Quadra Realty Trust Announces Forbearance Agreement with Wachovia
28 Februar 2008 - 2:33PM
PR Newswire (US)
Termination of Go-Shop Period Under Merger Agreement with no
Competing Offers NEW YORK, Feb. 28 /PRNewswire-FirstCall/ -- Quadra
Realty Trust, Inc. (NYSE:QRR) announced today that it has entered
into a Forbearance Agreement with Wachovia Bank, National
Association ("Wachovia") pursuant to which Wachovia has agreed
currently to take no action with respect to Quadra's default under
its Master Repurchase Agreement (the "Repurchase Agreement") and
ISDA Master Agreement and underlying interest rate swap agreements
(the "Swap Agreements") with Wachovia. Quadra previously announced
that its execution of the Agreement and Plan of Merger dated
January 28, 2008 (the "Merger Agreement") between Quadra, HRECC Sub
Inc. ("Merger Sub") and Hypo Real Estate Capital Corporation
("HRECC") constituted an event of default under the Repurchase
Agreement and the Swap Agreements. The Forbearance Agreement is
effective as of February 14, 2008, the date on which Wachovia
provided Quadra with notice of default under the Repurchase
Agreement and the Swap Agreements. The Forbearance Agreement
terminates upon the earliest to occur of: (1) April 14, 2008, (2)
Quadra entering into a merger or other change-of-control agreement
with a party other than HRECC or its affiliates, (3) termination of
the Merger Agreement or failure of the tender offer by Merger Sub
pursuant to the Merger Agreement, or (4) any breach or further
default under the Repurchase Agreement and the Swap Agreements or
breach of the Forbearance Agreement. Upon the occurrence of any of
the termination events described above, Quadra will be obligated to
repay to Wachovia all amounts owed under the Repurchase Agreement,
including approximately $360 million of amounts advanced by
Wachovia to Quadra, as well as pay any amounts owed to Wachovia
under the Swap Agreements with a total notional balance of
approximately $54 million. At the time of termination of the
Forbearance Agreement, Wachovia will have no further obligations to
Quadra and its subsidiaries, including the funding of additional
advances. Wachovia has agreed to waive any default interest that
accrued prior to the date of the Forbearance Agreement under the
Repurchase Agreement and the Swap Agreements as a result of the
existing events of default. Quadra also announced today that the
"go-shop" period under the Merger Agreement has expired and that no
competing offers to acquire Quadra have been received. Under the
go-shop provision in the Merger Agreement, Quadra was permitted to
solicit competing offers for a period of 30 days following the date
of the Agreement. With the expiration of the go-shop period, Quadra
is no longer permitted to solicit or otherwise encourage offers to
acquire Quadra. On February 13, 2008, Merger Sub and HRECC
commenced a tender offer, which is still pending, to purchase all
shares of Quadra's common stock not already owned by HRECC. The
tender offer expires at 12:00 midnight, New York City time, on
March 12, 2008, unless extended by Merger Sub. About Quadra Realty
Trust, Inc. Quadra Realty Trust, Inc. is a commercial real estate
finance company headquartered in New York, and 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 externally managed by
HRECC. A substantial portion of the loans in Quadra's portfolio was
syndicated by HRECC and HRECC continues to maintain a significant
interest in these assets on its balance sheet. Quadra's portfolio
is comprised of participations in 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/. Forward Looking
Information 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 or the Forbearance Agreement,
(2) the lack of financing in the event the Merger Agreement and/or
Forbearance Agreement are terminated, (3) the outcome of any legal
proceedings that may be instituted against us or others following
in connection with the Merger Agreement, (4) the inability of HRECC
or Merger Sub 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, (5) risks that the proposed
transaction disrupts current plans and operations as a result of
the tender offer and the merger, (6) the inability to recognize the
benefits of the merger, and (7) 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.
Additional Information and Where to Find it This press release is
provided for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell any shares of
Quadra common stock. The solicitation and the offer to purchase
shares of Quadra common stock are being made pursuant to the tender
offer statement on Schedule TO (including an offer to purchase, a
letter of transmittal and related materials) that Merger Sub filed
with the SEC on February 13, 2008. Also on February 13, 2008 Quadra
filed with the SEC a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer. Investors and
Quadra stockholders are urged to read both the tender offer
statement (and related materials), as it may be amended from time
to time, and the solicitation/recommendation statement, as it may
be amended from time to time, because they contain important
information. Quadra stockholders may obtain a free copy of these
statements and other documents filed by Merger Sub, Quadra and
their affiliates with the SEC at the website maintained by the SEC
at http://www.sec.gov/. In addition, the tender offer statement and
related materials may be obtained for free by calling Georgeson
Inc., the information agent for the offer, toll-free at +1 (866)
873-6981 (for stockholders) or collect at +1 (212) 440-9800 (for
banks and brokers). The solicitation/recommendation statement and
related materials may be obtained for free by directing such
requests to Quadra (Investor Relations) at +1 (866) QUADRA4, .
DATASOURCE: Quadra Realty Trust, Inc. CONTACT: Evan Smith,
1-866-QUADRA4, Web site: http://www.quadrarealty.com/
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