Prime Group Realty Trust Announces Approval of Merger with Five Mile Capital Partners at Special Meeting of Common and Series B Preferred Shareholders Held December 5, 2012

CHICAGO--()--Prime Group Realty Trust (OTC PINK: PMGEP) (the “Company”) announced today that the Company’s common and Series B preferred shareholders approved the merger of the Company (the “Merger”) with an affiliate of Five Mile Capital Partners LLC (“Five Mile”), a Connecticut-based alternative investment and asset management company at a special meeting held in Chicago. Under Maryland law and the Company’s charter, the affirmative vote of the holders of a majority of the Company’s 6,250,000 outstanding common shares and at least 2/3rds of the Company’s 4,000,000 outstanding Series B preferred shares were required to approve the Merger. (Five Mile holds 100% of the Company’s outstanding common shares and 65.41% of the Series B preferred shares.) At today’s special meeting, the Merger received the requisite votes required for approval: All of the common shares of the Company, consisting of 6,250,000 common shares, voted in favor of the Merger, and the vote of the Series B preferred shares was 2,955,285 preferred shares in favor of the Merger (including all shares owned by Five Mile), 90,608 preferred shares against the Merger, and 600 abstentions. Accordingly, the Merger was approved by 97% of the Series B preferred shares voting at the meeting and 74% of the total number of issued and outstanding Series B preferred shares.

As previously announced, 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 and Five Mile and various of its affiliates. Plaintiff seeks declaratory and injunctive relief, including enjoining the completion of the proposed Merger. The Company believes that the allegations contained in the complaint are without merit and is defending the action vigorously. The Company and Five Mile will delay the closing of the Merger until the earlier of December 13, 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.

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.

Contacts

Prime Group Realty Trust
Jeffrey A. Patterson, 312-917-1300
Chairman, President and CEO
or
Five Mile Capital Partners LLC
James Glasgow, 203-905-0950
Managing Director

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Contacts

Prime Group Realty Trust
Jeffrey A. Patterson, 312-917-1300
Chairman, President and CEO
or
Five Mile Capital Partners LLC
James Glasgow, 203-905-0950
Managing Director