Quadra Realty Trust, Inc. - Amended tender offer statement by Third Party (SC TO-T/A)
12 März 2008 - 11:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO-T/A
Amendment No. 3
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
Quadra Realty Trust, Inc.
(Name of Subject Company(Issuer))
HRECC Sub Inc.
Hypo Real Estate Capital Corporation
Hypo Real Estate Bank International AG
Hypo Real Estate Holding AG
(Name of Filing Persons(Offeror))
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
746945104
(CUSIP Number of Class of Securities)
Thomas Glynn
Hypo Real Estate Capital Corporation
622 Third Avenue
New York, NY 10017
(212) 671-6300
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
with a copy to:
Larry Medvinsky, Esq.
Karl Roessner, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, NY 10019
(212) 878-8000
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$178,879,309
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$
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7,030
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*
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Calculated solely for purposes of determining the filing fee. The calculation assumes the
purchase of 16,795,233 shares of common stock, par value $0.001 per share of Quadra Realty
Trust, Inc. that are not already owned by Hypo Real Estate Capital Corporation, at
$10.6506 per share.
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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 valuation by 0.00003930.
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þ
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Check the box if any part of the fee is offset as provided by 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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Filing Parties:
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HRECC Sub Inc., Hypo Real Estate Capital Corporation, Hypo Real Estate Bank
International AG and Hypo Real Estate Holding AG
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Form or registration No.:
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Schedule TO-T
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Date Filed:
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February 13, 2008
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Note:
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o
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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o
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
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TABLE OF CONTENTS
This
Amendment No. 3 (this Amendment No. 3) amends and supplements the Tender
Offer Statement and Rule 13e-3 Transaction Statement filed under the cover of Schedule TO with the
Securities and Exchange Commission on February 13, 2008, as
previously amended, (as amended, the Schedule TO), by HRECC Sub Inc. (Purchaser), Hypo Real
Estate Capital Corporation (Parent), Hypo Real Estate Bank International AG (Hypo
International) and Hypo Real Estate Holding AG (Hypo Holding). The Schedule TO relates to the
offer by Purchaser to purchase any and all of the issued and outstanding shares of common stock,
par value $0.001 per share (the Shares), of Quadra Realty Trust, Inc. (Quadra or the
Company), not already owned by Parent and its affiliates, at a price of $10.6506 per share in
cash (without interest and less applicable withholding taxes), less the amount of any dividends
declared and paid (other than the $0.3494 dividend to be paid by the Company pursuant to the terms
of the Agreement and Plan of Merger dated as of January 28, 2008, by and among Parent, Purchaser
and Quadra) with respect to the Shares on or between the date of the Offer and the Acceptance Date
(as defined in The Tender Offer Section 1. Terms of the Offer; Expiration Date in the Offer to
Purchase), upon the terms and subject to the conditions set forth in the offer to purchase dated
February 13, 2008 (the Offer to Purchase) and in the related letter of transmittal (the Letter
of Transmittal) (which Letter of Transmittal, together with the Offer to Purchase, each as amended
or supplemented from time to time, constitute the Offer). Items not amended remain unchanged, and
capitalized terms used herein and not otherwise defined have the respective meanings ascribed
thereto in the Offer to Purchase.
As permitted by General Instruction F to Schedule TO, the information set forth in the
Schedule TO, as amended by this Amendment No. 3, including all appendices, schedules, exhibits and
annexes hereto and thereto, is hereby expressly incorporated by reference herein in response to
Items 1 through 13 of the Schedule TO. You should read this
Amendment No. 3 to Schedule TO together
with the Schedule TO filed on February 13, 2008, as
previously amended.
Item 13.
Information Required by Schedule 13E-3.
Item 8. Fairness of the Transaction.
