SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Schedule TO
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, 31st Floor
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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$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 the 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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o
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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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N/A
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Filing Party:
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N/A
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Form or registration No.:
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N/A
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Date Filed:
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N/A
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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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þ
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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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þ
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going-private transaction subject to
Rule 13e-3.
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o
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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:
o
This Tender Offer Statement on Schedule TO
(Schedule TO) relates to the offer by HRECC Sub
Inc., a Maryland corporation (Purchaser) and a
direct wholly-owned subsidiary of Hypo Real Estate Capital
Corporation, a Delaware corporation (Parent) and a
direct wholly-owned subsidiary of Hypo Real Estate Bank
International AG, a German corporation (Hypo
International) and a direct-wholly owned subsidiary of
Hypo Real Estate Holding AG, a German corporation listed on the
Frankfurt am Main Stock Exchange (Hypo Holding), to
purchase any and all of the 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), a copy of which is attached
hereto as Exhibit (a)(1)(A), and in the related letter of
transmittal (the Letter of Transmittal), a copy of
which is attached hereto as Exhibit (a)(1)(B) (which Letter of
Transmittal together with the Offer to Purchase, as amended or
supplemented from time to time, collectively constitute the
Offer).
This Schedule TO is intended to satisfy the requirements of
Schedule 13E-3.
The information in the Offer to Purchase, including all
schedules and annexes thereto, is hereby expressly incorporated
herein by reference in response to all the items of this
Schedule TO, and is supplemented by the information
specifically provided therein.
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Item 1.
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Summary Term
Sheet.
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Regulation M-A
Item 1001
The information set forth in the Offer to Purchase under the
caption SUMMARY TERM SHEET is incorporated herein by reference.
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Item 2.
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Subject
Company Information.
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Regulation M-A
Item 1002
(a)
Name and Address.
The name, address,
and telephone number of the subject companys principal
executive office are as follows:
Quadra Realty Trust, Inc.
622 3rd Avenue
New York, NY 10017
(212) 671-6300
(b)
Securities.
The class of securities
to which this Schedule TO relates is the common stock, par
value $0.001 per share of Quadra, of which
25,725,333 shares were issued and outstanding as of
February 12, 2008. The Offer is for the 16,795,233 shares
not already owned by Parent and its affiliates. The information
set forth on the cover page and in the INTRODUCTION of the Offer
to Purchase is incorporated herein by reference.
(c)
Trading Market and Price.
The
information set forth under the caption THE TENDER
OFFER Section 6 (Price Range of Shares of
the Companys Common Stock) of the Offer to Purchase
is incorporated herein by reference.
1
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Item 3.
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Identity and
Background of Filing Person.
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Regulation M-A
Item 1003
(a)-(c)
Name and Address; Business and Background of
Entities; and Business and Background of Natural
Persons
. The information set forth in the Offer
to Purchase under the following captions is incorporated herein
by reference:
SUMMARY TERM SHEET
THE TENDER OFFER Section 8 (Certain
Information Concerning Parent, Purchaser, Hypo International and
Hypo Holding)
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Item 4.
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Terms of the
Transaction.
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Regulation M-A
Item 1004
(a)
Material Terms.
The information set
forth in the Offer to Purchase is incorporated herein by
reference.
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Item 5.
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Past Contacts,
Transactions, Negotiations and Agreements.
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Regulation M-A
Item 1005
(a)
Transactions.
The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
SPECIAL FACTORS (Related Party Transactions)
SPECIAL FACTORS (Prior Stock Purchases and Sales)
THE TENDER OFFER Section 7 (Certain
Information Concerning the Company)
THE TENDER OFFER Section 8 (Certain
Information Concerning Parent, Purchaser, Hypo International and
Hypo Holding)
(b)
Significant Corporate Events.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Prior Stock Purchases and Sales)
THE TENDER OFFER Section 7 (Certain
Information Concerning the Company)
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Item 6.
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Purposes of
the Transaction and Plans or Proposals.
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Regulation M-A
Item 1006
(a)
Purposes.
