Archstone-Smith will pay its last regular quarterly dividend on May 31 to common shareholders of record as of May 16. Unitholders of Archstone-Smith Operating Trust, the operating entity through which Archstone-Smith conducts substantially all of its business and which owns substantially all of its assets, will be offered the opportunity to elect to receive $60.75 per unit in cash or a newly issued preferred unit in Archstone-Smith Operating Trust. With regard to Archstone-Smith's Series I preferred shares, at the election of the buyer it is currently expected they either will be redeemed at the liquidation preference of $100,000 per share plus accrued but unpaid dividends through the closing date of the merger or be converted into preferred shares of the surviving entity in the merger.

Bank of America is providing some or all of the debt financing associated with the transaction. Archstone-Smith's financial and legal advisors were Morgan Stanley and Hogan & Hartson LLP, respectively. Tishman Speyer's legal counsel included Wachtell, Lipton, Rosen & Katz, DLA Piper LLP, Schulte Roth and Zabel LLP and Veneble LLP. Weil Gotshal & Manges LLP and Cadwalader, Wickersham & Taft LLP provided legal advice to Lehman Brothers Inc. Kirkland & Ellis LLP provided legal advice to Bank of America.