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): March 27,
2006
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-19989
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72-1211572
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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98
San Jacinto Blvd., Suite 220
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Austin,
Texas
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78701
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (512) 478-5788
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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
See
Item
2.01 which is incorporated herein by reference.
Item
2.01. Completion
of Acquisition or Disposition of Assets.
On
March
27, 2006, Stratus Properties Inc.’s (Stratus) wholly owned subsidiary, Stratus
7000 West Joint Venture (Seller), sold its two
70,000-square-foot
office buildings at 7000 West William Cannon Drive (7000 West), known as
the
Lantana Corporate Center, to
CarrAmerica Lantana, LP (Purchaser) for
$22.3
million. The Purchaser
paid $10.6 million cash to Stratus at closing and assumed the $11.7 million
principal balance remaining under Stratus’ 7000 West project loan from Teachers
Insurance and Annuity Association of America (TIAA). In connection with the
Purchaser’s assumption of the loan, the Seller entered into a First Modification
Agreement with the Purchaser and TIAA under which TIAA released the Seller’s
$3.5 million letter of credit issued by Comerica Bank that secured certain
re-tenanting obligations and released the Seller from all future obligations
under the loan (see Exhibit 10.1). In addition, TIAA released Stratus from
all
future liabilities under its guaranty of the Seller’s environmental
representations and recourse obligations under the loan. Stratus intends
to use
the net proceeds from the sale to reduce its other outstanding debt. Stratus
will report an approximate $10 million gain on the transaction in its
first-quarter 2006 results.
Item
8.01. Other
Events.
Stratus
issued a press release, dated March 29, 2006, announcing completion of the
sale
of 7000 West (see Exhibit 99.1).
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits.
The
Exhibits included as part of this Current Report are listed in the attached
Exhibit Index.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Stratus
Properties Inc.
By:
/s/
John E. Baker
----------------------------------------
John
E.
Baker
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
Date:
March 29, 2006
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
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First
Modification Agreement dated March 27, 2006, by and between Stratus
7000
West Joint Venture, as Old Borrower, and CarrAmerica Lantana, LP,
as New
Borrower, and Teachers Insurance and Annuity Association of America,
as
Lender.
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Press
release dated March 29, 2006, titled “Stratus Properties Inc. Announces
Completion of Sale of 7000 West.”
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Exhibit
10.1
After
Recordation this First Modification
Agreement
Should Be Returned To:
Randi
B.
Margolin, Esquire
c/o
Teachers Insurance and Annuity
Association
of America
730
Third
Avenue
New
York,
New York 10017
FIRST
MODIFICATION AGREEMENT
by
and
between
STRATUS
7000 WEST JOINT VENTURE
a
Texas
joint venture,
as
Old
Borrower
and
CARRAMERICA
LANTANA, LP,
a
Delaware limited partnership
as
New
Borrower
and
TEACHERS
INSURANCE AND ANNUITY ASSOCIATION
OF
AMERICA, as Lender
Property
Known As
7000
WEST
AT LANTANA
7000
West
William Cannon Blvd.
Austin,
Texas 78735
FIRST
MODIFICATION AGREEMENT
THIS
FIRST MODIFICATON AGREEMENT (“Agreement”)
is
made this 27th
of
March,
2006, by and between STRATUS 7000 WEST JOINT VENTURE, a Texas joint venture
c/o
Stratus Properties, Inc., 98 San Jacinto Blvd., Suite 220, Austin, Texas
78701
(the “Old
Borrower”),
CARRAMERICA LANTANA, LP, a Delaware limited partnership, having its principal
place of business at 1850 K Street, NW, Suite 500, Washington, DC 20006 (the
“New
Borrower”),
and
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation,
having an address at 730 Third Avenue, New York, New York 10017 (the
“Lender”).
RECITALS:
WHEREAS,
Lender has made a loan (the “Loan”)
to Old
Borrower and To evidence the Loan, Old Borrower executed and delivered a
promissory note (the “Note”),
dated
December 15, 2004, in the principal amount of $12,000,000 (that amount or
so
much as is outstanding from time to time is referred to as the “Principal”).
