the
Registration Statement on
Form S-11
(Registration
No. 333-138591)
filed by Quadra Realty Trust, Inc. with the SEC on
February 1, 2007).
|
|
(d)(4)
|
|
|
Form of Registration Rights Agreement between Quadra Realty
Trust, Inc. and Hypo Real Estate Capital Corporation
(incorporated by reference to Exhibit 10.1 to Amendment
No. 2 to the Registration Statement on
Form S-11
(Registration
No. 333-138591)
filed by Quadra Realty Trust, Inc. with the SEC on
February 1, 2007).
|
|
(d)(5)
|
|
|
Form of Contribution Agreement between Quadra Realty Trust, Inc.
and Hypo Real Estate Capital Corporation (incorporated by
reference to Exhibit 10.3 to Amendment No. 2 to the
Registration Statement on
Form S-11
(Registration
No. 333-138591)
filed by Quadra Realty Trust, Inc. with the SEC on
February 1, 2007).
|
12
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
(d)(6)
|
|
|
Confidentiality Agreement, between Hypo Real Estate Holding AG
and the Company, dated November 16, 2007 (incorporated by
reference to Exhibit(e)(5) to the
Schedule 14D-9
filed by the Company on February 13, 2008).
|
|
(g)
|
|
|
None.
|
|
(x)
|
|
|
Resolution authorizing the Chairman of the Board to sign.
|
13
SIGNATURES
After due inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated February 13, 2008
QUADRA REALTY TRUST, INC.
|
|
|
|
By:
|
/s/
Robert
H. Mundheim
|
Name: Robert H. Mundheim
|
|
|
|
Title:
|
Chairman of the Board of Directors
|
14
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