0000895345-12-000224.txt : 20120924 0000895345-12-000224.hdr.sgml : 20120924 20120924090227 ACCESSION NUMBER: 0000895345-12-000224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120924 DATE AS OF CHANGE: 20120924 GROUP MEMBERS: MIRELF IV TPGI II LLC GROUP MEMBERS: MIRELF IV TPGI LLC GROUP MEMBERS: MIRELF IV US INVESTMENTS AIV LP GROUP MEMBERS: MIRELF IV US INVESTMENTS II AIV LP GROUP MEMBERS: RONALD M. DICKERMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS PROPERTIES GROUP INC CENTRAL INDEX KEY: 0001283709 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 200852352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80135 FILM NUMBER: 121105502 BUSINESS ADDRESS: STREET 1: 515 SOUTH FLOWER STREET 6TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2136131900 MAIL ADDRESS: STREET 1: 515 SOUTH FLOWER STREET 6TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Madison International Holdings IV, LLC CENTRAL INDEX KEY: 0001552334 IRS NUMBER: 271459361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-688-8777 MAIL ADDRESS: STREET 1: 410 PARK AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 lp13da-thomas_madison.htm lp13da-thomas_madison.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934*

Thomas Properties Group, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

884453101
(CUSIP Number)

Yehuda Hecht
Madison International Realty
410 Park Avenue, 10th Floor
New York, New York 10022

Copies to:

Lee S. Parks
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 18, 2012
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. £

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No. 884453101
 
Page 2 of 10 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Madison International Holdings IV, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)
(b)S
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
10,452,877*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
10,452,877
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    £
10,452,877
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    S
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
14
TYPE OF REPORTING PERSON
OO

*
By virtue of the Stockholders Agreement (as defined in Item 6) described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders (as defined in Item 6) with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders.  See Item 5.
 
 
 
 
 
CUSIP No. 884453101
 
Page 3 of 10 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
MIRELF IV US Investments AIV, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) £
(b) S
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     £
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
8,820,944*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
8,820,994
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    £
8,820,944
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    S
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
14
TYPE OF REPORTING PERSON
PN
 
*
By virtue of the Stockholders Agreement described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders.  See Item 5.
 
 
 
 
 
CUSIP No. 884453101
 
Page 4 of 10 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
MIRELF IV US Investments II AIV, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)
(b)S
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,631,933*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,631,933
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    £
1,631,933
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    S
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14
TYPE OF REPORTING PERSON
PN

*
By virtue of the Stockholders Agreement described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders.  See Item 5.
 
 
 
 
CUSIP No. 884453101
 
Page 5 of 10 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
MIRELF IV TPGI, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)
(b)S
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
7,338,023*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
7,338,023
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    £
7,338,023
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    S
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
14
TYPE OF REPORTING PERSON
OO

*
By virtue of the Stockholders Agreement described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders.  See Item 5.
 
 
 
 
 
CUSIP No. 884453101
 
Page 6 of 10 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
MIRELF IV TPGI II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)
(b)S
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,357,630*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,357,630
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    £
1,357,630
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    S
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14
TYPE OF REPORTING PERSON
OO

*
By virtue of the Stockholders Agreement described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders.  See Item 5.
 
 
 
 
 
CUSIP No. 884453101
 
Page 7 of 10 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Ronald M. Dickerman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)
(b)S
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
10,452,877*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
10,452,877
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    £
10,452,877
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    S
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
14
TYPE OF REPORTING PERSON
IN

*
By virtue of the Stockholders Agreement described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders.  See Item 5.
 
 
 
 
 
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed on June 21, 2012 (as amended and supplemented from time to time, the “Schedule 13D”) by MIRELF IV TPGI, LLC (“MIRELF IV TPGI”), MIRELF IV TPGI II, LLC (“MIRELF IV TPGI II”), MIRELF IV US Investments AIV LP (“US Investments AIV”), MIRELF IV US Investments II AIV LP (“US Investments II AIV”), Madison International Holdings IV, LLC (“Holdings”) and Ronald M. Dickerman (“Mr. Dickerman” and, together with MIRELF IV TPGI, MIRELF IV TPGI II, US Investments AIV, US Investments II AIV and Holdings, the “Reporting Persons”), with respect to the common stock, par value $0.01 per share (“Common Stock”), of Thomas Properties Group, Inc. (the “Issuer”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as herein amended or supplemented, all other information in the Schedule 13D is as set forth therein.
 
