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): May 24, 2007

Crescent Real Estate Equities Limited Partnership

(Exact name of registrant as specified in its charter)


Delaware	000-51912	75-2531304
(State or other jurisdiction	(Commission	(IRS Employer
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))

TABLE OF CONTENTS


Item 2.01. Completion of Acquisition or Disposition of Assets
Item 9.01. Financial Statements and Exhibits
SIGNATURE

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 5, 2007, Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the “Partnership”), and certain of its subsidiaries and affiliates (the “Sellers” and, collectively with the Partnership, “Crescent”), and Walton TCC Hotel Investors V, L.L.C., a Delaware limited liability company (the “Purchaser”), had entered into a series of Purchase and Sale Agreements which were amended on March 23, 2007 effective as of March 5, 2007 (collectively, as so amended, the “Original Purchase Agreement”) pursuant to which, among other things, (a) the Sellers agreed to sell to the Purchaser all of the Sellers’ rights, title and interest in the Fairmont Sonoma Mission Inn & Spa®, the Sonoma Golf Club, the Ventana Inn & Spa®, the Park Hyatt Beaver Creek Resort & Spa, the Omni Austin hotel and the Austin Centre office building adjacent to the hotel, the Denver Marriott hotel and the Renaissance Houston hotel (collectively, the “Properties”) and (b) the Partnership agreed to guaranty certain obligations of the Sellers under the Original Purchase Agreement. The Original Purchase Agreement was terminated by the Purchaser on April 2, 2007 at the end of its due diligence period, and on April 6, 2007, the Sellers and the Purchaser reinstated and amended the Original Purchase Agreement (as so amended, the “Purchase Agreement”).

On May 24, 2007, the Sellers closed the sale of the Ventana Inn & Spa®, the Park Hyatt Beaver Creek Resort & Spa, the Omni Austin hotel and the Austin Centre office building adjacent to the hotel, the Denver Marriott hotel and the Renaissance Houston hotel contemplated by the Purchase Agreement. The Sellers expect to close the sale of the Fairmont Sonoma Mission Inn & Spa® and the Sonoma Golf Club during the second quarter of 2007. Although there are no assurances that the sale of the Fairmont Sonoma Mission Inn & Spa® and the Sonoma Golf Club will be consummated, the pro forma financial information provided under Item 9.01 below assumes the sale of these properties.

The total gross purchase price for the Properties under the Purchase Agreement, which was determined through arm’s length negotiations between the parties, was approximately $620 million, of which the Sellers have received $445 million. The remaining $175 million will be received upon closing of the sale of the Fairmont Sonoma Mission Inn & Spa® and the Sonoma Golf Club. Crescent’s share of the gross purchase price of the Properties, determined after taking into account the interests of its partners in the sales and incentive payments due as a result of the sales, is approximately $580 million (approximately $425 million excluding the Fairmont Sonoma Mission Inn & Spa® and the Sonoma Golf Club).

Neither Crescent Real Estate Equities Company, the sole shareholder of the general partner and the majority limited partner of the Partnership, nor the Partnership, nor any of the Sellers or any affiliate of the foregoing, has a material relationship with Purchaser, other than pursuant to the Purchase Agreement.

Item 9.01. Financial Statements and Exhibits.

(b) The following pro forma financial statements are filed as part of this Current Report on Form 8-K.

Pro Forma Consolidated Balance Sheet as of March 31, 2007 and notes thereto
Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2007 and notes thereto
Pro Forma Consolidated Statement of Operations for the year ended December 31, 2006 and notes thereto

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
	By:	Crescent Real Estate Equities, Ltd., its General Partner



Date: May 31, 2007	By:	/s/ Jane E. Mody
		Jane E. Mody
		Managing Director and Chief Financial Officer

INDEX TO FINANCIAL STATEMENTS


Pro Forma Consolidated Balance Sheet as of March 31, 2007 and notes thereto		F-3

Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2007 and notes thereto		F-5

Pro Forma Consolidated Statement of Operations for the year ended December 31, 2006 and notes thereto		F-7

F-1

Pro Forma Financial Information

The following unaudited pro forma consolidated financial statements are based upon the Partnership’s consolidated historical financial statements and give effect to the following transactions (the “Transactions”):

	•		The sale of the Ventana Inn & Spa ®, the Park Hyatt Beaver Creek Resort and Spa, the Omni Austin hotel, the Austin Centre office building, the Denver Marriott hotel and the Renaissance Houston hotel , which was completed on May 24, 2007;

	•		The sale of the Fairmont Sonoma Mission Inn & Spa® and the Sonoma Golf Club which is expected to be completed during the second quarter of 2007; and

	•		The assumed application of the net cash proceeds received from the sale of the Properties.