The information set forth
in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
SPECIAL FACTORS (Plans for the Company after the Offer and
the Merger)
2
(c) (1)-(7)
Plans
. The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
SPECIAL FACTORS (Plans for the Company after the Offer and
the Merger)
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
SPECIAL FACTORS (The Merger Agreement)
The Agreement and Plan of Merger, dated January 28, 2008,
by and among Quadra, Parent and Purchaser (the Merger
Agreement), which was filed as Exhibit 2.1 to the
Form 8-K
filed by Quadra with the SEC on January 29, 2008 is
incorporated herein by reference.
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Item 7.
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Source and
Amount of Funds or Other Consideration.
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Regulation M-A
Item 1007
(a)
Source of Funds.
The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER Section 9 (Source and
Amount of Funds)
(b)
Conditions.
The information set forth
in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (The Merger Agreement)
THE TENDER OFFER Section 11 (Certain
Conditions to the Offer)
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the
Form 8-K
filed by Quadra with the SEC on January 29, 2008.
(d)
Borrowed Funds.
The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER Section 9 (Source and
Amount of Funds)
The Merger Agreement is incorporated herein 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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Item 8.
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Interest in
Securities of the Subject Company.
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Regulation M-A
Item 1008
(a)
Securities Ownership.
The information
set forth in the Offer to Purchase under the following captions
is incorporated herein by reference:
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
SPECIAL FACTORS (Security Ownership of Certain Beneficial
Owners and Management)
THE TENDER OFFERSection 7 (Certain Information
Concerning the Company)
3
(b)
Securities Transactions.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SPECIAL FACTORS (Prior Stock Purchases and Sales)
THE TENDER OFFERSection 7 (Certain Information
Concerning the Company)
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Item 9.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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Regulation M-A
Item 1009
(a)
Solicitations or Recommendations.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER Section 13 (Certain Fees
and Expenses)
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Item 10.
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Financial
Statements.
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Regulation M-A
Item 1010
(a)
Financial Information.
Not applicable.
(b)
Pro Forma Information.
Not Applicable.
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Item 11.
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Additional
Information.
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Regulation M-A
Item 1011
(a)
Agreements, Regulatory Requirements and Legal
Proceedings.
The information set forth in the
Offer to Purchase under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
SPECIAL FACTORS (Related Party Transactions)
SPECIAL FACTORS (The Merger Agreement)
THE TENDER OFFERSection 12 (Certain Legal
Matters; Required Regulatory Approvals)
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the
Form 8-K
filed by Quadra with the SEC on January 29, 2008.
(b)
Other Material Information.
The
information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
Regulation M-A
Item 1016
The Exhibit Index attached hereto is incorporated herein by
reference.
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Item 13.
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Information
Required by
Schedule 13E-3.
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Item 2.
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Subject
Company Information.
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Regulation M-A
Item 1002
(d)
Dividends.
The information set forth
in the Offer to Purchase under the following captions is
incorporated herein by reference:
SPECIAL FACTORS (The Merger Agreement)
THE TENDER OFFER Section 6 (Price Range
of Shares of the Companys Common Stock)
THE TENDER OFFER Section 10 (Dividends
and Distributions)
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the
Form 8-K
filed by Quadra with the SEC on January 29, 2008.
(e)
Prior Public Offerings.
None.
(f)
Prior Stock Purchases.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SPECIAL FACTORS (Prior Stock Purchases and Sales).
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Item 4.
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Terms of the
Transaction.
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Regulation M-A
Item 1004
(c)
Different Terms.
The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
SPECIAL FACTORS (Related Party Transactions)
SPECIAL FACTORS (The Merger Agreement)
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the
Form 8-K
filed by Quadra with the SEC on January 29, 2008.
(d)
Appraisal Rights.
The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (No Dissenters Rights)
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the
Form 8-K
filed by Quadra with the SEC on January 29, 2008.
(e)
Provisions for Unaffiliated Security
Holders.
