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Five MIle to acquire Prime Group Realty Trust

Connecticut-based alternative investment and asset management company Five Mile has signed a definitive merger contract and other agreements to acquire the Chicago-based Prime Group Realty Trust. The deal is expected to close in the second half of 2011.

In a prepared statement, the parties say Five Mile will acquire the REIT for USD5 in cash per share for the company’s 9% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest (the Series B Preferred Shares).

There are currently no common shares of beneficial interest of the company outstanding. Prime Group’s Board of Trustees has approved the merger agreement and plans to submit the merger for approval by the holders of the Series B Preferred Shares.

Following completion of the transaction, the Company’s Series B Preferred Shares will cease to be traded as an over-the-counter security.

Prime Group Realty Trust and Five Mile also announced that an affiliate of Five Mile and a Prime Group affiliate have signed a joint venture contract on the ownership, management and operation 330 N Wabash Avenue, a Chicago office building landmark.

The joint venture contract calls for the pay down of USD20 million of principal and the additional reduction of the principal by USD20 million; the extension of the maturity date to January 31, 2016; the reduction of the loan commitment to USD128 million (of which USD30 million remains available to be drawn for tenant improvement, building redevelopment and other costs); and providing certain additional contingent interest to the lenders not to exceed USD20 million. Five Mile also agreed to provide up to USD75 million of additional capital to the joint venture.
“We are pleased to have entered into a merger agreement that provides a cash purchase price to the holders of our Series B Preferred Shares at a premium of approximately 10.5% over the average trading closing price from May 14, 2010 through February 14, 2011,” Jeffrey A Patterson, the company’s President and Chief Executive Officer, says in the statement.

“The Series B Shares have been thinly traded and we are happy to provide a cash offer that allows all of the holders to receive this price. We look forward to closing the transaction with Five Mile.”

He adds: “The joint venture with Five Mile for the 330 N Wabash property provides the capital resources necessary to lease up the property to stabilisation.”

The closing of the merger agreement is subject to various customary conditions, including the approval by at least 2/3 of the holders of the Series B Preferred Shares.

The transaction is not subject to any financing condition. The joint venture related to the property located at 330 N Wabash Avenue in Chicago, Illinois and the debt refinancing are not contingent on the completion of the merger, according to the statement.

Prime Group Realty Trust currently owns two office properties totalling 230,000 net rentable square feet and interests in two joint ventures that own two office properties comprised of about 1.24 million net rentable square feet.

The company leases and manages about 1.24 million square feet comprising all of its wholly-owned properties and its 330 N. Wabash Avenue joint venture property.
Five Mile Capital Partners LLC is a privately-held alternative investment and asset management company established in 2003 and based in Stamford, CT. The firm currently manages about USD2 billion of capital.

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