The following paragraph is hereby added as the fifth paragraph under the section of the Offer
to Purchase captioned Special Factors Position of Parent, Purchaser, Hypo International and
Hypo Holding as to Fairness:
Parent, Purchaser, Hypo International and Hypo Holding did not consider the
liquidation value of the Company because any alternative transaction involving the
liquidation and/or sale of the Companys existing assets carries a high risk of not
producing cash quickly enough to allow the Company to meet its obligation to
repurchase loans from Wachovia on the stated repurchase dates pursuant to the
Wachovia Facility. In addition, liquidity projections for 2008 created the risk that
the Companys 2007 audited financial statements would carry a going-concern
qualification, which would be an event of default under the Wachovia Facility.
Accordingly, any amount determined to be the liquidation value of the Company would
not be meaningful due to the high likelihood that any such liquidation would not be
capable of being completed.
The first, second and fifth bullets under the third paragraph of the section of the Offer to
Purchase captioned Position of Parent, Purchaser, Hypo International and Hypo Holding as to
Fairness beginning on page 25 of the Offer to Purchase are hereby amended and restated as follows:
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the factors considered by, and the findings of, the special committee of
independent directors of the Company and the Companys board of directors with
respect to the substantive fairness of the Offer and the Merger to such
unaffiliated stockholders as set forth in the Companys Schedule 14D-9 under
Item 4. The Solicitation or Recommendation Reasons for the Recommendation
of the Special Committee and the Quadra Board, and the discussion set forth
in the Schedule 14D-9 under Item 8. Additional Information Opinion of the
Special Committees Financial Advisor, which sections are incorporated herein
by reference and which findings and related analyses, as set forth in the
Schedule 14D-9, Parent, Purchaser, Hypo International and Hypo Holding
expressly adopt;
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1
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the factors considered by, and the findings of, the special committee
of independent directors of the Company and the Companys board of directors
with respect to the procedural fairness of the Offer and the Merger to such
unaffiliated stockholders as set forth in the Schedule 14D-9, including the
approval of the Offer and the Merger by the special committee of independent
directors, as described in the Schedule 14D-9 under Item 4. The Solicitation
or Recommendation Reasons for the Recommendation of the Special Committee
and the Quadra Board, which section is incorporated herein by reference and
which findings and related analyses, as set forth in the Schedule 14D-9,
Parent, Purchaser, Hypo International and Hypo Holding expressly adopt;
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the fact that the Companys special committee of independent directors
received an opinion from its financial advisor that, based upon and subject to
the assumptions, qualifications and limitations set forth in such opinion, the
aggregate Offer price and the Merger consideration of $11.00 per share,
inclusive of the $10.6506 per share in cash and the dividend of $0.3494 per
share to be paid by the Company are fair, from a financial point of view, to
the holders of the Companys common stock (other than Parent and its
affiliates) (as discussed under Item 8. Additional Information Opinion of
the Special Committees Financial Advisor in the Schedule 14D-9);
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Dated
March 12, 2008
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HRECC SUB INC.
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By:
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/s/ Thomas Glynn
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Name:
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Thomas Glynn
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Title:
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President
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HYPO REAL ESTATE CAPITAL CORPORATION
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By:
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/s/ Thomas Glynn
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Name:
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Thomas Glynn
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Title:
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Authorized Signatory
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HYPO REAL ESTATE BANK INTERNATIONAL AG
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By:
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/s/ Frank Lamby
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Name:
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Frank Lamby
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Title:
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Member of the Management Board
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By:
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/s/ Frank Hellwig
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Name:
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Frank Hellwig
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Title:
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Member of the Management Board
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HYPO REAL ESTATE HOLDING AG
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By:
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/s/ Thomas Glynn
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Name:
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Thomas Glynn
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Title:
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Member of the Management Board
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By:
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/s/ Dr. Markus Fell
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Name:
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Dr. Markus Fell
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Title:
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Chief Financial Officer;
Member of the Management Board
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EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated February 13, 2008.*
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(a)(1)(B)
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Letter of Transmittal.*
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(a)(1)(C)
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Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
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(a)(1)(E)
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
