MELVILLE, N.Y.--(BUSINESS WIRE)--Sept. 10, 2003--Reckson
Associates Realty Corp. (NYSE: RA):
Company to Focus on Class A Office Properties with
Streamlined Management, Reduced G&A Costs and
Reconstituted Board Comprised of 75% Independent Directors
Reckson Associates Realty Corp. (NYSE: RA) today announced that it
is taking the next step in its evolution with a strategic plan to
focus on Class A office properties, reduce costs and significantly
improve its corporate governance. The Company will sell its Long
Island industrial portfolio to the Rechler family for approximately
$315.5 million in cash and other consideration. Upon completion of the
strategic plan, Reckson will be an owner and manager of primarily
Class A office real estate in the New York Tri-State area with a
significant presence in Manhattan and each of the New York Tri-State
area suburban markets. The Company will have substantially reduced
overhead and a reconstituted Board of Directors and management team,
to be led by current Co-Chief Executive Officer Scott Rechler.
Under the terms of the transaction, Reckson is disposing of its 95
property, 5.9 million square foot, Long Island industrial portfolio
for approximately $225.1 million in cash and debt assumption and
approximately $90.4 million in Reckson Operating Partnership Units. In
connection with the transaction it is anticipated that approximately
$164 million of the Company's unsecured revolving credit facility will
be repaid and $50 million of the Company's 8.85% Series B preferred
stock will be redeemed.
Commenting on the transaction, Donald Rechler, the Company's
current Chairman and one of its co-founders, stated, "This transaction
represents a natural next step in the Company's 45-year history. Since
becoming a public company in 1995, we have successfully grown the
portfolio fourfold and transformed a Long Island based family
partnership into a $3.1 billion New York Stock Exchange listed company
establishing the only Class A office portfolio with a significant
presence in New York City and each of the surrounding suburban
markets. I am extremely proud of what we have accomplished to date and
believe that this next step will enable the Company to achieve a
higher level of success."
In conjunction with this transaction, Reckson announces its
commitment to become a leader in corporate governance by:
-- Reconstituting its Board to consist of six independent
directors and two inside directors
-- Proposing to de-stagger its Board of Directors at its next
Annual Shareholders Meeting
-- Eliminating Operating Partnership Units conflict - no
divergent tax basis of insiders
-- Opting out of State Anti-Takeover Provisions
-- Authorizing modification of the ownership limit relating to
"five or fewer rule"
-- Establishing an independent Lead Director and Chairman of the
Nominating/Governance Committee
-- Maintaining Audit, Compensation and Nominating/Governance
Committees made up solely of independent directors
As a result of the transaction, Reckson's Board will consist of
Donald Rechler, who will become non-executive Chairman, Scott Rechler,
who will serve as Chief Executive Officer and President, and six
independent directors. Additionally, the Company will restructure its
current management team with the resignations of Donald Rechler,
Co-Chief Executive Officer, Roger Rechler, Executive Vice President of
Development, Gregg Rechler, Co-President and Chief Operating Officer,
and Mitchell Rechler, Co-President and Chief Administrative Officer.
As part of this transaction and in settlement of their employment
agreements, these executives will receive accelerated vesting of
certain equity based awards and an assignment of certain loans to the
Company. Additionally, these exiting executives have agreed to provide
two-year commitments to assist the Company in this transition.
The Company intends to promote from within its talented management
pool to fill the management vacancies resulting from this transaction
and announces the appointment of Michael Maturo to serve as Chairman
of the newly created Investment Committee, in addition to his current
role as Chief Financial Officer and Executive Vice President;
Salvatore Campofranco, currently Managing Director of the Company's
Westchester/Connecticut Division, as Chief Operating Officer and
Executive Vice President; F.D. Rich III, currently Chief Information
Officer, as Chief Administrative Officer and Executive Vice President;
and Philip Waterman III ("Tod") as Chief Development Officer and
Executive Vice President, in addition to continuing his role as
Managing Director of the Company's New York City Division.
Michael Maturo, Reckson's Chief Financial Officer, commented, "The
immediate financial impact of this transaction will be to
substantially reduce the Company's debt. Over time, the restructuring
will better position the Company to further strengthen its balance
sheet and provide greater financial flexibility to fund future growth
opportunities. In addition, as a result of the reduction in G&A
associated with the disposition of the Long Island industrial
portfolio, the management restructuring and certain other savings, the
Company expects to realize a reduction in its annual corporate G&A and
other overhead costs of approximately $9.5 million."
