SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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|_| Preliminary Proxy Statement
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|X| Soliciting Material Under Rule 14a-12
RECKSON ASSOCIATES REALTY CORP.
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(Name of Registrant as Specified In Its Charter)
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Contact:
Gregory F. Hughes
Chief Financial Officer
(212) 594-2700
SL Green Realty Corp. To Acquire Reckson Associates Realty Corp.
August 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 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 fourteen property Eastridge portfolio in New York's
Westchester County, 711 Westchester Avenue in White Plains, NY, 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, an interest in Reckson's RSVP investment 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 28.0 million square feet, of which 24.5
million square feet will be in New York City. This transaction extends SL
Green's standing as the largest public owner and operator of office properties
in New York City.
Marc Holliday, the CEO of SL Green commented, "The acquisition of Reckson
Associates provides SL Green with a huge step forward as one of the nation's
largest office REITs as we seek to continue being the sector's outstanding
performer. The portfolio we have acquired is a perfect fit for us - in one
transaction we have added five outstanding buildings totaling over four million
square feet in our core market of Manhattan, obtained key properties
strategically located in the neighboring submarkets of Westchester and southern
Connecticut, and expanded our highly-profitable investment platform. We were
pleased to be able to work successfully with Reckson's leadership on this and we
welcome Reckson's shareholders to the SL Green investor base."
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 New York area."
Goldman Sachs and Greenhill & Co. served as financial advisors to the
independent directors of Reckson and Citigroup served as a financial advisor to
Reckson. Goldman Sachs and Greenhill rendered fairness opinions in the
transaction. Wachtell Lipton Rosen and Katz served as legal counsel to the
independent directors of Reckson. Merrill Lynch acted as exclusive financial
advisor to SL Green,and Clifford Chance US LLP and Solomon and Weinberg LLP
served as legal counsel to SL Green.
CONFERENCE CALL
SL Green will conduct a conference call to discuss the transaction today at 3:00
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.