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(a)(1)(F)
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Guidelines for Certification of Taxpayer Identification Number on Substitute
IRS Form W-9.*
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(a)(2)(A)
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Letter from the Chairman of the Special Committee of Independent Directors of
Quadra to the stockholders of Quadra enclosing the Solicitation /Recommendation
Statement on Schedule 14D-9 filed by Quadra on February 13, 2008
(incorporated by reference to Annex III to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by Quadra with the SEC on February 13, 2008
in connection with the Offer).*
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(a)(2)(B)
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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
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Quadra with
the SEC on February 13, 2008 in connection with the Offer).*
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(a)(2)(C)
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Item 3. Past Contracts, Transactions, Negotiation and Agreements Interests
of Certain Persons of the Solicitation/Recommendation Statement on Schedule
14D-9 filed by Quadra on February 13, 2008 (incorporated by reference to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Quadra with
the SEC on February 13, 2008 in connection with the Offer).*
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(a)(2)(D)
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Item 4. The Solicitation or Recommendation Reasons for the Recommendation
of the Special Committee and the Quadra Board of the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Quadra on
February 13, 2008 (incorporated by reference to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by Quadra with the SEC on February 13, 2008
in connection with the Offer).*
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(a)(2)(E)
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Item 8. Additional Information Opinion of the Special Committees Financial
Advisor of the Solicitation/Recommendation Statement on Schedule 14D-9 filed
by Quadra on February 13, 2008 (incorporated by reference to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Quadra with
the SEC on February 13, 2008 in connection with the Offer).*
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(a)(2)(F)
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The information contained in Annex I to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by Quadra on February 13, 2008 under the
heading Security Ownership of Certain Beneficial Owners and Management
(incorporated by reference to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by Quadra with the SEC on February 13, 2008 in connection
with the Offer).*
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(a)(3)
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None.
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(a)(4)
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None.
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(a)(5)(A)
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Joint press release of Quadra and Parent dated as of January 29, 2008,
concerning the Offer and the Merger (incorporated by reference to the Schedule
TO-C filed by Parent with the SEC on January 29, 2008).*
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(a)(5)(B)
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Press Release announcing the completion of the Offer, dated March 13, 2008.*
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(c)(1)
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Fairness opinion of The Blackstone Group, financial advisor to the special
committee of independent directors of Quadra dated January 27, 2008
(incorporated by reference to Annex II to the Solicitation / Recommendation
Statement on Schedule 14D-9 filed by Quadra with the SEC on February 13, 2008
in connection with the Offer).*
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Exhibit No.
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Description
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(c)(2)
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Preliminary Valuation Overview of J.P. Morgan Securities Inc. to the Management
Board of Hypo Holding, dated December 11, 2007.*
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(c)(3)
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Valuation Range Update to the Preliminary Valuation Overview of J.P. Morgan
Securities Inc. referred to in Exhibit (c)(2), dated January 20, 2008.*
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(c)(4)
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Discussion Materials of J.P. Morgan Securities Inc., dated October 2, 2007.*
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(d)(1)
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Agreement and Plan of Merger, dated January 28, 2008, by and among Quadra,
Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Form 8-K
filed by Quadra with the SEC on January 29, 2008).*
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(d)(2)
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Form of Registration Rights Agreement between Quadra and Parent (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 with the SEC on
February 1, 2007).*
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(d)(3)
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Form of Management Agreement between Quadra and Parent (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 with the SEC on
February 1, 2007).*
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(d)(4)
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Form of Restricted Stock Award Agreement under the Quadra Realty Trust, Inc.
Manager Equity Plan between Quadra and Parent (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 with the SEC on February 1,
2007).*
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(d)(5)
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Confidentiality Agreement, dated November 16, 2007, by and between Quadra and
Hypo Holding. (incorporated by reference to Exhibit(e)(5) to the
Solicitation/Recommendation on Schedule 14D-9 filed by Quadra with the SEC on
February 13, 2008).*
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(d)(6)
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Form of Contribution Agreement between Quadra and Parent (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 with the SEC on
February 1, 2007).*
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(g)
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None.
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(h)
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Form of opinion of Bass, Berry & Sims, PLC regarding the REIT status of Quadra.*
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