UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 622, 2007

Crescent Real Estate Equities Limited Partnership

(Exact name of registrant as specified in its charter)

Delaware	~~333~~000-~~42293~~51912	75-2531304
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of organization)	(Commission File Number)	(IRS Employer Identification No.)
of organization)	File Number)	Identification No.)

777 Main Street, Suite 2100
Fort Worth, Texas 76102
(817) 321-2100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 230.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 230.13e-4(c))


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 230.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 230.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~March~~May 522, 2007, Crescent Real Estate Equities ~~Limited Partnership~~Company, a ~~Delaware~~Texas ~~limited~~real estate investment ~~partnership~~trust (the “~~Partnership~~Company”), ~~and~~Crescent ~~certain~~Real ofEstate ~~its~~Equities ~~subsidiaries~~Limited ~~and~~Partnership, ~~affiliates~~a ~~(the~~Delaware ~~“Sellers” and,~~limited ~~collectively~~partnership ~~with~~ (the ~~Partnership,~~ “~~Crescent~~Operating Partnership”), ~~and~~Moon ~~Walton~~Acquisition ~~TCC~~Holdings ~~Hotel Investors V~~LLC, ~~L.L.C.,~~ a Delaware limited liability company (~~the~~ “~~Purchaser~~Parent”), ~~had~~Moon ~~entered~~Acquisition ~~into~~LLC, a ~~series~~Delaware oflimited ~~Purchase~~liability company and ~~Sale~~wholly-owned ~~Agreements~~subsidiary ~~which were amended on March 23, 2007 effective as~~ of ~~March 5,~~Parent ~~2007~~ (~~collectively, as so amended, the~~ “~~Original~~REIT ~~Purchase~~Merger ~~Agreement~~Sub”), ~~pursuant~~and toMoon ~~which,~~Acquisition ~~among~~Limited ~~other things~~Partnership, (a~~) the~~ ~~Sellers~~Delaware ~~agreed~~limited topartnership ~~sell~~of towhich ~~the~~Parent ~~Purchaser~~is ~~all of~~ the ~~Sellers’~~sole ~~rights,~~general ~~title~~partner ~~and~~(“Partnership ~~interest~~Merger ~~in the~~Sub” ~~Fairmont Sonoma Mission Inn & Spa®~~and, ~~the~~together ~~Sonoma~~with ~~Golf~~Parent ~~Club,~~and ~~the~~REIT ~~Ventana~~Merger ~~Inn & Spa®~~Sub, the ~~Park~~“Buyer ~~Hyatt Beaver Creek Resort & Spa~~Parties”), ~~the~~entered ~~Omni~~into ~~Austin~~a ~~hotel~~definitive Agreement and ~~the~~Plan ~~Austin~~of ~~Center~~Merger ~~office building adjacent to~~ (the ~~hotel,~~“Merger ~~the Denver Marriott hotel and the Renaissance Houston hotel and (b~~Agreement”) ~~the~~ ~~Partnership agreed~~pursuant to ~~guaranty~~which ~~certain obligations of~~ the ~~Sellers~~Buyer ~~under~~Parties, ~~the~~all ~~Original Purchase Agreement. The~~of ~~Original~~which ~~Purchase~~are ~~Agreement~~affiliates ~~was~~of ~~terminated~~Morgan byStanley ~~the~~Real ~~Purchaser on April 2~~Estate, ~~2007~~will atacquire the ~~end~~Company ofin ~~its~~an ~~due~~all-cash ~~diligence~~transaction ~~period~~(the “Transaction”).

OnPursuant ~~April 6,~~to ~~2007,~~ the ~~Sellers~~terms ~~and~~of the ~~Purchaser~~Merger ~~reinstated and amended the Original Purchase~~ Agreement, ~~(as~~at soclosing ~~amended,~~ the ~~“Purchase~~Company ~~Agreement”).~~will ~~The~~merge ~~total~~with ~~gross~~and ~~purchase price under the~~into ~~Purchase~~REIT ~~Agreement~~Merger Sub, which ~~was~~will ~~determined~~be ~~through~~the ~~arm’s~~surviving ~~length~~entity ~~negotiations between~~ (the ~~parties,~~“Company ~~is approximately $620~~Merger”),~~000,000.~~ ~~Crescent’s~~and ~~share~~Partnership ofMerger Sub ~~the~~will ~~gross~~merge ~~purchase~~with ~~price,~~and ~~determined after taking~~ into ~~account~~ the ~~interests~~Operating ofPartnership, ~~its~~which ~~partners~~will inbe the ~~sales~~surviving ~~and~~entity ~~incentive~~(the “Partnership ~~payments~~Merger” ~~due~~and, astogether awith ~~result of~~ the ~~sales,~~Company ~~is approximately $580~~Merger,~~000,000.~~ ~~The~~the ~~Purchaser has paid a nonrefundable earnest money deposit of approximately $11,000,000~~“Mergers”).