The
Note, among other things, evidenced Old Borrower’s obligation to repay to the
Lender with interest those amounts described in the Note.
WHEREAS,
in order to secure the Note, Old Borrower executed and delivered to Lender
Deed
of Trust in the following:
(i) a
certain
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture
Filing, dated December, 2004, and recorded with the Official Records of Travis
County, Texas (the “Recorder's
Office”)
on
December 17, 2004 as Document No. 2004233775, (the “Deed
of Trust”),
which
currently encumbers Old Borrower's fee simple interest in the property and
improvements now known as the 7000 West at Lantana, Austin, Texas as more
particularly described on Exhibit
A
attached
hereto and other property of Old Borrower (as further defined in the Deed
of
Trust, the “Property”);
(ii) a
certain
Assignment of Leases and Rents, dated 15th day of December 2004, and recorded
with the Recorder's Office on December 17, 2004, as Document No. 2004233776
(the
“Assignment
of Leases and Rents”);
(iii) A.
that
certain UCC-1 Financing Statement filed with the Secretary of State of Texas
under Filing No. 04-0091828961 (the “Texas
Financing Statement”);
B.
that
certain UCC-1 Financing Statement filed with the Delaware Department of State
under Filing No. 4359094 2 (the “Delaware
Financing Statement”);
C.
that
certain UCC-1 Financing Statement filed with the Travis County Clerk under
Filing No. 2004233777 (the “County
Financing Statement”);
(iv)
Environmental
Indemnity dated December 15, 2004 executed by Stratus Properties Inc., a
Delaware corporation (the “Environmental
Indemnity”);
(v)
Guaranty of Recourse Obligations of Borrower dated December 15, 2004 executed
by
Stratus Properties Inc., a Delaware corporation (the “Guaranty”);
(vi)
Real
Estate Tax Pledge and Security Agreement dated December 15, 2004 (the
“Tax
Escrow”);
(vii)
Tenant Improvement Pledge and Security Agreement dated December 15, 2004
(the
“Tenant
Escrow”);
(viii) Security
Deposit Pledge and Security Agreement dated as of Jan _________, 2005 (the
“Security
Escrow”);
and
(ix)
Letter of Credit Agreement dated December 15, 2004 (the “L/C
Agreement”).
WHEREAS,
the foregoing documents are collectively referred to herein as the "Loan
Documents";
WHEREAS,
as of the date of this Agreement, the Loan Documents have not been modified
or
amended;
WHEREAS,
immediately prior to the recordation of this Agreement with the Recorder’s
Office, Old Borrower has conveyed to New Borrower the Property (the
“Transaction”);
WHEREAS,
the parties hereto desire to amend the Loan Documents to reflect the Transaction
and to modify the Deed of Trust in certain other respects; and
WHEREAS,
to induce Lender to consent to the Transaction, New Borrower desires to assume
the Old Borrower’s obligations under the Loan Documents except to the extent
expressly provided for herein.
AGREEMENTS:
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and
for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1. The
foregoing Recitals are incorporated in this Agreement as if fully set forth
therein. Any initially capitalized term not otherwise defined herein shall
have
the meaning ascribed to such term in the Deed of Trust.
2. Lender
acknowledges and consents to the Transaction as contemplated hereby in this
Agreement.
3. Lender
acknowledges the receipt of the fee for permitting the Transfer (the
“Transfer
Fee”),
and
the payment of Lender's expenses in connection with the Transfer, including
Lender's administrative fees.
4. Lender
certifies to New Borrower that as of the date hereof, to the best of Lender’s
knowledge, the Loan Documents are in full force and effect; neither the Borrower
or any guarantor or indemnitor is in default thereunder; and the Loan Documents
have not been modified, supplemented or amended and constitute all of the
documents relating to the Note and the transaction contemplated
thereby.
5.
