Baltimore, MD -- (SBWire) -- 03/21/2011 -- In what is expected to be a multi-million-dollar transaction, Chicago-based Prime Group Realty Trust (PINK SHEETS: PMGEP) and Five Mile Capital Partners LLC, a Connecticut-based alternative investment and asset management company, jointly announced that affiliates of Five Mile have signed a definitive merger contract and other agreements to acquire the REIT. The deal is expected to close in the second half of 2011.

In a prepared statement, the parties say Five Mile will acquire Prime Group for $5 in cash per share for the company’s 9% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series B Preferred Shares”).

There are currently no common shares of beneficial interest of the company outstanding. Prime Group’s Board of Trustees has approved the merger agreement and plans to submit the merger for approval by the holders of the Series B Preferred Shares.

Following completion of the transaction, the Company’s Series B Preferred Shares will cease to be traded as an over-the-counter security.

The Company and Five Mile also announced that an affiliate of Five Mile and a Prime Group affiliate have signed a joint venture contract on the ownership, management and operation 330 N. Wabash Avenue, a Chicago office building landmark.

The joint venture contract calls for the pay down of $20 million of principal and the additional reduction of the principal by $20 million; the extension of the maturity date to Jan. 31, 2016; the reduction of the loan commitment to $128 million (of which $30 million remains available to be drawn for tenant improvement, building redevelopment and other costs); and providing certain additional contingent interest to the lenders not to exceed $20 million. Five Mile also agreed to provide up to $75 million of additional capital to the joint venture.

“We are pleased to have entered into a merger agreement that provides a cash purchase price to the holders of our Series B Preferred Shares at a premium of approximately 10.5% over the average trading closing price from May 14, 2010 through February 14, 2011,” Jeffrey A. Patterson, the company’s President and Chief Executive Officer, said in the statement.

“The Series B Shares have been thinly traded and we are happy to provide a cash offer that allows all of the holders to receive this price. We look forward to closing the transaction with Five Mile.”

He added, “The joint venture with Five Mile for the 330 N. Wabash property provides the capital resources necessary to lease up the property to stabilization.”

The closing of the merger agreement is subject to various customary conditions, including the approval by at least 2/3 of the holders of the Series B Preferred Shares.

The transaction is not subject to any financing condition. The joint venture related to the property located at 330 N. Wabash Avenue in Chicago, Illinois and the debt refinancing are not contingent on the completion of the merger, according to the statement.

Prime Group Realty Trust currently owns two office properties totaling 230,000 net rentable square feet and interests in two joint ventures that own two office properties comprised of about 1.24 million net rentable square feet.

The Company leases and manages about 1.24 million square feet comprising all of its wholly-owned properties and its 330 N. Wabash Avenue joint venture property.

Five Mile Capital Partners LLC is a privately-held alternative investment and asset management company established in 2003 and based in Stamford, CT. The firm currently manages about $2 billion of capital.

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02/22/11 8:00 AM EST

Posted by Alex Finkelstein