~~The~~Upon the ~~closing~~effective time of the ~~transactions~~Mergers: ~~contemplated~~(i) each outstanding Common Share not owned by the ~~Purchase~~Company ~~Agreement~~or isits affiliates or not subject to dissenter’s ~~the~~rights, will automatically ~~satisfaction~~be ofcanceled ~~certain~~and ~~customary~~converted ~~closing~~into ~~conditions.~~the ~~There~~right ~~are~~to noreceive ~~assurances~~cash, ~~that~~without ~~the~~interest, ~~conditions will~~equal beto ~~met~~$22.80 orper Common ~~that~~Share (the ~~transaction~~“Common ~~will~~Share beConsideration”), ~~consummated.~~(ii) each ~~The~~outstanding ~~parties~~unit toof ~~the~~interest ~~Purchase~~in ~~Agreement~~the ~~presently~~Operating ~~anticipate~~Partnership ~~that~~other ~~the~~than ~~closing~~a Restricted Unit (a “Unit”) will ~~occur~~automatically ~~during~~be canceled and converted into the ~~second~~right ~~quarter~~to ofreceive ~~2007~~cash, without interest, equal to $45.60 ~~Neither~~per Unit (the “Unit ~~Crescent~~Consideration”), ~~Real~~(iii) each ~~Estate~~outstanding ~~Equities~~option ~~Company,~~to ~~the~~purchase ~~sole~~Common ~~shareholder~~Shares ofor ~~the~~Units ~~general~~(an ~~partner~~“Option”) will automatically be canceled and converted into the ~~majority~~right to receive cash equal to the product of ~~limited~~(x) the ~~partner~~number of ~~the~~Common ~~Partnership,~~Shares ~~nor~~or Units issuable upon exercise of the ~~Partnership~~Option, ~~nor~~and ~~any~~(y) the excess of the ~~Sellers~~Common Share Consideration or ~~any~~Unit ~~affiliate~~Consideration, as applicable, over the exercise price of the ~~foregoing,~~Option ~~has~~per aCommon ~~material~~Share ~~relationship~~or ~~with~~Unit, ~~Purchaser~~respectively, ~~other~~and ~~than~~(iv) each ~~pursuant~~restricted tounit issued under the long-term ~~Purchase~~incentive plans of the Operating (a “Restricted Unit”) will automatically be canceled and ~~Agreement~~converted into the right to receive $45.60 per Restricted Unit, plus accrued and unpaid dividends.

The Transaction was unanimously approved by the Company’s Board of Trust Managers, which recommended that the holders of the Common Shares approve the transaction. In addition, Mr. Richard E. Rainwater, Chairman of the Company’s Board of Trust Managers, entered into a voting agreement pursuant to which he agreed to vote the Common Shares that he beneficially owns in favor of Company Merger, and the Company and Crescent Real Estate Equities, Ltd., a Delaware corporation and the sole general partner of the Operating Partnership, entered into a voting agreement pursuant to which they agreed to vote their partnership interests in favor of the Partnership Merger, in each case for so long as the Merger Agreement has not been terminated.

The Company, the Operating Partnership and the Buyer Parties have made various representations, warranties and covenants in the Merger Agreement. Among other things, the Company is subject to restrictions on its ability to solicit third-party proposals, or provide information to and engage in discussions with such third parties. Subject to the terms of the Merger Agreement, however, the Company may provide information and participate in discussions with respect to any unsolicited third party proposal that the Board of Trust Managers, after consultation with its advisors and notice to the Buyer Parties, determines is reasonably likely to be or become a “Superior Proposal” as defined in the Merger Agreement.

The Merger Agreement may be terminated by the Company and/or Parent under certain circumstances, including if the Mergers have not been consummated on or before October 31, 2007, if the Company’s shareholders do not approve the Transaction, if a party is in breach of the representations and warranties contained in the Merger Agreement such that a condition to closing is incapable of being satisfied, or if the Company has approved a Superior Proposal in accordance with the Merger Agreement. In the event the Merger Agreement is terminated because the Company’s Board of Trust Managers decides to recommend a Superior Proposal to the Company’s shareholders or if the Company’s shareholders do not approve the Transaction and the Company announces an “Acquisition Proposal” (as defined in the Merger Agreement) before the Merger Agreement is terminated and enters into an agreement with respect to such proposal within 12 months of the termination of the Merger Agreement, the Company is obligated to pay a fee of $64,200,000 to Parent.

