JENKINTOWN, Pa., March 3 /PRNewswire-FirstCall/ -- American FinancialRealty Trust (NYSE: AFR) (the "Company") today commenced a cash tenderoffer to purchase any and all of the outstanding $450,000,000 principalamount of the Company's 4.375% Convertible Senior Notes due 2024 (the"Notes"). The tender offer is scheduled to expire at 12:00 midnight, NewYork City time, on March 28, 2008, unless extended or earlier terminated. The Company is offering to purchase the Notes at a purchase price equalto $1,000.00 per $1,000 principal amount of Notes validly tendered and notwithdrawn, plus accrued and unpaid interest up to, but not including, thepayment date. The tender offer is being made pursuant to the terms andconditions set forth in the Offer to Purchase dated March 3, 2008 for theNotes and the related Letter of Transmittal. The tender offer is subject to the satisfaction of certain conditions,including consummation of the merger (the "Merger") of an indirectsubsidiary of Gramercy Capital Corp. ("Gramercy") with and into the Companypursuant to the previously announced Agreement and Plan of Merger, dated asof November 2, 2007, by and among Gramercy, GKK Capital LP, GKK StarsAcquisition LLC, GKK Stars Acquisition Corp., GKK Stars Acquisition LP, theCompany and First States Group, L.P. The tender offer is not conditionedupon the tender of a minimum amount of Notes and is not subject to afinancing condition. The Company intends to fund its purchase of the Notesthrough funds to be received from Gramercy or its affiliates and from theproceeds of financing activities undertaken by Gramercy or its affiliatesin connection with the completion of the Merger. The completion of thetender offer is not a condition to completion of the Merger. Global Bondholder Services is the information agent for the tenderoffers. Requests for documentation should be directed to Global BondholderServices at (866) 540-1500 (toll-free). Additional Information and Where to Find It This press release is for informational purposes only and is not anoffer to purchase, a solicitation of an offer to purchase or a solicitationof consent with respect to any securities and no recommendation is made asto whether or not holders of the Notes should tender their Notes pursuantto the tender offer. The tender offer is being made solely pursuant to theapplicable Offer to Purchase and the related Letter of Transmittal whichset forth the complete terms of the tender offer. Copies of the Offer toPurchase, Letter of Transmittal and other related documents will be filedwith the U.S. Securities and Exchange Commission (the "SEC") today asexhibits to the Company's Tender Offer Statement on Schedule TO. Thesedocuments contain important information about the Company, the Notes, thetender offer and related matters. Investors and security holders are urgedto read carefully the Schedule TO and all exhibits thereto, including theOffer to Purchase and Letter of Transmittal. Investors and security holderscan obtain free copies of the Schedule TO, the Offer to Purchase, theLetter of Transmittal and other documents filed with the SEC by the Companythrough the website maintained by the SEC at http://www.sec.gov. Forward Looking Statements This press release contains "forward-looking statements" within themeaning of Section 27A of the Securities Act of 1933 and Section 21E of theSecurities Exchange Act of 1934. All statements other than statements ofhistorical facts included in this press release are forward-lookingstatements. All forward-looking statements speak only as of the date ofthis press release. Such forward-looking statements involve known andunknown risks, uncertainties and other factors that may cause the actualresults, performance, achievements or transactions of the Company, Gramercyand their affiliates or industry results or the benefits of the proposedtransaction to be materially different from any future results,performance, achievements or transactions expressed or implied by suchforward-looking statements. Such risks, uncertainties and other factorsrelate to, among others, the satisfaction of closing conditions to theMerger, difficulties encountered in integrating the companies and theeffects of general and local economic conditions, interest rates, capitalmarket conditions, bankruptcies and defaults of borrowers or tenants inproperties securing the companies' investments, and other factors, whichare beyond the companies' control. Additional information or factors whichcould impact the companies and the forward-looking statements containedherein are included in each company's filings with the Securities andExchange Commission. The companies assume no obligation to update orsupplement forward-looking statements that become untrue because ofsubsequent events. About American Financial Realty Trust American Financial Realty Trust is a self-administered, self-managedreal estate investment trust that acquires properties from, and leasesproperties to, regulated financial institutions. The Company through itsoperating partnership and various affiliates owns and manages its assetsprimarily under long-term triple net and bond net leases with banks. TheCompany is traded on the New York Stock Exchange under the ticker symbolAFR. For more information on American Financial Realty Trust, visit theCompany's website at http://www.afrt.com.
