Prime Group Realty Trust (OTC PINK: PMGEP) (the “Company”) announced today that on November 21, 2012, Ms. Patricia Fox (the “plaintiff”) filed a putative class action lawsuit in the United States District Court for the Northern District of Illinois against the Company, the Company’s Trustees (Messrs. Jeffrey A. Patterson, James G. Glasgow, Jr., Scott R. Leitman, David L. Reynolds, John M. Sabin, Shawn R. Tominus and George R. Whittemore), and Five Mile Capital Partners LLC and various of its affiliates (“Five Mile”). The action relates to the previously announced Agreement and Plan of Merger dated as of September 28, 2012, between the Company and Five Mile pursuant to which Five Mile agreed to acquire the Company’s outstanding Series B preferred shares (other than shares held by Five Mile) for $5.25 in cash per Series B preferred share, subject to approval of the merger by the holders of a majority of the Company’s common shares and at least 2/3rds of the Company’s Series B preferred shares. In the complaint, the plaintiff alleges, among other things, that (i) the Company and the Company’s trustees breached their contractual obligations with respect to the Series B preferred shares by approving the proposed merger, (ii) the Company’s trustees and Five Mile breached alleged fiduciary duties to the Series B preferred shareholders by approving the proposed merger, and (iii) Five Mile would be unjustly enriched to the detriment of the Series B preferred shareholders as a result of the consummation of the merger. Plaintiff seeks declaratory and injunctive relief, including enjoining the completion of the proposed merger, as well as damages. The Company believes that the allegations contained in the complaint are without merit and intends to defend the action vigorously. The Company may incur significant expenses and costs to defend against the allegations contained in the complaint.
The special meeting of the common and Series B preferred shareholders to approve the proposed merger of the Company with Five Mile will still take place on Wednesday, December 5, 2012. The Company will continue to solicit proxies for such meeting as described in the Company’s press release of October 31, 2012 and on the Company’s website at www.pgrt.com. The Company and Five Mile have agreed to delay the closing of the merger (assuming the requisite common and Series B shareholder approvals are received at the special meeting to be held on December 5, 2012) until the earlier of December 12, 2012 or the resolution of plaintiff’s motion for a preliminary injunction. The instructions for receiving the merger consideration of $5.25 per Series B preferred share will be sent to the Series B shareholders only after the merger is consummated. The paying agent will then arrange for the prompt payment of the merger consideration to each Series B shareholder following receipt of the Series B preferred share certificates and other required documents. In the event that the Company and Five Mile are preliminarily enjoined from completing the merger transaction, the merger agreement may terminate.About Prime Group Realty Trust Prime Group Realty Trust is a self-administered and self-managed real estate investment trust (REIT) which owns, manages, leases, develops and redevelops office and industrial real estate in metropolitan Chicago. The Company currently owns 1 office property containing an aggregate of 167,756 net rentable square feet and interests in one joint venture that owns one office property comprised of approximately 1.14 million net rentable square feet. The Company leases and manages approximately 1.31 million square feet comprising all of its wholly-owned properties and its 330 N. Wabash Avenue joint venture property. For more information about Prime Group Realty Trust, contact the Company's Chicago headquarters at (312) 917-1300 or visit its website at www.pgrt.com. About Five Mile Capital Partners Five Mile Capital Partners LLC is an alternative investment and asset management company established in 2003. The firm specializes in investment opportunities in real estate, debt products, structured finance, asset-based lending and financial services private equity. Five Mile’s Principals have significant experience, knowledge and skills relevant to the financial services industry and believe the cyclical and dynamic nature of the sector continually provides a broad opportunity for investments across the capital structure. The Firm’s headquarters are based in Stamford, Connecticut with an office in New York City. Five Mile has approximately $2 billion in assets under management. For more information, visit www.fivemilecapital.com. Notice To Investors SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT RELATING TO THE SPECIAL MEETING BECAUSE IT CONTAINS IMPORTANT INFORMATION. This communication is not a solicitation of a proxy from any security holder of Prime Group Realty Trust.
The proxy statement and other documents may also be obtained for free from Prime Group Realty Trust by directing such request to Prime Group Realty Trust, Attention: Investors Relations, 330 North Wabash Avenue, Suite 2800, Chicago, Illinois 60611.Prime Group Realty Trust’s trustees, officers and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning the interests of Prime Group Realty Trust’s participants in the solicitation are set forth in the proxy statement. This press release contains certain forward-looking statements which involve known or unknown risks, uncertainties or other factors not under the Company’s control which may cause the actual results, performance or achievement of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements.