EOP noteholders committee still opposes tender offer; says majorities have signed no-consent agreement

By Jennifer Lanning Drey

Portland, Ore., Jan. 5 - Equity Office Properties Trust's ad hoc committee of unsecured noteholders said it remains opposed to the company's Dec. 26 tender offer and consent solicitation and that it is continuing to gather signatures on its no-consent agreement, despite EOP's announcement of a minimum of par on the notes.

A majority in principal amount of notes under each of the 1997 and 2000 notes has already signed the no-consent agreement, Andrew Rosenberg, an attorney for the committee, said Friday.

The ad hoc committee believes that even under the amended terms, holders of 7.25% notes due 2028, holders of 7.50% notes due 2029 and holders of 7.875% notes due 2031 would not receive their full contractual entitlements, according to a statement issued by the committee Friday.

The 15-member committee held a conference call Tuesday asking individual noteholders to sign the no-consent agreement to state that they will not provide their consent by EOP's early tender deadline, which is 5 p.m. ET Jan. 9.

Under EOP's amended tender offer and consent solicitation terms, the total consideration for each series of notes is subject to a minimum price of $1,000 per $1,000 principal amount of notes, according to a company news release.

EOP said the changes were made to ensure that investors have the opportunity to receive at least par for notes tendered on or prior to the consent payment deadline. The amendments were also made in response to changes in prices for U.S. Treasury securities since Dec. 26, according to the release.

The total consideration includes a consent payment of $50 per $1,000 principal amount of notes other than internotes and a consent payment of $10 per $1,000 principal amount of the internotes identified in the offer to purchase.

Noteholders interested in viewing or signing the ad hoc committee's prepared agreement can call Rosenberg at Paul, Weiss, Rifkind, Wharton & Garrison LLP (212 373-3000).

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