As of
the date hereof, the outstanding balance of the Note is $11,738,178.01
and
the
interest rate applicable thereto is 5.7% per annum. Old Borrower acknowledges
that it has no existing and asserted (and no basis for any unasserted) claims,
counterclaims, defenses or rights of setoff whatsoever with respect to any
payment obligations under the Note or any other obligations under the Deed
of
Trust or any other document evidencing or securing the Note, and any such
claims, counterclaims, defenses and rights of setoff are hereby waived and
relinquished. New Borrower acknowledges that it has no existing and asserted
(and no basis for any unasserted) claims, counterclaims, defenses or rights
of
setoff whatsoever with respect to any payment obligations under the Note
or any
other obligations under the Deed of Trust or any other document evidencing
or
securing the Note, and any such claims, counterclaims, defenses and rights
of
setoff are hereby waived and relinquished. The Loan Documents are ratified
and
confirmed hereby and are in full force and effect. Commencing on the date
this
Agreement is recorded with the Recorder’s Office, New Borrower hereby assumes
the obligations of Old Borrower under the Loan Documents except to the extent
expressly provided for herein.
6. New
Borrower represents, warrants and covenants that following the date of this
Agreement, the Property will be managed by Carr Real Estate Services, LLC
(the
“Manager”),
and
the Property shall continue to be managed by Manager unless as otherwise
permitted by the Lender in accordance with the Loan Documents. Lender hereby
approves Manager as the present manager of the Property. Manager
acknowledges that it is not the intent of either Manager or New Borrower
that
the agreement to manage the Property, including any oral or written agreement
(“Management Agreement”), create an interest in real property or constitute a
covenant running with the Property. To the maximum extent permitted by
applicable law, Manager hereby waives, releases and forever discharges any
and
all contractual, constitutional or statutory liens, rights
and interests (whether choate or inchoate and including, without limitation,
all
mechanic's and materialman's liens under applicable law) to which Manager
may be
entitled under applicable law against or with respect to the Property to
secure
the payments of amounts owing to Manager under the Management Agreement.
In
addition, and without limiting the generality of the foregoing, Manager
expressly acknowledges and agrees that the Management Agreement and
any
and
all amounts payable to Manager thereunder, and any and all liens, rights
and
interests (whether choate or inchoate and including, without limitation,
all
mechanic's and materialman's liens under applicable law) which may be owned,
claimed or held, or to be owned, claimed or held by the Manager in and to
the
Property and the Improvements now or hereafter constructed thereon, are and
shall be in all things subordinate and inferior to (i) Lender’s right to payment
under the Note, the Deed of Trust and the other Loan Documents, and (ii)
the
liens and security interests created or to be created for the benefit of
Lender,
its successors and assigns securing the repayment of the Debt (as defined
in the
Deed of Trust), including, without limitation, those created under and by
virtue
of the Deed of Trust, and all renewals, modifications, supplements, extensions
and refinancings thereof. Notwithstanding the foregoing, New Borrower may
pay,
and Manager may retain, all amounts payable to Manager under the Management
Agreement prior to Manager's receipt of a notice from Lender that an event
of
default by New Borrower has occurred under the Deed of Trust or any other
Loan
Document. In the event of a default by new Borrower under any of the Loan
Documents, Lender and its successors and assigns shall have the right to
terminate the Management Agreement free of any obligation or liability to
Manager. By executing this Agreement, Manager acknowledge its agreement to
the
foregoing.
7.
Subsection
7.1(f) of the Deed of Trust is deleted in its entirety and replaced with
the
following:
“(f) Borrower
will pay the Insurance Premiums for each Policy before the expiration date
of
the Policy being replaced or renewed and will deliver to Lender an original
certificate of insurance prior to the expiration of the Policy and an original
or, if a blanket policy, a certified copy of each Policy marked “Paid” within 30
days after the expiration of the Policy.”
8. Subsection
7.1(h) of the Deed of Trust is amended by adding the following thereto:
“(h) Lender
hereby approves Borrower maintaining insurance under the terms and provisions
of
blanket insurance policy maintained by Borrower in effect as of March 27,
2006.”
9. New
Borrower represents and warrants that the Transaction shall not result in
the
violation of Section
8.3
of the
Deed of Trust.
10 Subsection
12.1(e) of the Deed of Trust is deleted in its entirety and replaced with
the
following:
Section
12.1 Borrower
Composition.
