Quadra Realty Trust, Inc. - Amended Statement of Ownership: Private Transaction (SC 13E3/A)
12 March 2008 - 9:01PM
Edgar (US Regulatory)
SCHEDULE 13E-3
Transaction Statement Under
Section 13(e) of the Securities
Exchange Act of 1934 and
Rule 13e-3
Thereunder
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
Rule 13e-3
Transaction Statement
Under Section 13(e) of the
Securities Exchange Act of 1934
(Amendment No. 2)
Quadra Realty Trust,
Inc.
(Name of the Issuer)
Quadra Realty Trust, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.001 per share
(Title of Class of Securities)
746945104
(CUSIP Number of Class of
Securities)
Evan F. Denner
Quadra Realty Trust, Inc.
622 Third Avenue,
30th Floor, New York, NY 10017
(212) 671-6400
(Name, Address and
Telephone Numbers of Person
Authorized to Receive Notices and Communications on
Behalf of Persons Filing Statement)
Copies to:
John A. Good
Bass, Berry & Sims PLC
100 Peabody Place, Suite 900
Memphis, TN 38103
Telephone:
(901) 543-5901
Fax
(901) 543-5999
This statement is filed in connection with (check the
appropriate box):
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o
a.
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The filing of solicitation
materials or an information statement subject to
Regulation 14A,
Regulation 14-C
or
Rule 13e-3(c)
under the Securities Exchange Act of 1934.
o
b. The
filing of a registration statement under the Securities Act of
1933.
þ
c. A
tender offer.
o
d. None
of the above.
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Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies:
o
Check the following box if the filing is a final amendment
reporting the results of the
transaction:
o
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 transaction value was determined
based upon the sum of (a) $10.6506 per share of
16,795,233 shares of the Companys common stock, par
value $0.001 per share (the Common Stock), which
represents the 25,725,333 shares of the Companys
Common Stock outstanding less the 8,930,100 shares of the
Companys Common Stock currently owned by the Purchaser and
its affiliates.
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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 value by
0.00003930.
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þ
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Check box if any part of the fee is
offset as provided by Exchange Act
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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Form or Registration No.:
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Schedule TO
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Filing Party:
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HRECC Sub, Inc., a wholly-owned subsidiary of Hypo Real Estate
Capital Corporation
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Date Filed:
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February 13, 2008
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INTRODUCTION
This Amendment No. 2 (the Amendment) further amends
and supplements the
Schedule 13E-3
Transaction Statement initially filed on February 13, 2008,
as amended by Amendment No. 1 filed on March 4, 2008
(the Transaction Statement) on behalf of Quadra
Realty Trust, Inc., a Maryland corporation (the
Company or Quadra) and relates to the
offer by HRECC Sub Inc., a Maryland corporation
(Purchaser) and a wholly-owned subsidiary of Hypo
Real Estate Capital Corporation, a Delaware corporation
(Parent), to purchase any and all outstanding shares
of the Companys common stock, par value $0.001 per share,
not already owned by Parent and its affiliates, at $10.6506 per
share net to the seller in cash (without interest and less
applicable withholding taxes), less the amount of any dividends
declared and paid (other than the $0.3494 dividend described
below) with respect to the shares on or between the date of the
Offer and the date (the Acceptance Date) Purchaser
accepts and pays for shares validly tendered and not properly
withdrawn (the Offer Price), upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated February 13, 2008, as amended (the Offer to
Purchase). The Offer to Purchase and the related Letter of
Transmittal together with any amendments or supplements thereto,
constitute the Offer.
In addition, on February 1, 2008, the Company declared a
$0.3494 per share dividend payable to stockholders of the
Company who hold shares of the Companys common stock at
the close of business on the last trading day immediately
preceding the Acceptance Date (the Dividend). The
Dividend will not be paid if the Offer is not closed. This will
result in stockholders of the Company receiving $11.00 per share
in the aggregate, an approximately 38% premium to the closing
price of the Companys common stock on the New York Stock
Exchange on January 28, 2008 and an approximately 41%
premium to the average closing price of the Companys
common stock for the 30 trading days ending on January 28,
2008. The Company expects to declare and pay an additional
dividend immediately prior to the Acceptance Date, to the extent
of the Companys taxable income for the period beginning
January 1, 2008 and ending on the date immediately
preceding the Acceptance Date. Such dividend will reduce the
Offer Price by the per share amount of any such dividend.
The Offer to Purchase and the related Letter of Transmittal were
filed by Purchaser as Exhibits to the combined Tender Offer
Statement and
Schedule 13E-3
Transaction Statement on Schedule TO, filed with the
Securities and Exchange Commission (the SEC) on
February 13, 2008, as amended by Amendment No. 1
thereto filed with the SEC on March 4, 2008 and Amendment
No. 2 filed with the SEC on March 12, 2008 (the
Schedule TO).