The unaudited pro forma consolidated balance sheet as of March 31, 2007 is presented as if the Transactions had been completed on March 31, 2007. The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2007 and the year ended December 31, 2006 are presented as if the Transactions had occurred as of January 1, 2006.

In management’s opinion, all adjustments necessary to reflect the Transactions have been made, are based on available information and are based on certain assumptions that Crescent believes are reasonable. The unaudited pro forma consolidated balance sheet and statements of operations are not necessarily indicative of what actual results of operations of the Partnership would have been for the periods presented, nor does it purport to predict the Partnership’s results of operations for future periods.

The unaudited pro forma condensed consolidated balance sheet, statements of operations and notes thereto have been derived from, and should be read in conjunction with, the Partnership’s historical consolidated financial statements, including the accompanying notes. Those financial statements are included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2006, and the Partnership’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2007.

F-2

CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2007
(dollars in thousands)


	(A)
	Crescent Real
	Estate Equities			Pro Forma
	Limited Partnership			Adjustments			Consolidated
ASSETS:
Investments in real estate:
Land	$	108,431		$	—		$	108,431
Buildings and improvements, net of accumulated depreciation		1,072,795			—			1,072,795
Furniture, fixtures and equipment, net of accumulated depreciation		14,155			—			14,155
Land held for investment or development		136,804			—			136,804
Properties held for disposition, net		1,896,635			(383,070	)(B)		1,513,565

Net investment in real estate	$	3,228,820		$	(383,070	)	$	2,845,750

Cash and cash equivalents	$	32,884		$	—		$	32,884
Restricted cash and cash equivalents		87,002			—			87,002
Defeasance investments		109,244			—			109,244
Accounts receivable, net		20,096			(1,118	)(B)		18,978
Deferred rent receivable		47,870			—			47,870
Investments in unconsolidated companies		257,500			—			257,500
Notes receivable, net		157,696			—			157,696
Other assets, net		126,292			(1,921	)(C)		124,371

Total assets	$	4,067,404		$	(386,109	)	$	3,681,295


LIABILITIES:
Borrowings under Credit Facility	$	188,500		$	(147,077	)(C)	$	41,423
Notes payable		1,816,833			(373,630	)(C)		1,443,203
Junior subordinated notes		77,321			—			77,321
Accounts payable, accrued expenses and other liabilities		183,012			(7,845	)(B)(C)		175,167
Liabilities related to properties held for disposition		610,994			(109,854	)(B)		501,140
Tax liability-current and deferred, net		7,382			9,046	(D)		16,428

Total liabilities	$	2,884,042		$	(629,360	)	$	2,254,682


MINORITY INTERESTS:	$	50,002		$	(4,388	)(B)	$	45,614

UNITS SUBJECT TO REDEMPTION
Vested units — outstanding 1,082,250	$	43,420		$	—		$	43,420
Unvested units — outstanding 1,528,000		6,658			—			6,658

Total units subject to redemption	$	50,078		$	—		$	50,078


PARTNER’S CAPITAL:
Series A Convertible Cumulative Preferred Units, liquidation preference of $25.00 per unit, 14,200,000 units issued and outstanding	$	319,166		$	—		$	319,166
Series B Cumulative Redeemable Preferred Units, liquidation preference of $25.00 per unit, 3,400,000 units issued and outstanding		81,923			—			81,923
Units of Partnership Interest, 62,557,579 issued and outstanding
General partner — outstanding 625,576		7,424			2,476	(E)		9,900
Limited partners — outstanding 59,321,753		674,887			245,163	(E)		920,050
Accumulated other comprehensive (loss) income		(118	)		—			(118	)


Total partners’ capital	$	1,083,282		$	247,639		$	1,330,921


Total liabilities and partners’ capital	$	4,067,404		$	(386,109	)	$	3,681,295

See accompanying notes to Pro Forma Consolidated Balance Sheet

F-3

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(dollars in thousands)

The following describes the pro forma adjustments to the Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2007 as if the Transactions described in the first paragraph of “Pro Forma Financial Information” were completed on March 31, 2007.