(a) Borrower
represents, warrants and covenants that:
(i) Borrower
is a Delaware limited partnership. The sole general partner of Borrower is
CDC
Texas Holdings, LLC, a Delaware limited liability company, and the sole limited
partner of Borrower is CDC Texas LP Holdings LLC, a Delaware limited liability
company. The sole member of both CDC Texas Holdings, LLC and CDC Texas LP
Holdings LLC is CARC Properties L.L.C., a Delaware limited liability company,
the sole member of which is CarrAmerica Realty Operating Partnership, L.P.,
a
Delaware limited partnership. The sole general partner of CarrAmerica Realty
Operating Partnership, L.P. is CarrAmerica Realty Corporation, a Maryland
corporation owning a 1% general partnership interest and 98% limited partnership
interest in CarrAmerica Realty Operating Partnership, L.P.
(ii) Borrower
shall at all times be an indirect wholly-owned subsidiary of CarrAmerica
Realty
Operating Partnership, L.P.
(iii) So
long
as the capital stock or other securities of CarrAmerica Realty Corporation
are
publicly traded, and CarrAmerica Realty Corporation is the sole general partner
of CarrAmerica Realty Operating Partnership, L.P., the term “Transfer” is not
intended to include transfers of securities in CarrAmerica Realty Corporation
or
limited partnership interests in CarrAmerica Realty Operating Partnership,
L.P.
except those in connection with a merger, consolidation, share exchange,
or
other business combination involving all or substantially all of the assets
or
shares of CarrAmerica Realty Corporation other than a Permitted Merger (as
hereinafter defined). As used herein, a Permitted Merger shall mean a merger
of
CarrAmerica Realty Corporation which results in Blackstone Real Estate Partners
V, L.P., a Delaware limited partnership (“Blackstone”), or an entity (directly
or indirectly) controlled by, commonly controlled with or controlling Blackstone
and acquiring all or substantially all of the assets of CarrAmerica Realty
Ccorporation being the surviving entity, provided (A) Borrower pays all of
Lender’s reasonable out of pocket costs, if any, in connection with the
Permitted Merger and (B) the Property continues to be managed by an entity
satisfactory to Lender. Transfers of any indirect interest in Borrower after
a
Permitted Merger are permitted provided that after giving effect to any such
transfer CarrAmerica Realty Operating Partnership, L.P. owns not less than
100%
of the direct or indirect beneficial interests in Borrower. Notwithstanding
anything contained in this subsection, no transfer shall be permitted hereunder
if there is an Event of Default or the proposed transfer would cause an ERISA
violation or a violation of any law relating to terrorism or money
laundering.
11. The
Borrower's principal place of business shall be 1850 K Street, NW, Washington
DC, 20006. The address for Borrower provided under Notice provisions under
Section
17.1
of the
Deed of Trust shall be replaced by the following:
If
to
Borrower: c/o
CarrAmerica Realty Corporation
1850
K
Street, NW
Washington,
DC 20006
Attn:
Steve Walsh
with
a
courtesy copy to: c/o
CarrAmerica Realty Corporation
1850
K
Street, NW
Washington,
DC 20006
Attn:
Steve Walsh
and
to:
CarrAmerica
Realty Corporation
1850
K
Street, NW
Washington,
DC 20066
Attn:
General Counsel and Asset
Management
|
If
to Lender:
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Teachers
Insurance and Annuity Association of
America
|
730
Third
Avenue
New
York,
New York 10017
Attn: Managing
Director,
Domestic
Portfolio
Investment
Management
TIAA
Appl. #AAA-4444
|
TIAA
Mtge. #000593500
|
|
with
a courtesy copy to:
|
Teachers
Insurance and Annuity Association of
America
|
730
Third
Avenue
New
York,
New York 10017
Attn: Managing
Counsel - New York
Investment
Management Law
TIAA
Appl. #AAA-4444
|
TIAA
Mtge. #000593500
|
14. New
Borrower hereby certifies as follows as of the date hereof and at all times
while the Loan is outstanding:
(a) Neither
New Borrower nor its respective constituents, which are controlling,
controlled by or under common control with New Borrower or CarrAmerica Realty
Corporation (but excluding any non-controlling shareholders of CarrAmerica
Realty Corporation or any non-controlling unitholders of CarrAmerica Realty,
LP
or CarrAmerica Realty Operating Partnership, L.P.), or affiliates are in
violation of any Laws relating to terrorism or money laundering, including
Executive Order No. 13224 on Terrorist Financing (effective September 24,
2001)
(the "Executive
Order"),
and
the Uniting and Strengthening America by Providing Appropriate Tools Required
to
Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the
"Patriot
Act").
