NEW YORK--(BUSINESS WIRE)--Aug. 3, 2006--SL Green Realty Corp. (NYSE: SLG) and
Reckson Associates Realty Corp. (NYSE: RA) announced today that they have entered
into a definitive agreement pursuant to which SL Green will acquire Reckson for
approximately $6.0 billion including the assumption of Reckson's outstanding debt
totaling approximately $2.0 billion.
The transaction has been approved by both companies' boards of directors and
is expected to close in January 2007. It is subject to customary closing conditions,
including approval by Reckson's stockholders.
Under the terms of the agreement, SL Green will acquire all of Reckson's common
stock and operating partnership units for $31.68 in cash and a fixed exchange
ratio of 0.10387 shares of SL Green common stock per Reckson common share and
operating partnership unit. Based on SL Green's closing stock price of $112.00
per share as of August 2, 2006, the transaction consideration represents $43.31
per Reckson common share and operating partnership unit. Completion of the transaction
is not subject to receipt of financing by SL Green and does not require approval
by SL Green stockholders. Upon closing, Reckson stockholders will own approximately
15.2% of SL Green.
SL Green also announced that it entered into related agreements whereby certain
assets of Reckson will be sold to an investment group led by existing Reckson
executive management and Marathon Asset Management for a total consideration
of $2.1 billion. The investor group will acquire all of Reckson's Long Island
real estate assets, Reckson's thirteen property Eastridge portfolio in New York's
Westchester County, Reckson's twenty office properties and three development
parcels located in New Jersey, all of Reckson's interests in its Australian
listed property trust, including the responsible entity, Reckson's RSVP venture
and an interest in certain structured finance instruments. The sale is expected
to close simultaneously with the closing of the acquisition of Reckson by SL
Green. It has been approved by a committee of independent directors of Reckson.
Pending the closing of the transaction, Reckson expects to continue to pay
customary quarterly dividends at an annualized rate of $1.6984 per share, prorated
through the actual closing date.
After the completion of the sale transaction with the investor group, SL Green
will own office buildings consisting of 28.1 million square feet, of which 23.0
million square feet will be in Manhattan. This transaction extends SL Green's
standing as the largest public owner and operator of office properties in New
York City.
"These transactions will extend SL Green's existing industry leadership
position in New York City," said Marc Holliday, Chief Executive Officer
of SL Green. "With the addition of over four million square feet in five
premiere Manhattan office buildings, we will enhance the overall quality of
our portfolio at valuations that are substantially below replacement cost. We
also are pleased to acquire high quality properties in Connecticut and Westchester
County locations that we feel will be likely to benefit from escalating New
York City rents and occupancy trends."
Scott Rechler, Chairman and Chief Executive Officer of Reckson stated "After
eleven exciting years in the public arena, we have decided to recognize the
significant value we have created in our portfolio and combine with SL Green
to create the premiere office REIT in the metropolitan NY area."
Goldman Sachs and Greenhill & Co. served as financial advisors to the independent
directors of Reckson and rendered fairness opinions in the transaction. Wachtell
Lipton Rosen and Katz served as legal counsel to the independent directors of
Reckson. Citigroup served as a financial advisor to Reckson. Merrill Lynch acted
as exclusive financial advisor to SL Green and Clifford Chance US LLP served
as legal counsel to SL Green.
Conference Call
SL Green will conduct a conference call to discuss the transaction today at
12:00 PM Eastern (New York) time. If you would like to participate in the teleconference,
please dial 866-713-8563 (domestic) or 617-597-5311 (international) and enter
the passcode "32236188." If you are unable to participate in the call,
a "playback" will be available until August 17, 2006 at 11:59 PM Eastern
time by dialing 888-286-8010 (domestic) or 617-801-6888 (international) and
entering the passcode "74272574." An online simulcast of the call
and an investor presentation for the transaction will be available on the SL
Green website at http://www.slgreen.com.
Company Profile
SL Green Realty Corp. is a self-administered and self-managed real estate investment
trust, or REIT, that predominantly acquires, owns, repositions and manages a
portfolio of Manhattan office properties. As of June 30, 2006, SL Green owned
29 office properties totaling 18.6 million square feet. SL Green's retail space
ownership totals 439,306 square feet at five properties.
To be added to SL Green distribution list or to obtain the latest news releases
and other SL Green information, please visit our website at www.slgreen.com
or contact Investor Relations at 212-216-1601.
About Reckson
Reckson is a self-administered and self-managed real REIT specializing in the
acquisition, leasing, financing, management and development of Class A office
properties. Reckson's core growth strategy is focused on properties located
in New York City and the surrounding Tri-State area markets. Reckson is one
of the largest publicly traded owners, managers and developers of Class A office
properties in the New York Tri-State area, and wholly owns, has substantial
interests in, or has under contract, a total of 101 properties comprised of
approximately 20.2 million square feet.
Forward-Looking Statements
This press release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements other than statements of historical
facts included in this press release are forward-looking statements. All forward-looking
statements speak only as of the date of this press release. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance, achievements or transactions
of SL Green, Reckson and their affiliates or industry results or the benefits
of the proposed transaction to be materially different from any future results,
performance, achievements or transactions expressed or implied by such forward-looking
statements. Such risks, uncertainties and other factors relate to, among others,
approval of the transaction by the stockholders of Reckson, the satisfaction
of closing conditions to the transaction, difficulties encountered in integrating
the companies and the effects of general and local economic and real estate
conditions. Additional information or factors which could impact the companies
and the forward-looking statements contained herein are included in each company's
filings with the Securities and Exchange Commission. The companies assume no
obligation to update or supplement forward-looking statements that become untrue
because of subsequent events.
Additional Information and Where to Find It
This press release does not constitute an offer of any securities for sale.
In connection with the proposed transaction, SL Green and Reckson expect to
file a proxy statement/prospectus as part of a registration statement regarding
the proposed transaction with the Securities and Exchange Commission. Investors
and security holders are urged to read the proxy statement/prospectus because
it will contain important information about SL Green and Reckson and the proposed
transaction. Investors and security holders may obtain a free copy of the definitive
proxy statement/prospectus and other documents when filed by SL Green and Reckson
with the SEC at the SEC's website at www.sec.gov. The definitive proxy statement/prospectus
and other relevant documents may also be obtained free of charge from SL Green
or Reckson by directing such request to: SL Green 420 Lexington Avenue, New
York, NY 10170, Attention: Investor Relations, or Reckson 225 Broadhollow Road,
Melville, NY 11747, Attention: Investor Relations. Investors and security holders
are urged to read the proxy statement, prospectus and other relevant material
when they become available before making any voting or investment decisions
with respect to the merger.
SL Green and Reckson and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the stockholders
of Reckson in connection with the merger. Information about SL Green and its
directors and executive officers, and their ownership of SL Green securities,
is set forth in the proxy statement for the 2006 Annual Meeting of Stockholders
of SL Green, which was filed with the SEC on April 17, 2006. Information about
Reckson and its directors and executive officers, and their ownership of Reckson
securities, is set forth in the proxy statement for the 2006 Annual Meeting
of Stockholders of Reckson, which was filed with the SEC on April 10, 2006.
Additional information regarding the interests of those persons may be obtained
by reading the proxy statement/prospectus when it becomes available.
CONTACT: SL Green Realty Corp.
Gregory F. Hughes, 212-594-2700
Chief Financial Officer
SOURCE: SL Green Realty Corp.