Completion of the Transaction is subject to approval by the affirmative vote of the holders of at least two-thirds of the outstanding Common Shares, as well as to the satisfaction of certain customary closing conditions and the possible review and clearance of necessary filings by the Securities and Exchange Commission and other governmental authorities. Morgan Stanley and Morgan Stanley Real Estate Funding II, L.P. have agreed to guarantee the payment obligations of the Buyer Parties under the Merger Agreement in the amount of up to $300,000,000.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.01 to this Current Report on Form 8-K.

On May 22, 2007, the Company issued a press release announcing the Mergers, a copy of which is attached hereto as Exhibit 99.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 22, 2007, Crescent Real Estate Equities, Ltd., the general partner of Crescent Real Estate Equities Limited Partnership (the “Partnership”), entered into the Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership (the “Agreement”), effective for all purposes as of May 18, 2007. The Second Amendment deletes Exhibit A to the Agreement, which is a complete list of the partners, partnership units and partnership interests in the Partnership, and replaces Exhibit A with a list updated as of May 18, 2007. The Second Amendment to the Agreement is filed as Exhibit 3.01 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are included in this Form 8-K.

(d) Exhibits

	2.01		Agreement and Plan of Merger among Crescent Real Estate Equities Company, Crescent Real Estate Equities Limited Partnership, Moon Acquisition Holdings LLC, Moon Acquisition LLC and Moon Acquisition Limited Partnership, dated as of May 22, 2007

	3.01		Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of May 18, 2007

	99.1		Press Release, dated May 22, 2007, of Crescent Real Estate Equities Company relating to the execution of an Agreement and Plan of Merger

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

The foregoing summary of the terms of the agreement between the Company and Morgan Stanley does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as an exhibit to this Current Report on Form 8-K.

The Company’s trust managers, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in favor of the proposed Transaction. Information about the Company and its trust managers and executive officers, and their ownership of the Company’s securities, is set forth in the Company’s Amendment to Annual Report on Form 10-K/A, which was filed with the SEC on April 30, 2007 and amended on May 2, 2007. Additional information regarding the interests of those persons may be obtained by reading the proxy statement when it becomes available.

In connection with the proposed merger, the Company also will file a proxy statement with the SEC and, upon SEC clearance, will mail the proxy to shareholders. Shareholders of the Company are urged to read the proxy statement regarding the proposed merger when it becomes available, because it will contain important information. Shareholders will be able to obtain a copy of the proxy statement as well as other filings containing information about the Company, when available, without charge, at the SEC’s Internet site (http://www.sec.gov). In addition, copies of the proxy statement can be obtained, when available, without charge, by directing a request to the Company via the telephone numbers listed below.

Jane E. Mody, Managing Director and Chief Financial Officer, Crescent (817) 321-1086
Jeremy C. Sweek, Investor & Media Relations Senior Manager, Crescent (817) 321-1464
Alyson D’Ambrisi, Media Relations, Morgan Stanley +44 207 425 2431

FORWARD-LOOKING STATEMENTS

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual results to differ materially from those implied or expressed by the forward-looking statements. Crescent assumes no duty whatsoever to update these forward-looking statements or to conform them to future events or developments.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP	~~CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP~~
	By:	~~By:~~Crescent Real Estate Equities, Ltd., its General Partner	~~Crescent Real Estate Equities, Ltd.~~
			Its General Partner
Date: May 24, 2007	By:	/s/ Jane E. Mody
Date: April 9, 2007		By:	/s/ David M. Dean
		Jane E. Mody
			David M. Dean
		Managing Director and Chief Financial Officer
			Managing Director, Law and Secretary

EXHIBIT INDEX


Exhibit No.		Description
2.01		Agreement and Plan of Merger among Crescent Real Estate Equities Company, Crescent Real Estate Equities Limited Partnership, Moon Acquisition Holdings LLC, Moon Acquisition LLC and Moon Acquisition Limited Partnership, dated as of May 22, 2007

3.01		Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of May 18, 2007

99.1		Press Release, dated May 22, 2007, of Crescent Real Estate Equities Company relating to the execution of an Agreement and Plan of Merger

Filing Compare · CRESCENT REAL ESTATE EQUITIES LTD PARTNERSHIP