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09/28/1999

TriNet and Starwood Financial Mail Materials to Stockholders

AT STARWOOD FINANCIAL: AT TRINET:
Spencer B. Haber Elisa F. DiTommaso
Executive Vice President – Finance and CFO Senior Vice President – Finance and CFO
(212) 930-9400 (415) 391-4300
MEDIA INQUIRIES: INVESTOR INQUIRIES:
Eric Berman, Adam Weiner or Sarah Zitter Milstein Innisfree M&A Incorporated
Kekst and Company (888) 750-5834
(212) 521-4800

 

Stockholders Urged to Vote for Merger upon Receipt of Proxy Materials
Interactive Investor Presentation Available on Internet

 

SAN FRANCISCO and NEW YORK September 28, 1999 – Starwood Financial Trust (ASE: APT) and TriNet Corporate Realty Trust, Inc. (NYSE: TRI) announced today that the companies have mailed to TriNet stockholders and Starwood Financial shareholders the proxy materials necessary to vote on the proposed merger of the two companies announced in June 1999.

The special meetings for stockholders of both companies to vote on the proposed merger will be held on November 3, 1999. Shareholders of record as of September 17, 1999 will be eligible to vote at the special meetings.

Attached is the text of the letter to TriNet stockholders from Robert Holman, Chairman, Chief Executive Officer, and a founder of TriNet, which was included in the materials mailed by TriNet.

TriNet stockholders and Starwood Financial shareholders are urged to review the proxy materials carefully, and to mark, sign, date and return the proxy cards included with the materials as soon as possible. Proxy cards must be received by TriNet no later than 8:00 a.m. Pacific time on November 3, 1999, when the company will hold its special stockholders meeting.

As required by TriNet’s board prior to signing the definitive merger agreement between TriNet and Starwood Financial, Starwood Financial shareholders, representing approximately 99% of Starwood Financial’s outstanding voting interests, have already agreed to vote in favor of the merger.

TriNet stockholders and Starwood Financial shareholders are invited to view and listen to an interactive presentation on the pending merger on the Internet beginning on Tuesday, September 28, 1999 at 9:00 a.m. Eastern time. This presentation can be accessed through Investor Broadcast Network’s Vcall Web site at www.vcall.com (enter ticker symbol "APT"). The presentation will be available on the Vcall site until November 3, 1999.

Stockholders with questions about the TriNet-Starwood Financial merger, or about the proxy process, should call the companies’ information agent, Innisfree M&A, toll-free at 888-750-5834.

TriNet Corporate Realty Trust, Inc. is the largest publicly-traded company specializing in the net leasing of corporate office and warehouse distribution properties. TriNet provides capital to major corporations and real estate owners nationwide by structuring purchase/leaseback transactions and acquiring properties subject to existing long-term leases to creditworthy office and industrial tenants. The company’s portfolio contains 143 properties comprising more than 19 million square feet in 25 states and is 96% leased. Additional information on TriNet Corporate Realty Trust, Inc. is available on the company’s Web site at http://www.tricorp.com.

Starwood Financial is the leading publicly-traded finance company focused exclusively on the commercial real estate industry. The company, which is taxed as a real estate investment trust, provides structured mortgage, mezzanine and lease financing through its proprietary origination, acquisition and servicing platform. The company’s mission is to maximize risk-adjusted returns on equity by providing innovative and value-added financing solutions to the real estate industry.

 

letter FROM ROBERT HOLMAN to follow

Dear Fellow TriNet Stockholder:

 

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

I am writing to you not only as a founder, Chief Executive Officer and Chairman of our company, but also as someone who, like you, has a significant investment in TriNet and wishes to see that investment grow in value.

Our merger with Starwood Financial Trust will create the largest publicly-traded finance company in the United States focused exclusively on commercial real estate. Your board believes that you will benefit from the merger because, among other things, your quarterly dividend per TriNet share is expected to increase and you will own a security with significantly improved growth prospects.

Starwood Financial is a leading structured finance company that delivers financing solutions to the real estate industry. It offers a creative, entrepreneurial approach to providing investment capital to its borrowers and corporate customers. More than 80% of its asset portfolio consists of secured loans and credit tenant leases, and it has never had a default in its six-year history. In the six quarters it has been a public company, Starwood Financial has provided a growing and secure yield to its investors, increasing its earnings and dividend every quarter. Over that period, it has grown its basic earnings per share by 67.5% and its dividends per share by 22.9%.

TriNet’s credit tenant lease business also provides capital to major corporations and real estate owners nationwide by structuring longer-term purchase/leaseback transactions and acquiring properties subject to existing long-term leases.

All of the members of your Board of Directors believe that TriNet and Starwood Financial have a very strong strategic fit because of their complementary businesses. Together, we can offer a full range of structured financing products to the commercial real estate community on a scale comparable to the largest commercial finance companies.