There have been no provisions in
connection with the Offer or the Merger to grant unaffiliated
security holders access to the corporate files of the Filing
Persons or to obtain counsel or appraisal services at the
expense of the Filing Persons.
(f)
Eligibility for Listing or
Trading.
Not applicable.
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Item 5.
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Past Contacts,
Transactions, Negotiations and Agreements.
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Regulation M-A
Item 1005
(c)
Negotiations or Contacts.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
SPECIAL FACTORS (Related Party Transactions)
SPECIAL FACTORS (The Merger Agreement)
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the
Form 8-K
filed by Quadra with the SEC on January 29, 2008.
(e)
Agreement Involving the Subject Companys
Securities.
The information set forth in the
Offer to Purchase under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
SPECIAL FACTORS (Related Party Transactions)
SPECIAL FACTORS (The Merger Agreement)
THE TENDER OFFER Section 7 (Certain
Information Concerning the Company)
The Merger Agreement is incorporated herein 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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Item 6.
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Purposes of
the Transaction and Plans or Proposal.
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Regulation M-A
Item 1006
(b)
Use of Securities Acquired.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
SPECIAL FACTORS (Plans for the Company After the
Merger)
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
SPECIAL FACTORS (The Merger Agreement)
THE TENDER OFFER Section 7 (Certain
Information Concerning the Company)
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the
Form 8-K
filed by Quadra with the SEC on January 29, 2008.
(c) (8)
Plans.
The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
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Item 7.
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Purposes,
Alternatives, Reasons and Effects.
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Regulation M-A
Item 1013
(a)
Purposes.
The information set forth
in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
SPECIAL FACTORS (Plans for the Company After the
Merger)
(b)
Alternatives.
The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
(c)
Reasons.
The information set forth in
the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
SPECIAL FACTORS (Related Party Transactions)
(d)
Effects.
The information set forth in
the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
SPECIAL FACTORS (Plans for the Company After the
Merger)
SPECIAL FACTORS (Position of Parent, Purchaser, Hypo
International and Hypo Holding as to Fairness)
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
SPECIAL FACTORS (Effects on the Company if the Offer is
Not Consummated)
SPECIAL FACTORS (Related Party Transactions)
SPECIAL FACTORS (The Merger Agreement)
THE TENDER OFFER Section 5 (Certain
U.S. Federal Income Tax Considerations)
The Merger Agreement is incorporated herein 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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Item 8.
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Fairness of
the Transaction.
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Regulation M-A
Item 1014
(a)
Fairness.
The information set forth
in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
SPECIAL FACTORS (Plans for the Company After the
Merger)
SPECIAL FACTORS (Position of Parent, Purchaser, Hypo
International and Hypo Holding as to Fairness)
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
SPECIAL FACTORS (Related Party Transactions)
(b)
Factors Considered in Determining
Fairness.
The information set forth in the Offer
to Purchase under the following captions is incorporated herein
by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
SPECIAL FACTORS (Position of Parent, Purchaser, Hypo
International and Hypo Holding as to Fairness)
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
(c)
Approval of Security Holders.
The
transaction is structured so that the Offer will only be
consummated if 55% of the Companys stockholders (other
than Parent and its affiliates) tender their shares of the
Companys common stock in response to the Offer. The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
SPECIAL FACTORS (Position of Parent, Purchaser, Hypo
International and Hypo Holding as to Fairness)
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
SPECIAL FACTORS (The Merger Agreement)
THE TENDER OFFER Section 1 (Terms of the
Offer; Expiration Date)
THE TENDER OFFER Section 11 (Certain
Conditions to the Offer)
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the
Form 8-K
filed by Quadra with the SEC on January 29, 2008.
8
(d)
Unaffiliated Representative.
An
unaffiliated representative was not retained to act solely on
behalf of unaffiliated security holders for purposes of
negotiating the terms of the transactions or preparing a report
concerning the fairness of the transaction. The information set
forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Position of Parent, Purchaser, Hypo
International and Hypo Holding as to Fairness)
(e)
Approval of Directors.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
INTRODUCTION
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Position of Parent, Purchaser, Hypo
International and Hypo Holding as to Fairness)
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
(f)
Other Offers.
