UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Crescent Real Estate Equities Company
(Exact name of registrant as specified in its charter)
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| Texas
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1-13038
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52-1862813 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of organization)
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File Number)
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Identification No.) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 230.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act
(17 CFR 230.13e-4(c))
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Item 5.01. Changes in Control of Registrant.
On
August 3, 2007, Crescent Real Estate Equities Company (the
“Company”) and Crescent Real
Estate Equities Limited Partnership (the
“Partnership”) completed the previously announced mergers
(the
“Mergers”) of
the Company and the Partnership with affiliates of Morgan Stanley Real Estate,
and the other transactions contemplated by the Agreement and
Plan of Merger, dated as of
May 22,
2007, by and among
the Company, the Partnership, Moon Acquisition Holdings LLC, Moon Acquisition
LLC and Moon Acquisition Limited Partnership. Morgan Stanley acquired all of the outstanding
securities of
the Company and the Partnership in an all-cash transaction valued at approximately
$6.5 billion, including the assumption and refinancing of approximately $3.1 billion of the
Company’s existing indebtedness. In connection with the completion of the Mergers and the
associated redemption of
the Company’s preferred shares, the preferred shares ceased trading on the
New York Stock Exchange prior to the opening of the market on
August 3, 2007, and
the Company
expects its common shares to cease trading on the New York Stock Exchange prior to the opening of
the market on
August 6, 2007.
Pursuant to the Mergers: (i) each outstanding common share of beneficial interest in the
Company (a
“Common Share”), not owned by
the Company or its affiliates and not subject to
dissenter’s rights, has automatically been canceled and converted into the right to receive cash,
without interest, equal to $22.80 per Common Share (the
“Common Share Consideration”), (ii) each
outstanding unit of interest in the Partnership other than a Restricted Unit (a
“Unit”) has been
automatically canceled and converted into the right to receive cash, without interest, equal to
$45.60 per Unit (the
“Unit Consideration”), (iii) each outstanding option to purchase Common Shares
or Units (an
“Option”) has been automatically canceled and converted into the right to receive cash
equal to the product of (x) the number of Common Shares or Units issuable upon exercise of the
Option, and (y) the excess of the Common Share Consideration or Unit Consideration, as applicable,
over the exercise price of the Option per Common Share or Unit, respectively, and (iv) each
restricted unit issued under the long-term incentive plans of the Operating Partnership (a
“Restricted Unit”) has been automatically canceled and converted into the right to receive $45.60
per Restricted Unit, plus accrued and unpaid dividends.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are included in this Form 8-K.
(d) Exhibits
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