Prime/Mansur Investment Partners, LLC is paying $6.70 in cash per common share, a 9% premium above Wednesday's closing price. The joint venture also will assume $598 million in debt, and the deal includes the liquidation value of Series B preferred shares.

"The board believes the transaction is in the best interests of the company and its shareholders," says current chairman Douglas Crocker II. He will be replaced by Mansur after the sale closes, which is expected early next year. In addition, Mansur and Reschke will share the chief executive officer role.

"Prime has a solid management team in place and owns an outstanding portfolio of Chicago-area office properties," Mansur says. "Rarely does a portfolio of this quality become available and we were attracted to the opportunity to acquire this quality organization."

Current management, led by president and chief executive officer Jeffrey A. Patterson, recently sold off most of its industrial portfolio for $125 million to focus on its five-million-sf Downtown and suburban office portfolio. They include Bank One Center, 77 W. Wacker Dr. and IBM Plaza Downtown, with Continental Towers in Rolling Meadows the most visible suburban asset. "Although the Chicago office market is going through some tough times, we believe this portfolio is well positioned to attract the best tenants as the market recovers," Reschke says.

Prime Group Realty Trust has been exploring strategic alternatives, ranging from asset sales to an outright sale of the company since 2001. Wachovia Securities was its financial advisor while Winston & Strawn LLP, a firm where former Gov. James R. Thompson, also a former Prime Group Realty Trust board member, is a partner. Skadden, Arps, Slate, Meagher & Flom LLP and Piper Rudnick, LLP advised Prime/Mansur Investment Partners.