This Schedule 13D is hereby amended as follows:

ITEM 4.
PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
 
Subscription Agreement by and among MIRELF IV REIT Austin, LLC, Thomas Properties Group, L.P., and TPG Austin Partner, LLC
 
As of September 17, 2012, MIRELF IV REIT Austin, LLC, a Delaware limited liability company and indirect subsidiary of Holdings, (“Madison Austin”), Thomas Properties Group, L.P., a Maryland limited partnership and direct subsidiary of Issuer (“TPG LP”), and TPG Austin Partner, LLC, a Delaware limited liability company and subsidiary of TPG LP (“TPG Austin Partner”), entered into a Subscription Agreement (the “Subscription Agreement”) whereby (a) Madison Austin will acquire a 33.33% limited liability company membership interest in TPG Austin Partner, (b) TPG LP and Madison Austin will enter into an Amended and Restated Limited Liability Company Agreement of TPG Austin Partner (the “TPG Austin Partner Agreement”), and (c) TPG Austin Partner will distribute the Madison Austin contribution to TPG LP. The Subscription Agreement requires Madison Austin to contribute approximately $35 million, plus interest at 9% per annum until the funds are contributed, as its initial capital contribution.   The Subscription Agreement contains customary closing conditions.  The closing is currently expected to occur on or before September 30, 2012, (the “Closing Date”), subject to the satisfaction of such closing conditions.
 
On the Closing Date, TPG LP and Madison Austin intend to enter into the TPG Austin Partner Agreement, the purpose of which is to set forth the respective rights and obligations of TPG LP and Madison Austin as members of TPG Austin Partner. TPG LP is the sole Managing Member of TPG Austin Partner. The sole business and purpose of TPG Austin Partner will be to engage in activities and exercise powers that are related or incidental to holding an interest in TPG/CalSTRS Austin, LLC, a Delaware limited liability company and indirect subsidiary of TPG LP and Issuer.  Madison Austin and TPG LP will each agree to contribute additional capital to TPG Austin Partner as required for the business of TPG/CalSTRS Austin, LLC, up to limits specified in the TPG Austin Partner Agreement.

 
Operating Agreement of TPG/CalSTRS Austin, LLC
 
As of September 17, 2012, California State Teachers’ Retirement System, a public entity (“CalSTRS”), and TPG Austin Partner entered into the Operating Agreement of TPG/CalSTRS Austin, LLC (the “Austin Operating Agreement”).  The sole purpose of TPG/CalSTRS Austin, LLC is to (a) enter into the Purchase and Sale Agreement (as defined below) and consummate the acquisition, ownership, renovation, management, financing, leasing, operation and maintenance of the Portfolio (as defined below), (b) hold the  Portfolio for investment purposes until  disposition, and (c) conduct other activities with respect to, and realize and optimize the economic return from, the Portfolio.  Each of CalSTRS and TPG Austin Partner has a 50% interest in the capital, profits and losses, and distributions of and from TPG/CalSTRS Austin, LLC.
 
 
Purchase and Sale Agreement
 
On September 18, 2012, TPG-401 Congress REIT LLC, TPG-300 West 6th Street REIT LLC, TPG-San Jacinto Center REIT LLC, TPG-One Congress Plaza REIT LLC, TPG-One American Center REIT LLC, TPG-Park 22 REIT LLC, TPG-Westech 360 REIT LLC, and TPG-Great Hills Plaza REIT LLC, each a Delaware limited liability company and indirect subsidiary of Issuer (“Sellers”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with TPG/CalSTRS Austin, LLC, pursuant to which TPG/CalSTRS Austin, LLC agreed to acquire all of the equity interests in TPG-Austin Portfolio Holdings, LLC, the indirect owner of an eight-building, approximately three-million square foot portfolio of office properties in downtown and suburban Austin, Texas (the “Portfolio”).
 
The description of the Subscription Agreement herein, including the description of its Exhibit B, the TPG Austin Partner Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, including its Exhibit B, the TPG Austin Partner Agreement, a copy of which is filed as Exhibit 2.3 to the Issuer’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 21, 2012.
 
The description of the Austin Operating Agreement herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Austin Operating Agreement, a copy of which is filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on September 21, 2012.
 
