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 23, 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 230.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act
(17 CFR 230.13e-4(c))
TABLE OF CONTENTS
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 (collectively, 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, 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 became effective on March 10,
2007. The Purchaser paid an earnest money deposit of approximately $11,000,000. The Purchaser had
the right to terminate the Original Purchase Agreement and receive a refund of the earnest money
deposit until the expiration of a due diligence period on March 26, 2007. The Original Purchase
Agreement provided that if the Purchaser has not terminated the
Original Purchase Agreement by the
expiration of the due diligence period, the earnest money deposit becomes nonrefundable.
On March 23, 2007, Crescent
and the Purchaser entered into a series of amendments to the
Original Purchase Agreement (collectively, the “Amendment”), effective as of March 5, 2007, in
order to extend the due diligence period by one week to April 2, 2007, and to agree to sell an
office property in Austin for an aggregate purchase price of
approximately $75,500,000 in addition to
the hotels included in the Original Purchase Agreement.
The closing of the transactions
contemplated by the Original Purchase Agreement, as amended by
the Amendment (as amended, the “Purchase Agreement”), is subject to the satisfaction of certain
customary closing conditions. There can be no assurance that the conditions will be met or that the
transaction will be consummated. The parties to the Purchase Agreement continue to anticipate that
the closing will occur during the second quarter of 2007. Neither the Company, 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.