Commenting on this transaction, Scott Rechler, Reckson's Co-Chief
Executive Officer, stated, "I am personally excited to lead Reckson
into this next phase of its development and am confident we are taking
the right steps to best position the Company for the future. This
transaction will allow Reckson to focus on building the premier office
company in the New York Tri-State area and better align the Company
with its shareholders by maintaining the highest corporate governance
standards." Mr. Rechler further commented, "We are fortunate to have
built a talented team that is capable of filling the key roles in the
restructured management of the Company."
As a sign of confidence in the future of the Company, Scott
Rechler has committed to purchasing $2.5 million of the Reckson's
Class A common stock in the open market.
The Company will provide additional commentary on the impact of
this transaction to its earnings during its conference call on
September 11, 2003.
The transaction, which is subject to customary closing conditions,
is expected to close in the fourth quarter 2003. Reckson's independent
directors were advised on the transaction by Citigroup and Wachtell,
Lipton, Rosen & Katz, LLP and the Rechler family was advised on the
transaction by Fried, Frank, Harris, Shriver, & Jacobson.
Reckson Associates Realty Corp. is a self-administered and
self-managed real estate investment trust (REIT) specializing in the
acquisition, leasing, financing, management and development of office
and industrial properties.
Reckson's core growth strategy is focused on the markets
surrounding and including New York City. The Company is one of the
largest publicly traded owners, managers and developers of Class A
office and industrial properties in the New York Tri-State area, with
182 properties comprised of approximately 20.7 million square feet
either owned or controlled. For additional information on Reckson
Associates Realty Corp., please visit the Company's web site at
www.reckson.com.
Conference Call and Webcast
The Company will host a conference call on Thursday, September 11,
2003 at 10:45 a.m. EST outlining this strategic plan. The conference
call may be accessed by dialing (800) 230-1096 (internationally (612)
332-0226). No passcode is required. The live conference call will also
be webcast in a listen-only mode on the Company's web site at
www.reckson.com, in the Investor Relations section.
A replay of the conference call will be available telephonically
from September 11, 2003 at 4:00 p.m. EST through September 19, 2003 at
11:59 p.m. EST. The telephone number for the replay is (800) 475-6701,
passcode 698244. A replay of the webcast of the conference call will
also be available via the Company's web site.
A Slide Show Presentation will be made available prior to the
Company's conference call on the Company's web site at www.reckson.com
in the Investor Relations section, by e-mail to those on the Company's
distribution list, as well as by mail or fax upon request. To be added
to the Company's e-mail distribution list or to receive a copy of the
slide show by mail or fax, please contact Susan McGuire, Investor
Relations, Reckson Associates Realty Corp., 225 Broadhollow Road,
Melville, New York 11747-4883, investorrelations@reckson.com or
telephone number (631) 622-6746.
Certain matters discussed herein, including guidance concerning
the Company's future performance, are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995. Although the Company believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions,
forward-looking statements are not guarantees of results and no
assurance can be given that the expected results will be delivered.
Such forward-looking statements are subject to certain risks, trends
and uncertainties that could cause actual results to differ materially
from those expected. Among those risks, trends and uncertainties are
the general economic climate, including the conditions affecting
industries in which our principal tenants compete; financial condition
of our tenants; changes in the supply of and demand for office and
industrial/R&D properties in the New York Tri-State area; changes in
interest rate levels; downturns in rental rate levels in our markets
and our ability to lease or re-lease space in a timely manner at
current or anticipated rental rate levels; the availability of
financing to us or our tenants; changes in operating costs, including
utility, security and insurance costs; repayment of debt owed to the
Company by third parties (including FrontLine Capital Group); risks
associated with joint ventures; liability for uninsured losses or
environmental matters; and other risks associated with the development
and acquisition of properties, including risks that development may
not be completed on schedule, that the tenants will not take occupancy
or pay rent, or that development or operating costs may be greater
than anticipated. For further information on factors that could impact
Reckson, reference is made to Reckson's filings with the Securities
and Exchange Commission. Reckson undertakes no responsibility to
update or supplement information contained in this press release.
CONTACT: Reckson Associates Realty Corp., Melville
Scott Rechler, Co-CEO
Michael Maturo, CFO
631-694-6900
Fax: 631-622-6790
SOURCE: Reckson Associates Realty Corp.