 

You are invited to attend a special meeting of the TriNet stockholders, which will be held on November 3, 1999 at the Park Hyatt San Francisco, 333 Battery Street, San Francisco, California 94111 at 8:00 a.m., local time. At the special meeting, we will seek your approval of the merger and the merger agreement, which have been unanimously approved by your Board. We urge you to vote FOR the merger proposal. Please remember that your vote will help make the merger happen and not voting is a vote against the merger.

Your Board’s decision to enter into the proposed merger began in September 1998 with the reexamination of TriNet’s strategy. After this review, the Board concluded that as an independent company, TriNet did not have the business attributes necessary to achieve appropriate growth in earnings and cash flow and, consequently, an adequate total return to its shareholders. In particular, the following concerns were considered:

  1. The significant stock market underperformance of TriNet’s stock price relative to the REIT indices and to other triple net REITs.
  2. TriNet’s significant constraints on creating value for stockholders and the risk of further declines in TriNet’s stock price.
  3. TriNet’s status as a relatively small niche company and its lack of asset diversity relative to larger real estate companies, and its related exposure to lease rollover risks and risks associated with asset concentration.
  4. The current lack of equity capital available in the public markets at an attractive cost to equity REITs generally and TriNet particularly.
  5. The limited growth prospects of TriNet, particularly because of the increasing cost and limited availability of equity capital.
  6. The desire to dispose of some of TriNet’s prior investments involving multi-tenant properties and speculative development projects and, to some extent, shorter-term leases, which are inconsistent with TriNet’s longer-term core credit tenant lease strategy.

Early in 1999, your Board considered a wide range of alternatives to address these challenges. We contacted a number of potential merger partners or acquirers and discussed a variety of possible transactions. Your Board determined that the alternative proposals to acquire TriNet were inferior in value to the shareholder value created by the merger with Starwood Financial. In making this determination, your Board considered the independent valuation of Starwood Financial and the combined company made by Greenhill & Co., LLC, TriNet’s financial advisor. Your Board also focused on the tax-free nature of the merger to TriNet’s shareholders and the ability of TriNet’s shareholders to participate in the potential future growth and expected attractive dividend yield of the combined company, none of which benefits would be realized in a cash transaction alternative.

I would like to highlight a few reasons why your Board recommends that you vote for the merger, and how we believe that the merger addresses the challenges facing our company, maintains a secure dividend for our shareholders and positions us for future growth.

  • Proven Success, Sharper Focus: Starwood Financial’s structured financing techniques, dynamic leadership, and proven track record of superior returns on invested capital will enable TriNet to sharpen its focus on its core credit tenant lease strategy.
  • Larger, More Diverse Enterprise: We will benefit from the advantages of a much larger enterprise with real estate assets diversified across product type and geographic region, reducing exposure to such risks as lease rollovers and asset concentration.
  • Increased Dividend: In the first full quarter after the merger is completed, we currently expect to be able to raise your dividend to an annualized rate equivalent to $2.76 per TriNet share (which is $2.40 per share of the combined company’s stock multiplied by the exchange ratio in the merger of 1.15:1), a $0.16 increase from the current annualized rate of $2.60.
  • Secure Returns: Starwood Financial’s stable asset portfolio, more than 80% of which consists of secured loans and credit tenant leases, combined with TriNet’s predictable cash flow, should provide you with a secure return on your investment. In its six-year history, Starwood Financial has originated or acquired over $2.7 billion of financings and has never had a loss.
  • Improved Access to Capital: The combined company should have improved access to larger amounts and more diverse forms of capital at an attractive cost, providing TriNet with the capital it needs to fuel growth and take advantage of available credit tenant lease opportunities.

 

All of the members of your Board are firmly committed to the combined company. We strongly believe there is no better alternative available, either as an independent company or in an alternative transaction, to maximize value for our shareholders.

As a sign of confidence in the combined company’s prospects, all of your directors have entered into option standstill agreements with Starwood Financial, which means we have agreed not to sell any of the equity in TriNet we have earned since 1993 for at least 12 months following the completion of the merger.

The merger cannot be completed unless holders of at least 66 2/3% of the outstanding common stock of TriNet approve it. We have scheduled a special meeting of the stockholders to vote on the merger.

YOUR VOTE IS VERY IMPORTANT

Whether or not you plan to attend the meeting, please take the time to vote by completing and mailing the enclosed proxy card. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote in favor of the merger. Failure to return your proxy card will have the same effect as a vote against the merger. The other directors and I urge you to vote FOR the merger. More detailed voting instructions are included in the accompanying joint proxy statement and prospectus.

The accompanying joint proxy statement and prospectus also provides you with detailed information about the proposed merger. We encourage you to read it carefully in its entirety. In addition, you may obtain information about Starwood Financial and TriNet from documents each company has filed with the Securities and Exchange Commission. To find out how to obtain these documents, please read the section of the proxy statement and prospectus entitled ‘‘Where You Can Find More Information’’ on page 44.

Yours truly,

Robert W. Holman, Jr.
Chairman and Chief Executive Officer
TriNet Corporate Realty Trust, Inc.

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