The description of the Purchase and Sale Agreement herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on September 21, 2012.
 
The Issuer’s press release dated September 19, 2012 announcing the acquisition of the Portfolio is filed as Exhibit 99.8 to this Schedule 13D and incorporated herein by reference.


ITEM 7.                                MATERIAL TO BE FILED AS EXHIBITS
 
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Exhibit 99.5:
Subscription Agreement by and among MIRELF IV REIT Austin, LLC, Thomas Properties Group, L.P., and TPG Austin Partner, LLC dated September 17, 2012 (filed as Exhibit 2.3 to the Issuer’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 21, 2012 and incorporated herein by reference).
 
Exhibit 99.6:
Operating Agreement of TPG/CalSTRS Austin, LLC dated September 17, 2012 (filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on September 21, 2012 and incorporated herein by reference).
 
Exhibit 99.7:
Purchase and Sale Agreement Between TPG-401 Congress REIT LLC, TPG-300 West 6th Street REIT LLC, TPG-San Jacinto Center REIT LLC, TPG-One Congress Plaza REIT LLC, TPG-One American Center REIT LLC, TPG-Park 22 REIT LLC, TPG-Westech 360 REIT LLC, and TPG-Great Hills Plaza REIT LLC as Sellers and TPG/CalSTRS Austin, LLC As Purchaser dated September 18, 2012 (filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on September 21, 2012 and incorporated herein by reference).
 
Exhibit 99.8:
Press Release of Thomas Properties Group, Inc. dated September 19, 2012.
 
 
 
 
Signature
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 24th day of September, 2012
 
MIRELF IV US INVESTMENTS AIV LP
 
MIRELF IV US INVESTMENTS II AIV LP
   
 
 
 
By:
Madison International Holdings IV, LLC,
 
By:
Madison International Holdings IV, LLC,
 
its general partner
 
 
its general partner
   
 
 
 
By:
/s/ Ronald Dickerman
 
By:
/s/ Ronald Dickerman
 
Ronald Dickerman, Managing Member
 
 
Ronald Dickerman, managing member
 
 
 
 
 
MIRELF IV TPGI, LLC
 
MIRELF IV TPGI II, LLC
   
 
 
 
By:
MIRELF IV US Investments AIV LP,
 
By:
MIRELF IV US Investments II AIV LP,
 
its managing member
 
 
its managing member
         
By:
Madison International Holdings IV, LLC,
  
By:
Madison International Holdings IV, LLC,
 
its general partner
 
 
 its general partner
         
By:
/s/ Ronald Dickerman
 
By:
/s/ Ronald Dickerman
 
Ronald Dickerman, managing member
 
  
Ronald Dickerman, managing member
   
 
    
MADISON INTERNATIONAL HOLDINGS IV, LLC
 
RONALD DICKERMAN
   
 
 
 
By:
/s/ Ronald Dickerman
 
  
/s/ Ronald Dickerman
 
Ronald Dickerman, managing member
 
 
  
 
 
 
 
 
 
 
 EX-99.8 2 pressrelease.htm pressrelease.htm
 
 
Exhibit 99.8
 
 
 
THOMAS PROPERTIES GROUP ANNOUNCES ACQUISITION OF AUSTIN OFFICE PORTFOLIO

LOS ANGELES—Business Wire—September 19, 2012—Thomas Properties Group, Inc. (NASDAQ: TPGI) today announced that it and California State Teachers’ Retirement System  (“CalSTRS”) have jointly acquired an eight-building, three million-square-foot portfolio of office properties in downtown and suburban Austin, Texas.  The portfolio was purchased from TPG-Austin Portfolio Syndication Partners, a venture among Lehman Brothers Holdings Inc. (50%), an offshore sovereign wealth fund (25%) and TPG/CalSTRS, LLC (25%).

Thomas Properties Group and CalSTRS have formed a new venture, known as TPG/CalSTRS Austin, LLC, to own the Austin portfolio. Thomas Properties Group’s subsidiary is the managing member with a 50% interest and CalSTRS owns the remaining 50% interest.

Concurrently, Thomas Properties Group has entered into an agreement with an affiliate of Madison International Realty whereby its affiliate will acquire a one-third interest in Thomas Properties Group’s subsidiary that owns the interest in TPG/CalSTRS Austin, LLC.  Thomas Properties Group is the managing member of the subsidiary and will act on its behalf as the manager of TPG/CalSTRS Austin, LLC.

