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
Date of Report (Date of earliest event reported): April 6, 2007
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.) |
777 Main Street, Suite 2100
Fort Worth, Texas 76102
(817) 321-2100
(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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On March 5, 2007, Crescent Real Estate Equities Limited Partnership, a Delaware limited
partnership (the “Partnership”), and certain of its subsidiaries and affiliates (the “Sellers” and,
collectively with the Partnership, “Crescent”), and Walton TCC Hotel Investors V, L.L.C., a
Delaware limited liability company (the “Purchaser”), had entered into a series of Purchase and
Sale Agreements which were amended on March 23, 2007 effective as of March 5, 2007 (collectively,
as so amended, the “Original Purchase Agreement”) pursuant to which, among other things, (a) the
Sellers agreed to sell to the Purchaser all of the Sellers’ rights, title and interest in the
Fairmont Sonoma Mission Inn & Spa®, the Sonoma Golf Club, the Ventana Inn & Spa®, the Park Hyatt
Beaver Creek Resort & Spa, the Omni Austin hotel and the Austin Center office building adjacent to
the hotel, the Denver Marriott hotel and the Renaissance Houston hotel and (b) the Partnership
agreed to guaranty certain obligations of the Sellers under the Original Purchase Agreement. The
Original Purchase Agreement was terminated by the Purchaser on April 2, 2007 at the end of its due
diligence period.
On April 6, 2007, the Sellers and the Purchaser reinstated and amended the Original Purchase
Agreement (as so amended, the “Purchase Agreement”). The total gross purchase price under the
Purchase Agreement, which was determined through arm’s length negotiations between the parties, is
approximately $620,000,000. Crescent’s share of the gross purchase price, determined after taking
into account the interests of its partners in the sales and incentive payments due as a result of
the sales, is approximately $580,000,000. The Purchaser has paid a nonrefundable earnest money
deposit of approximately $11,000,000.
The closing of the transactions contemplated by the Purchase Agreement is subject to the
satisfaction of certain customary closing conditions. There are no assurances that the conditions
will be met or that the transaction will be consummated. The parties to the Purchase Agreement
presently anticipate that the closing will occur during the second quarter of 2007. Neither
Crescent Real Estate Equities Company, the sole shareholder of the general partner and the majority
limited partner of the Partnership, nor the Partnership, nor any of the Sellers or any affiliate of
the foregoing, has a material relationship with Purchaser, other than pursuant to the Purchase
Agreement.