(b) None
of
New Borrower or its respective constituents, which are controlling,
controlled by or under common control with New Borrower or CarrAmerica Realty
Corporation (but excluding any non-controlling shareholders of CarrAmerica
Realty Corporation or any non-controlling unitholders of CarrAmerica Realty,
LP
or CarrAmerica Realty Operating Partnership, L.P.), or affiliates, any of
their
respective brokers or other agents acting or benefiting in any capacity in
connection with the Loan is a "Prohibited Person" which is defined as
follows:
(i) a
person
or entity that is listed in the Annex to, or is otherwise subject to the
provisions of, the Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001 and relating to Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
the Executive Order;
(ii) a
person
or entity owned or controlled by, or acting for or on behalf of, any person
or
entity that is listed in the Annex to, or is otherwise subject to the provisions
of, the Executive Order;
(iii) a
person
or entity with whom Lender is prohibited from dealing or otherwise engaging
in
any transaction by any terrorism or money laundering law, including the
Executive Order and the Patriot Act;
(iv) a
person
or entity who commits, threatens or conspires to commit or supports "terrorism"
as defined in the Executive Order;
(v) a
person
or entity that is named as a "specially designated national and blocked person"
on the most current list published by the U.S. Treasury Department Office
of
Foreign Assets Control at its official website,
http://www.treas.gov/ofac/tllsdn.pdf or at any replacement website or other
replacement official publication of such list; and
(vi) a
person
or entity who is affiliated with a person or entity listed above.
| (c) |
None
of New Borrower or its respective affiliates or constituents, which
are controlling,
controlled by or under common control with New Borrower or CarrAmerica
Realty Corporation (but excluding any non-controlling shareholders
of
CarrAmerica Realty Corporation or any non-controlling unitholders
of
CarrAmerica Realty, LP or CarrAmerica Realty Operating Partnership,
L.P.),
any of their respective brokers or other agents acting in any capacity
in
connection with the Loan is or will knowingly (i) conduct any business
or
engage in any transaction or dealing with any Prohibited Person,
including
the making or receiving any contribution of funds, goods or services
to or
for the benefit of any Prohibited Person, (ii) deal in, or otherwise
engage in any transaction relating to, any property or interests
in
property blocked pursuant to the Executive Order; or (iii) engage
in or
conspire to engage in any transaction that evades or avoids, or
has the
purpose of evading or avoiding, or attempts to violate any of the
prohibitions sets forth in the Executive Order or the Patriot
Act.
|
| (d) |
New
Borrower represents and warrants to Lender that New Borrower has
and will
continue to have all approvals required by Law or otherwise and
full
right, power and authority to (i) own and operate the Property
and carry
on New Borrower's business as now conducted or as proposed to be
conducted; (ii) execute and deliver the Loan Documents; (iii) grant,
mortgage, warrant the title to, convey, assign and pledge the Property
to
Lender; and (iv) perform the Obligations.
|
15. Lender
acknowledges that, anything to the contrary set forth in the Loan Documents
notwithstanding, New Borrower shall not be liable for any breach of warranty
or
misrepresentation made by Old Borrower under the Loan Documents, nor shall
same
be a default under the Loan Documents with respect to New Borrower, nor shall
New Borrower or New Guarantor be liable for any personal recourse obligation
of
Old Borrower or Old Guarantor under the Loan Documents; provided, however,
the
foregoing shall not release Old Borrower nor the guarantors or indemnitors
of
Old Borrower's obligations with respect to any such breach or misrepresentation.
16. Lender
hereby releases Old Borrower from its obligations under the Loan Documents
with
respect to matters, which arise from and after the date hereof. Lender hereby
releases Stratus Properties Inc. from its obligations under the Environmental
Indemnity and under the Guaranty with respect to matters, which arise from
and
after the date hereof. CarrAmerica Realty Operating Partnership, L.P., a
Delaware, limited partnership, is delivering to Lender an Environmental
Indemnity and Guaranty, both dated of even date herewith. Wherever in the
Deed
of Trust reference is made to the Indemnitor or the Guarantor, such reference
shall be to CarrAmerica Realty Operating Partnership, L.P..