The portfolio was purchased for $859 million before prorations and adjustments.  As part of the purchase price, TPG/CalSTRS Austin, LLC assumed five existing first mortgage loans totaling $626 million.  The transaction reduced the existing leverage on the portfolio by repaying approximately $200 million owed to Lehman Commercial Paper, Inc.  Thomas Properties Group retains all operating responsibilities for the properties and the existing Austin leasing and management team will remain in place.

Thomas Properties Group Chairman and CEO James Thomas said “In keeping with our strategic plan to acquire wholly-owned or equally-controlled properties that are accretive to our after tax cash flow, we are pleased with the opportunity to increase our investment in Austin and more particularly, in a group of assets that we consider to be crown jewels.  We are very encouraged by the continued strength in the Austin market and the prospects for future growth.”

“These are dynamic properties in a fast-growing market that continues to demonstrate strong fundamentals,” said Ronald Dickerman, president of Madison International Realty.  “The portfolio fits well with Madison’s investment strategy focusing on the acquisition of partial interests in core assets.”

The  Austin portfolio includes five downtown Austin properties known as Frost Bank Tower, 300 West 6th Street, One American Center, San Jacinto Center and One Congress Plaza, as well as three suburban properties known as Westech 360, Park Centre and Great Hills Plaza in Northwest Austin.  Separately, Thomas Properties Group also owns Four Points Centre in Far Northwest Austin and operates downtown’s 816 Congress and Austin Center for owner Lehman Brothers Holdings Inc.


About Thomas Properties Group
Thomas Properties Group, Inc., based in Los Angeles, is a full-service real estate company that owns, acquires, develops and manages primarily office, as well as mixed-use and residential properties on a nationwide basis. The company's primary areas of focus are the acquisition and ownership of premier properties, both on a consolidated basis and through its strategic joint ventures, property development and redevelopment, and property management and leasing activities. For more information about Thomas Properties Group, Inc., please visit www.tpgre.com.

About Madison International Realty
Madison International Realty (www.madisonint.com) is a leading liquidity provider to real estate investors and companies worldwide. Madison provides strategic equity capital for recapitalizations, partner buyouts and balance sheet restructurings through the acquisition of joint venture, limited partner and co-investment interests as principals and invests in equity securities of undervalued public companies. With approximately $1 billion in assets under management, Madison invests in direct secondary transactions and directly in companies focused on Class A properties and portfolios in the U.S., U.K., and Western Europe. Founded in 1996, Madison has offices in New York, London and Frankfurt, Germany.

About the California State Teachers’ Retirement System
The California State Teachers’ Retirement System, with a portfolio valued at $152.1 billion as of July 31, 2012, is the largest teacher pension fund and second largest public pension fund in the United States. CalSTRS administers a hybrid retirement system, consisting of traditional defined benefit, cash balance and voluntary defined contribution plans, as well as disability and survivor benefits. CalSTRS serves California's 856,000 public school educators and their families from the state’s 1,600 school districts, county offices of education and community college districts.

Forward Looking Statements
Statements made in this press release that are not historical may contain forward-looking statements. Although TPGI believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, these statements are subject to numerous risks and uncertainties. Factors that could cause actual results to differ materially from TPGI’s expectations include actual and perceived trends in various national and economic conditions that affect global and regional markets for commercial real estate services (including interest rates), the availability of credit and equity investors to finance commercial real estate transactions, our ability to enter into or renew leases at favorable rates, which can be impacted by the financial condition of our tenants, risks associated with the success of our development and property redevelopment projects, general volatility in the securities and credit markets, and the impact of tax laws affecting real estate. For a discussion of some of the factors that may cause our results to differ from management’s expectations, see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2011 and our subsequent Form 10-Q quarterly reports, each of which is filed with the Securities and Exchange Commission. TPGI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

###

Investor Relations Contact:
Thomas Properties Group, Inc.
Diana Laing
Chief Financial Officer
213-613-1900

Media Contact:
Casey & Sayre
Karen Diehl
310-473-8090

For Madison International Realty:
Michelle Manoff
Rubenstein Public Relations
212-843-8051
mmanoff@rubensteinpr.com