Duke Energy and Morgan Stanley Real Estate Announce a Joint Venture Regarding Crescent Resources Transaction Values Crescent at $2.1 Billion

    CHARLOTTE, N.C., Sept. 8 /PRNewswire-FirstCall/ -- Duke Energy (NYSE:  
 DUK) and Morgan Stanley Real Estate announced today the signing and closing
 of a transaction creating a joint venture between Duke Energy and Morgan
 Stanley Real Estate Fund (MSREF) V U.S. with respect to Crescent Resources,
 Duke Energy's real estate subsidiary.
     (Logo: http://www.newscom.com/cgi-bin/prnh/20040414/DUKEENERGYLOGO)
     Ownership of the new joint venture will be 49 percent by Duke Energy,
 49 percent by MSREF and 2 percent by Crescent's chief executive officer.
 The joint venture will retain the name Crescent Resources and its
 headquarters will remain in Charlotte.
     The transaction ascribes a total enterprise value of approximately $2.1
 billion to Crescent. It provides Duke Energy with approximately $1.4
 billion after-tax cash proceeds at closing, in addition to its 49 percent
 ownership of the venture. As part of the transaction, Crescent was
 recapitalized and borrowed approximately $1.2 billion of new debt at
 closing, which will be classified off Duke Energy's balance sheet.
 Substantially all debt proceeds were distributed to Duke Energy.
     "This joint venture will create opportunities for Crescent as it
 leverages Morgan Stanley Real Estate's financial strength, access to
 capital markets, deal flow and expertise in land development," said James
 E. Rogers, president and chief executive officer of Duke Energy. "While
 Duke Energy will retain a significant interest in the future success of the
 business, the new structure is consistent with our plan to focus primarily
 on the power business by reducing our investment and risk profile
 associated with non-core businesses."
     "The acquisition of an interest in Crescent represents a significant
 milestone for MSREF and provides access to a premier development company,"
 said Michael Franco, managing director and head of MSREF V U.S. "We look
 forward to working alongside Crescent's best-in-class management team and
 Duke Energy to continue to grow the company in both the residential and
 commercial sectors in attractive and growing real estate markets."
     The current Crescent management team will operate the joint venture and
 Crescent will continue to participate in each of the sectors of real estate
 development in which it is currently involved.
     Duke Energy was advised by Banc of America Securities LLC and MSREF was
 advised by Morgan Stanley Real Estate for the transaction.
     Crescent Resources, LLC is a land management and real estate
 development company. Formed more than 40 years ago by Duke Energy, the
 company has land interests in nine states in the Southeast and southwestern
 United States. Crescent creates award-winning country club communities,
 neighborhoods, apartment and condominium communities, Class A office space,
 business and industrial parks and shopping centers. More information about
 Crescent Resources is available on the Internet at
     Duke Energy is a diversified energy company with a portfolio of natural
 gas and electric businesses, both regulated and unregulated, and an
 affiliated real estate company. Duke Energy supplies, delivers and
 processes energy for customers in the Americas. Headquartered in Charlotte,
 N.C., Duke Energy is a Fortune 500 company traded on the New York Stock
 Exchange under the symbol DUK. More information about the company is
 available on the Internet at: http://www.duke-energy.com.
     MSREF V U.S. is managed by Morgan Stanley Real Estate, which is
 comprised of three major global businesses: Investing, Banking, and
 Lending. Since 1991, Morgan Stanley has acquired $87.7 billion of real
 estate assets worldwide and currently manages $50.9 billion in real estate
 assets on behalf of its clients. In addition, Morgan Stanley Real Estate
 provides a complete range of market-leading investment banking services to
 its clients, including advice on strategy, mergers, acquisitions and
 restructurings, as well as underwriting public and private debt and equity
 financings. Morgan Stanley is also a global leader in real estate lending
 and, using its own capital, originated approximately $28 billion in
 commercial mortgages in 2005. For more information about Morgan Stanley
 Real Estate, go to www.morganstanley.com/realestate.
     Morgan Stanley (NYSE:   MS) is a global financial services firm and a
 market leader in securities, investment management, and credit services.
 With more than 600 offices in 30 countries, Morgan Stanley connects people,
 ideas and capital to help clients achieve their financial aspirations.
     Forward-Looking Statements
     This document includes statements that do not directly or exclusively
 relate to historical facts. Such statements may be considered
 "forward-looking statements" within the meaning of Section 27A of the
 Securities Act of 1933 and Section 21E of the Securities Exchange Act of
 1934. You can typically identify forward-looking statements by the use of
 forward-looking words, such as "may," "will," "could," "project,"
 "believe," "anticipate," "expect," "estimate," "continue," "potential,"
 "plan," "forecast" and other similar words. The forward-looking statements
 reflect management's intentions, plans, expectations, assumptions and
 beliefs about future events and are subject to risks, uncertainties and
 other factors, which could cause actual results to differ materially from
 the forward-looking statements included in this document. These risks and
 uncertainties include, among other things, state, federal and foreign
 legislative and regulatory initiatives that affect cost and investment
 recovery, have an impact on rate structures, and affect the speed at and
 degree to which competition enters the electric and natural gas industries;
 the outcomes of litigation and regulatory investigations, proceedings or
 inquiries; the weather and other natural phenomena; the timing and extent
 of changes in commodity prices, interest rates and foreign currency
 exchange rates; general economic conditions, including any potential
 effects arising from terrorist attacks and any consequential hostilities or
 other hostilities; changes in environmental and other laws and regulations
 to which Duke Energy and its subsidiaries are subject or other external
 factors over which Duke Energy has no control; the effect of accounting
 pronouncements issued periodically by accounting standard-setting bodies;
 the amount of collateral required to be posted from time to time in Duke
 Energy's transactions; competition and regulatory limitations affecting the
 success of Duke Energy's divestiture plans, including the prices at which
 Duke Energy is able to sell its assets; the performance of electric
 generation, pipeline and natural gas processing facilities; the extent of
 success in connecting natural gas supplies to gathering and processing
 systems and in connecting and expanding natural gas and electric markets;
 conditions of the capital markets and equity markets during the periods
 covered by the forward-looking statements; and opportunities for Duke
 Energy's business units, including the timing and success of efforts to
 develop domestic and international power, pipeline, gathering, liquefied
 natural gas, processing and other infrastructure projects. Additional
 factors that may affect the future results of Duke Energy are set forth in
 the Duke Power Company LLC and Cinergy Corp. filings with the Securities
 and Exchange Commission ("SEC"), which are available at
 www.duke-energy.com/investors/. Duke Energy undertakes no obligation to
 publicly update or revise any forward-looking statements, whether as a
 result of new information, future events or otherwise.
      MEDIA CONTACT:                      Elizabeth Bennett
      Phone:                              704/382-7844
      24-Hour:                            704/382-8333
      ANALYST CONTACT:                    Julie Dill
      Phone:                              980/373-4332
      Morgan Stanley
      Real Estate Contact                 Alyson D'Ambrisi
      Phone:                              212/761-4649

SOURCE Duke Energy

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