17. This
Agreement does not create any new or further indebtedness and is not intended
and shall not be construed to disturb, discharge, cancel, impair or extinguish
the indebtedness and repayment obligations evidenced by the Note or any of
the
Loan Documents.
18. This
Agreement may be executed in any number of identical counterparts, each of
which
for all purposes is to be deemed an original, but all of which constitute
collectively one agreement.
19. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Texas.
[SIGNATURES
ON NEXT PAGE]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
and delivered as of the day and year first above written.
NEW
BORROWER:
|
CARRAMERICA
LANTANA, LP, a Delaware
limited
partnership
|
|
By:
CDC Texas Holdings, LLC, a Delaware limited liability company,
its sole
general partner
By:
CARC Properties, LLC, a Delaware limited liability company, it
is sole
member
By:
CarrAmerica Realty Operating Partnership, L.P.,. a Delaware limited
partnership, its sole member
By:
CarrAmerica Realty Corporation, a Maryland corporation, its general
partner
By:
/s/
Tom
Levy
Name:
Tom
Levy
Title:
Senior
Vice President
|
[SIGNATURES
ON NEXT PAGE]
OLD
BORROWER:
|
STRATUS
7000 WEST JOINT VENTURE,
a
Texas joint venture
|
|
By:
Stratus 7000 West, Ltd.,
a
Texas limited partnership, a joint venturer
|
|
By:
STRS L.L.C., a Delaware limited liability company, its general
partner
|
|
By:
Stratus Properties, Inc., a Delaware corporation, its Manager
|
|
By:
/s/
John E. Baker
John
E. Baker, Senior Vice President
|
|
By:
STRS L.L.C., a Delaware limited liability company, a joint venturer
|
|
By:
Stratus Properties Inc., a Delaware corporation
|
|
By:
/s/
John E.
Baker
John
E. Baker, Senior Vice President
|
[SIGNATURES
ON NEXT PAGE]
LENDER:
TEACHERS
INSURANCE AND ANNUITY
ASSOCIATION
OF AMERICA,
a
New
York corporation
By: /s/
Vincent P.
Costanzo
Name: Vincent
P.
Costanzo
Title: Director
MANAGER
(WITH RESPECT TO PARAGRAPH 6 ONLY),
CARR
REAL ESTATE SERVICES, LLC
A
Delaware limited liability company
By: Carr
Real
Estate Services Partnership,
a
Delaware general partnership, its sole member
By:
Carr
Realty Holdings, L.P., a Delaware limited
partnership,
managing partner
By:
CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership
its sole general partners
|
By:
CarrAmerica Realty Corporation, a
Maryland
|
corporation,
its general partner
By: /s/
Stephanie
Duncan
Name: Stephanie
Duncan
Title: Senior
Vice
President
STATE
OF
TEXAS )
) ss
COUNTY
OF
TRAVIS )
The
foregoing instrument was acknowledged before me this 24th
day of
March, 2006 by John E. Baker, Senior Vice President of Stratus Properties
Inc.,
as Manager of STRS, L.L.C., a Delaware limited liability company, both in
STRS
L.L.C.’s capacity as a joint venturer of and on behalf of Stratus 7000 West
Joint Venture, a Texas joint venture, and in STRS, L.L.C.’s capacity as the
general partner of and on behalf of Stratus 7000 West Ltd., a Texas limited
partnership, a joint venturer on behalf of Stratus 7000 West Joint Venture,
a
Texas joint venture, on behalf of such joint venture.
/s/
Carol A.