The Transaction Statement also relates to the Agreement and Plan
of Merger dated as of January 28, 2008 by and among the
Company, Parent and Purchaser (the Merger
Agreement). The Merger Agreement provides that, subject to
the satisfaction or waiver of certain conditions, following
completion of the Offer, and in accordance with the Maryland
General Corporation Law, Purchaser will be merged with and into
the Company (the Merger). Following the consummation
of the Merger, the Company will continue as the surviving
corporation. At the effective time of the Merger, each issued
and outstanding share of the Companys common stock (other
than shares that are to be cancelled pursuant to the Merger
Agreement or are to otherwise remain outstanding pursuant to the
terms of the Merger Agreement) will be converted into the right
to receive the Offer Price, subject to reduction for dividends
as described above.
Concurrent with the filing of this Amendment, the Company is
filing an Amendment No. 1 to its
Schedule 14D-9
Solicitation and Recommendation Statement (as amended from time
to time, the
Schedule 14D-9)
under Section 14(d)(4) of the Securities Exchange Act of
1934, as amended (the Exchange Act), in response to
the Schedule TO.
Except as otherwise indicated, the information set forth in the
Transaction Statement remains unchanged and is incorporated by
reference as relevant to the items in this
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Amendment. Capitalized terms used but not otherwise defined
herein have the meanings ascribed to such terms in the
Transaction Statement.
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Item 8.
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Fairness
of the Transaction
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Regulation M-A
Item 1014
Section (a) is amended and restated in its entirety as follows:
(a)
Fairness
.
The information set forth in the
Schedule 14D-9
under Past Contracts, Negotiations and
Agreements Interests of Certain Persons,
Special Factors Overview of Evaluation Process
and Recommendation, Special Factors
Background of the Offer and Merger, Special
Factors Reasons for the Recommendation of the
Special Committee and the Quadra Board, Special
Factors Opinion of the Special Committees
Financial Advisor and Annex II of the
Schedule 14D-9
is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger, and
SPECIAL FACTORS Interests of the
Companys Directors and Executive Officers in the Offer and
the Merger is incorporated herein by reference.
Section (b) is amended and restated in its entirety as follows:
(b)
Factors Considered in Determining Fairness
.
The information set forth in the
Schedule 14D-9
under Special Factors Overview of Evaluation
Process and Recommendation, Special
Factors Background of the Offer and
Merger Special Factors Reasons for
the Recommendation of the Special Committee and the Quadra
Board, Special Factors Opinion of the
Special Committees Financial Advisor,
Item 5 Persons/Assets, Retained,
Employed, Compensated or Used and Annex II of the
Schedule 14D-9
is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger is
incorporated herein by reference.
Section (c) is amended and restated in its entirety as follows:
(c)
Approval of Security Holders.
The
transaction is structured so that the Offer will only be
consumated 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
Schedule 14D-9
under Special Factors Overview of Evaluation
Process and Recommendation, Special
Factors Reasons for the Recommendation of the
Special Committee and the Quadra Board, Item 8.
Additional Information Appraisal Rights, and
Item 8. Additional Information Vote
Required to Approve the Merger is incorporated herein by
reference.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, SPECIAL
FACTORS The Merger Agreement, SPECIAL
FACTORS No Dissenters Rights, THE
TENDER OFFER 1. Terms of the Offer; Expiration
Date and THE TENDER OFFER 11. Certain
Conditions to the Offer is incorporated herein by
reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
Section (d) is amended and restated in its entirety as follows:
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(d)
Unaffiliated Representative.
An
unaffiliated representative has not been retained for the
purpose of representing unaffiliated security holders in
negotiating the terms of the Offer and the Merger, or preparing
a report concerning the fairness of the transaction.
The information set forth in the
Schedule 14D-9
under Special Factors Overview of Evaluation
Process and Recommendation, Special
Factors Background of the Offer and Merger,
Item 5 Persons/Assets, Retained,
Employed, Compensated or Used, Special
Factors Reasons for the Recommendation of the
Special Committee and the Quadra Board, and Special
Factors Opinion of the Special Committees
Financial Advisor is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger is
incorporated herein by reference.
Section (e) is amended and restated in its entirety as follows:
(e)
Approval of Directors.
The
information set forth in the
Schedule 14D-9
under Special Factors Overview of Evaluation
Process and Recommendation, Special
Factors Background of the Offer and Merger and
Special Factors Reasons for the Recommendation
of the Special Committee and the Quadra Board is
incorporated herein by reference.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET What Does the
Companys Board of Directors Think of the Offer?,
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger, and
SPECIAL FACTORS Interests of the
Companys Directors and Executive Officers in the Offer and
the Merger is incorporated herein by reference.
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SIGNATURES
After due inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated March 12, 2008
QUADRA REALTY TRUST, INC.
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By:
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/s/
Robert
H. Mundheim
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Name: Robert H. Mundheim
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Title:
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Chairman of the Board of Directors
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