Global Edition

American Golf Corporation in $1.1 billion deal

11.00am 17th September 2002 - Property

National Golf Properties (NYSE:TEE) (“National Golf”), a real estate investment trust, has announced that its board of directors and its independent committee have approved the sale of the company to an investor group comprised of Goldman Sachs’ GS Capital Partners 2000, L.P., (“GS Capital Partners”), Goldman Sachs’ Whitehall Street Real Estate Fund 2001 (“Whitehall”) and Starwood Capital Group’s SOF VI U.S. Holdings, LLC (“Starwood Capital”).

GS Capital Partners, Whitehall, and Starwood Capital announced that, in conjunction with the transaction, they will also purchase the outstanding equity interests of American Golf Corporation (“American Golf”), a privately-held company that leases and operates nearly all of National Golf’s properties, and certain of its affiliates. The combined transaction is valued at $1.1 billion and includes full repayment of all existing National Golf and American Golf indebtedness. The transaction is expected to close in early 2003, subject to customary closing conditions including shareholder and regulatory approvals. Under the agreement, National Golf shareholders and common unit holders will receive $12.00 per share in cash or per unit, less any dividends or distributions paid prior to the closing of the transaction.

The companies will continue to own, lease or manage over 250 municipal, daily fee, resort and private golf courses and clubs, with more than 50,000 members, primarily in the United States as well as in the United Kingdom, Australia, and Japan. The companies will maintain a strong presence in highly desirable golf markets including southern California, the San Francisco Bay area, New York City, Atlanta, Hilton Head Island, Chicago and Las Vegas.

“The Independent Committee is pleased to recommend this transaction to NGP’s public shareholders. We believe we have maximized shareholder value by conducting a thorough analysis of strategic alternatives and running a competitive process,” said Charles S. Paul, Chairman of the Independent Committee and Interim Chief Executive Officer of National Golf.

“We are pleased to be buying the world’s largest owner and operator of golf courses,” said Henry Cornell, managing director of Goldman Sachs. “This acquisition is consistent with our strategy of investing in companies with leading industry positions. We look forward to working with the company’s management team to continue to grow the extraordinary platform they have created.”

Merrick Kleeman, senior managing director of Starwood Capital Group, added, “Given our history of investing in and building golf and leisure related businesses, this acquisition is a compelling opportunity. The company has assembled an unparalleled collection of assets and a talented and dedicated team that we believe is well positioned to lead this industry into the future.”

“We are very enthusiastic about this transaction and the quality of our new partners,” said David Pillsbury, president of American Golf. “Goldman Sachs’ and Starwood Capital’s financial strength, proven management expertise and broad range of resources will be invaluable to our company and the properties we operate. We are confident that these strengths, coupled with our team of highly experienced people and our diverse property portfolio, will enable us to build a truly world-class organization.”

David Price, founder of both American Golf and National Golf, commented, “This is an exciting and important next step in the evolution of the companies. I’m thrilled about all we have accomplished and look forward to many great opportunities ahead.”

After the transaction is completed, Mr. Price will become Chairman Emeritus and, along with other owners of American Golf and the related entities that are being acquired, will receive for their interests in American Golf and these entities total consideration of $10,000 in cash, two percent of the equity in National Golf and an option to acquire two percent of the equity in American Golf. This replaces all of the consideration that these shareholders would have received in the proposed merger with National Golf, including the Series C convertible preferred stock that would have been convertible for up to 10 percent of the combined company’s equity.

The Series A and B National Golf Preferred OP Units will remain outstanding and a portion of the Units will be converted into a minority equity investment.

Goldman, Sachs & Co. served as financial advisor to GS Capital Partners and Whitehall. Lazard served as investment banker to the Independent Committee of National Golf.

About National Golf and American Golf

National Golf is a publicly traded company REIT (specializing in the ownership of golf course properties). Its portfolio consists of 116 golf courses at 104 facilities geographically diversified among 22 states. National Golf’s web site can be accessed at http://www.nationalgolfproperties.com The company is headquartered in Santa Monica, CA.

American Golf is the largest operator of golf facilities in the world. The company employs over 17,000 people and operates more than 250 private country clubs, destination golf resorts, daily fee and municipal golf courses, and practice ranges in the United States, United Kingdom, Australia and Japan. American Golf’s web site can be accessed at http://www.americangolf.com/ The company is headquartered in Santa Monica, CA.

American Golf’s public golf operations include numerous prestigious daily fee and resort properties. The company is also the industry leader in improving and managing golf properties owned by governmental jurisdictions including some of the largest cities, counties and park districts nationwide. In addition, the company’s American Golf Country Clubs (AGCC) division , dedicated exclusively to private club operations, includes a portfolio of 65 private clubs, and a membership base of over 50,000 members. Over the past several years, American Golf facilities have hosted three USGA Amateur Championships and will host the 2003 U.S. Women’s Open and the 2006 U.S. Senior Men’s Open at Pumpkin Ridge Golf Club in Portland, Oregon.

About Goldman Sachs, GS Capital Partners and Whitehall 

Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a wide range of services worldwide to a substantial and diversified client base that includes corporations, financial institutions, governments and high net worth individuals. Founded in 1869, it is one of the oldest and largest investment banking firms. The firm is headquartered in New York and maintains offices in London, Frankfurt, Tokyo, Hong Kong and other major financial centres around the world.

GS Capital Partners is the current primary investment vehicle of Goldman Sachs for making privately negotiated equity investments. The current GS Capital Partners fund was formed in July 2000 with total committed capital of $5.25 billion, $1.5 billion of which was committed by Goldman Sachs and its employees, with the remainder committed by institutional and individual investors. Whitehall is the current primary investment vehicle of Goldman Sachs for making privately negotiated real estate investments. The current Whitehall fund was formed in early 2001 with total committed capital of $2.5 billion, $550 million of which was committed by Goldman Sachs and its employees, with the remainder committed by institutional and individual investors.

About Starwood

Since its inception in 1991, Starwood Capital Group Global, LLC and its affiliates (collectively, “Starwood”) have raised over $2.5 billion of private and institutional capital for transactions representing over $7.5 billion worth of real estate and related assets. Starwood has specialized in building operating companies around its core real estate portfolios, including three of the nation’s largest publicly held real estate companies: the recapitalization, reorganization and expansion of a REIT in 1995 to become Starwood Hotels & Resorts Worldwide, Inc., a leading global owner/operator of hotels with brands such as Sheraton, Westin, The St. Regis Luxury Collection and “W”; contributing a large mezzanine debt portfolio to create what is today iStar Financial, Inc., the nation’s largest publicly-owned finance company focused exclusively on commercial real estate; and helping to capitalize, at its formation, Equity Residential Properties Trust, the nation’s leading multifamily REIT.

National Golf Properties www.nationalgolfproperties.com

American Golf www.americangolf.com

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