Fahs
Notary
Public in and for State of Texas
CITY
OF
WASHINGTON §
§
DISTRICT
OF COLUMBIA §
This
instrument was acknowledged before me on this the 24th
day of
March, 2006, by Tom Levy, the Senior Vice President of CarrAmerica Realty
Corporation, a Maryland corporation, acting in its capacity as the general
partner of CarrAmerica Realty Operating Partnership, LP, a Delaware limited
partnership, acting in its capacity as the sole member of CARC Properties,
LLC,
a Delaware limited liability company, acting in its capacity as the sole
member
of CDC Texas Holdings, LLC, a Delaware limited liability company, acting
in its
capacity as the general partner of CarrAmerica Lantana, LP, a Delaware limited
partnership, on behalf of said limited partnership.
/s/
Olivia M.
Kerr
Notary
Public in and for the
District
of Columbia
Name:
Olivia
M.
Kerr
My
Commission Expires: 1-14-07
CITY
OF
WASHINGTON §
§
DISTRICT
OF COLUMBIA §
This
instrument was acknowledged before me on this the 24th
day of
March, 2006, by Stephanie Duncan, the Senior Vice President of CarrAmerica
Realty Corporation, a Maryland corporation, acting in its capacity as the
general partner of CarrAmerica Realty Operating Partnership, LP, a Delaware
limited partnership, acting in its capacity as the sole general partner of
Carr
Realty Holdings, L.P., a Delaware limited partnership, acting in its capacity
as
the managing partner of Carr Real Estate Services Partnership, a Delaware
general partnership, acting in its capacity as the sole member of Carr Real
Estate Services, LLC, a Delaware limited liability company, on behalf of
said
limited liability company.
/s/
Olivia M.
Kerr
Notary
Public in and for the
District
of Columbia
Name:
Olivia
M.
Kerr
My
Commission Expires: 1-14-07
STATE
OF
_____________ )
) ss
COUNTY
OF
___________ )
STATE
OF
NEW YORK )
) ss
COUNTY
OF
NEW YORK )
I,
Jasmine E. Rosario, a notary public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Vincent P. Costanzo, the Director of TEACHERS
INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, personally known to me to be
the
same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that he signed, sealed and
delivered the said instrument in his capacity as Director of such corporation
as
his free and voluntary act, for the uses and purposes therein set
forth.
GIVEN
under my hand and official seal, this 24th
day of
March, 2006.
/s/
Jasmine E. Rosario
Notary
Public
My
commission expires:
October
25, 2008
EXHIBIT
A
LEGAL
DESCRIPTION
Lot
6,
Block “A,” Lantana Lot 6, Block A, a Subdivision in Travis County, Texas,
according to the map or plat thereof, recorded in Volume 100, Page(s) 1-2
of the
Plat Records of Travis County, Texas, as corrected by instrument recorded
in
Volume 13064, Page 278 of the Real Property Records of Travis County,
Texas.
|
NEWS
RELEASE
|
|
|
NASDAQ
Symbol: “STRS”
|
|
|
Stratus
Properties Inc.
|
Financial
and Media Contact:
|
|
98
San Jacinto Blvd. Suite 220
|
William
H. Armstrong III
|
|
Austin,
Texas 78701
|
(512)
478-5788
|
STRATUS
PROPERTIES INC.
ANNOUNCES
COMPLETION OF SALE OF
7000
WEST
AUSTIN,
TX,
March
29, 2006 - Stratus Properties Inc. (NASDAQ: STRS) announced today the completion
of the sale of its two 70,000-square-foot
office buildings at 7000 West William Cannon Drive (7000 West), known as the
Lantana Corporate Center, to
CarrAmerica Lantana, LP for
$22.3
million. The purchaser
paid $10.6 million cash to Stratus at closing and assumed the $11.7 million
principal balance remaining under Stratus’ 7000 West project loan. Stratus
intends to use the net proceeds from the sale to reduce its other
outstanding debt. Stratus will report an approximate $10 million gain on the
transaction in its first-quarter 2006 results.
William
H. Armstrong III, Chairman of the Board, President and Chief Executive Officer
stated “The sale of 7000 West is consistent with our commitment to create value
by securing and maintaining development entitlements and then developing and
building high-quality real estate projects on our properties.”
Stratus
is a diversified real estate company engaged in the acquisition, development,
management and sale of commercial, multi-family and residential real estate
properties located primarily in the Austin, Texas area.
____________________________
A
copy of
this press release and additional information about our company are available
on
our website at http://www.stratusproperties.com.
# # #