Trustreet Properties, Inc. Commences Consent Solicitation Relating to Its 7-1/2% Senior Notes due April 1, 2015
24 Enero 2007 - 3:33PM
PR Newswire (US)
ORLANDO, Fla., Jan. 24 /PRNewswire-FirstCall/ -- Trustreet
Properties, Inc. (NYSE:TSY) announced today that it has commenced a
consent solicitation to amend the indenture governing its
outstanding $300 million aggregate principal amount of 7-1/2%
Senior Notes due April 1, 2015 (CUSIP No. 898404 AB 4). The
proposed amendments are being sought in connection with the
previously announced proposed acquisition by General Electric
Capital Corporation, or GECC, of Trustreet. Subject to receipt of
the consents required to adopt the proposed amendments and the
satisfaction or waiver of certain other conditions, including
completion of its proposed acquisition of Trustreet, GECC is
offering to fully and unconditionally guarantee all payment
obligations of Trustreet with respect to the notes. The consent
solicitation is scheduled to expire at 5:00 p.m., New York City
time, on February 16, 2007, unless terminated or extended by
Trustreet, and is open to holders of record of the notes as of the
close of business on January 23, 2007. The proposed amendments, if
adopted, will eliminate substantially all of the restrictive
covenants (including those limiting or conditioning Trustreet's
mergers, consolidations and asset sales), reporting requirements,
the requirement to offer to repurchase the Notes upon a change of
control and non-payment events of default contained in the
indenture, which will afford Trustreet greater financial and
operational flexibility and will eliminate Trustreet's obligation
to offer to repurchase the Notes upon completion of GECC's proposed
acquisition of Trustreet. The proposed amendments to the indenture
will be set forth in a supplemental indenture that will be executed
promptly after consents to the proposed amendments are received
from the holders of at least a majority of the aggregate
outstanding principal amount of the notes. Once the first
supplemental indenture is executed, the consents delivered by
holders of notes will become irrevocable. The terms of the
supplemental indenture will provide, however, that the proposed
amendments and GECC guarantee will not become operative with
respect to the notes until, and are conditioned on, the
consummation of GECC's proposed acquisition of Trustreet. If the
required consents are not obtained in the consent solicitation, the
supplemental indenture setting forth the proposed amendments will
not be adopted and GECC will not guarantee the notes. For a
complete statement of the terms and conditions of the consent
solicitation, the proposed amendments, and the GECC guarantee, note
holders should refer to the Prospectus Supplement and Consent
Solicitation Statement, and the related Letter of Consent, dated
January 24, 2007. There can be no assurance that GECC's proposed
acquisition of Trustreet will be completed. Its completion is
subject to the satisfaction or waiver of the closing conditions
that are set forth in the Agreement and Plan of Merger, dated as of
October 30, 2006, between Trustreet and GECC, a copy of which is
contained in Trustreet's definitive proxy statement relating to the
proposed acquisition, which was filed with the Securities and
Exchange Commission on January 5, 2007. Among the closing
conditions is the approval of the transaction by Trustreet's common
stockholders at a meeting scheduled to be held on February 22,
2007. If the proposed acquisition of Trustreet is not completed,
the proposed amendments and GECC guarantee will not become
operative. The acquisition, however, is not conditioned on the
successful completion of the consent solicitation, and Trustreet
and GECC intend to complete the proposed acquisition even if the
consent solicitation is not successful. Trustreet has engaged D.F.
King & Co., Inc. as Information and Tabulation Agent for the
consent solicitation. Requests for documents or other information
should be directed to D.F. King & Co., Inc. at 48 Wall Street,
22nd Floor, New York, New York 10005 (banks and brokers call:
1-212-269-5550; all others call toll-free: 1-800-697-6975). This
press release is for informational purposes only. It does not
constitute a solicitation of consents. The consent solicitation is
made solely by means of the Prospectus Supplement and Consent
Solicitation Statement dated January 24, 2007. About Trustreet
Properties, Inc. Trustreet Properties, Inc. is the largest
self-advised restaurant real estate investment trust (REIT) in the
United States. Trustreet, which trades on the NYSE under the ticker
symbol TSY, provides a complete range of financial, real estate and
advisory services to operators of national and regional restaurant
chains. For more information, visit http://www.trustreet.com/.
About General Electric Capital Corporation General Electric Capital
Corporation ("GECC") offers financing and services primarily in
North America, Europe and Asia. GECC is indirectly wholly owned by
General Electric Company (NYSE:GENYSE:-NYSE:News) and operates in
four of General Electric Company's operating segments: GE
Commercial Finance, GE Consumer Finance, GE Industrial and GE
Infrastructure. Financing and services offered by GECC are
diversified, and currently GE Company manufactures few of the
products financed by GECC. Forward-Looking Statements Some of the
statements contained in this press release constitute forward-
looking statements. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies,
anticipated events or trends and similar expressions concerning
matters that are not historical facts. The forward-looking
statements reflect Trustreet's current views about future events
and are subject to risks, uncertainties, assumptions and changes in
circumstances that may cause Trustreet's actual results to differ
significantly from those expressed in any forward-looking
statement. You should not rely on forward-looking statements since
they involve known and unknown risks, uncertainties and other
factors that are, in some cases, beyond Trustreet's control and
that could materially affect actual results. The factors that could
cause actual results to differ materially from current expectations
include risks detailed from time to time in filings with the
Securities and Exchange Commission. The forward-looking statements
contained herein represent Trustreet's judgment as of the date of
this release, and Trustreet cautions readers not to place undue
reliance on such statements. Additional Information and Where to
Find It This communication is being made in respect of the proposed
acquisition of Trustreet Properties, Inc. by General Electric
Capital Corporation. Trustreet filed a definitive proxy statement
relating to the proposed acquisition with the SEC on January 5,
2007. Before making any decision with respect to the consent
solicitation, holders of notes are urged to read the definitive
proxy statement carefully and in its entirety because it contains
important information relating to the consent solicitation. The
definitive proxy statement and other documents are available free
of charge at the SEC's Internet Web site at http://www.sec.gov/.
The definitive proxy statement and other pertinent documents also
may be obtained for free at Trustreet's website at
http://www.trustreet.com/. Trustreet and its officers and directors
and other employees may be deemed to be participants in the
solicitation of proxies from the common stockholders of Trustreet
in connection with the proposed acquisition. Information about the
executive officers and directors of Trustreet and the number of
shares of Trustreet common stock beneficially owned by such persons
is set forth in the filed definitive proxy statement in connection
with the proposed acquisition. GECC has filed a registration
statement (including a prospectus) with the SEC for the offering of
the GECC guarantee in connection with the consent solicitation to
which this communication relates. Before you make a decision
regarding the consent solicitation, you should read the prospectus
in that registration statement and other documents GECC has filed
with the SEC for more complete information about GECC and the
offering of the GECC guarantee. You may get these documents for
free by visiting EDGAR on the SEC's Internet website at
http://www.sec.gov/. Alternatively, GECC, Trustreet or D.F. King,
the Information Agent and Tabulation Agent in connection with the
consent solicitation, will arrange to send you the prospectus, any
prospectus supplement or free writing prospectus for the consent
solicitation if you request it by calling 1-800-697-6975.
DATASOURCE: Trustreet Properties, Inc. CONTACT: Liz Kohlmyer,
Director of Communications of Trustreet Properties, Inc.,
+1-407-540-2221 Web site: http://www.trustreet.com/
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