None.
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Item 9.
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Reports,
Opinions, Appraisals and Certain Negotiations.
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Regulation M-A
Item 1015
(a)
Report, Opinion, or Appraisal.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
INTRODUCTION
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Position of Parent, Purchaser, Hypo
International and Hypo Holding as to Fairness)
(b)
Preparer and Summary of the Report, Opinion or
Appraisal.
The information set forth in the Offer
to Purchase under the following captions is incorporated herein
by reference:
INTRODUCTION
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Position of Parent, Purchaser, Hypo
International and Hypo Holding as to Fairness)
SPECIAL FACTORS (Summary of JPMorgans Preliminary
Valuation Overview)
The full text of J.P. Morgans Preliminary Valuation
Overview (the Overview) referenced in this
Item 9 has been filed as Exhibit (c)(2) hereto and the
Update to the Overview (the Update) has been filed
as Exhibit (c)(3) hereto. Exhibits (c)(2) and (c)(3)
are incorporated herein by reference.
9
(c)
Availability of Documents.
The
Overview and the Update referenced in this Item 9 will be
made available for inspection and copying during regular
business hours by any stockholder of the Company or its
representative who has been designated in writing by contacting
the Information Agent for the Offer using the information set
forth on the back cover of the Offer to Purchase.
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Item 10.
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Source and
Amounts of Funds or Other Consideration.
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Regulation M-A
Item 1007
(c)
Expenses.
The information set forth
in the Offer to Purchase under the following captions is
incorporated herein by reference:
SPECIAL FACTORS (The Merger Agreement)
THE TENDER OFFER Section 13 (Certain Fees
and Expenses)
The Merger Agreement is incorporated herein 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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Item 12.
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The
Solicitation or Recommendation.
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Regulation M-A
Item 1012
(d)
Intent to Tender or Vote in a Going-Private
Transaction.
The information set forth in the
Offer to Purchase under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER Section 7 (Certain
Information Concerning the Company)
(e)
Recommendations of Others.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
INTRODUCTION
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Position of Parent, Purchaser, Hypo
International and Hypo Holding as to Fairness)
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
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Item 13.
|
Financial
Information.
|
Regulation M-A
Item 1010
(a)
Financial Information.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
THE TENDER OFFER Section 7 (Certain
Information Concerning the Company)
(b)
Pro Forma Information.
Not Applicable.
10
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Item 14.
|
Persons/Assets,
Retained, Employed, Compensated or Used.
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Regulation M-A
Item 1009
(b)
Employees and Corporate Assets.
The
information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SPECIAL FACTORS (Background of the Offer and the
Merger)
SPECIAL FACTORS (Position of the Company Regarding the
Fairness of the Offer and the Merger)
SPECIAL FACTORS (Purpose of and Reasons for the Offer and
the Merger; Consideration of Alternatives)
SPECIAL FACTORS (Position of Parent, Purchaser, Hypo
International and Hypo Holding as to Fairness)
SPECIAL FACTORS (Certain Effects of the Offer and the
Merger)
SPECIAL FACTORS (Interests of the Companys Directors
and Executive Officers in the Offer and the Merger)
11
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 February 13, 2008
HRECC SUB INC.
Name: Thomas Glynn
HYPO REAL ESTATE CAPITAL CORPORATION
Name: Thomas Glynn
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Title: Authorized Signatory
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HYPO REAL ESTATE BANK INTERNATIONAL AG
Name: Frank Lamby
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Title: Member of the Management Board
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Name: Frank Hellwig
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Title: Member of the Management Board
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HYPO REAL ESTATE HOLDING AG
Name: Thomas Glynn
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Title: Member of the Management Board
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Name: Dr. Markus Fell
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Title:
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Chief Financial Officer;
Member of the Management Board
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12
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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13
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Exhibit No.
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Description
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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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(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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(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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(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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14
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