Reflects Crescent Real Estate Equities Limited Partnership unaudited consolidated historical Balance Sheet as of March 31, 2007.

Reflects adjustments to remove the historical balance sheets of The Properties as outlined in the table below.


	Resort/Hotel		Sonoma		Austin Centre
	Properties		Golf Club		Office Property
Properties held for disposition, net	$	300,631	$	47,262	$	35,177
Accounts receivable, net		1,118		—		—


Total assets	$	301,749	$	47,262	$	35,177


Accounts payable, accrued expenses and other liabilities	$	6,554	$	510	$	—
Liabilities related to properties held for disposition		75,259		34,590		5
Consolidated real estate partnerships		4,388		—		—


Total liabilities	$	86,201	$	35,100	$	5

Assumes that certain property specific debt was assumed and the net cash proceeds of $523.8 million were used to pay down certain debt instruments as outlined in the table below.


	Cash Payout/			Cash Payout			Cash Payout			Write-off
	Assumption			Accrued			Extinguishment			Deferred
	of Principal			Interest			of Debt			Financing costs
Debt assumption:
Bank of America Note I (i)
(secured by Fairmont Sonoma Mission Inn)	$	55,000	(i)	$	—		$	—		$	581	(i)


Debt pay downs:
Prudential Note
(secured by 707 17th Street/Denver Marriott)		36,799			—	(ii)		385	(iii)		149
AEGON Partnership Note
(secured by Greenway Plaza/ Renaissance Houston)		11,831			—	(ii)		717	(iii)		18
The 2007 Notes		250,000			781			1,226			132
KeyBank II
(secured by distributions from Funding III, II & V)		75,000			—	(ii)		—			150
Credit Facility		147,077			—	(ii)		—			1,472


	$	520,707		$	781		$	2,328		$	1,921


(i)		Pro forma adjustments for the Bank of America note are included in the adjustments discussed in Note (B).

(ii)		Interest on these debt instruments is paid monthly, therefore, interest is not considered in the pro forma adjustment.

(iii)		Represents prepayment penalties for early retirement of debt.

D.		Reflects estimated taxes payable as a result of the Transactions.

E.		Reflects, before minority interests and taxes, the gain on the Transactions of $260.9 million offset by debt pre-payment penalty and write off of deferred financing costs of $3.9 million. Adjustment is recorded net of taxes.

F-4

CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2007
(dollars in thousands, except unit data)


	(A)
	Crescent Real
	Estate Equities			Pro Forma
	Limited Partnership			Adjustments			Consolidated
REVENUE:
Office Property	$	77,428		$	—		$	77,428
Other Property		1,689			—			1,689

Total Property revenue	$	79,117		$	—		$	79,117


EXPENSE:
Office Property real estate taxes	$	7,226		$	—		$	7,226
Office Property operating expenses		30,993			—			30,993
Other Property expenses		2,223			—			2,223

Total Property expense	$	40,442		$	—		$	40,442


Income from Property Operations	$	38,675		$	—		$	38,675


OTHER INCOME (EXPENSE):
Interest and other income	$	7,289		$	—		$	7,289
Corporate general and administrative		(11,920	)		—			(11,920	)
Severance and other related costs		(2,980	)		—			(2,980	)
Interest expense		(31,201	)		9,380	(C)		(21,821	)
Amortization of deferred financing costs		(1,787	)		663	(C)		(1,124	)
Extinguishment of debt		(453	)		—			(453	)
Depreciation and amortization		(21,587	)		—			(21,587	)
Impairment charges		(1,935	)		—			(1,935	)
Other expenses		(2,408	)		—			(2,408	)
Equity in net income (loss) of unconsolidated companies:					—			—
Office Properties		2,230			—			2,230
Resort Residential Development Properties		(7	)		—			(7	)
Resort/Hotel Properties		(599	)		—			(599	)
Temperature-Controlled Logistics Properties		(2,671	)		—			(2,671	)
Other		316			—			316


Total other income (expense)	$	(67,713	)	$	10,043		$	(57,670	)


LOSS FROM CONTINUING OPERATIONS BEFORE MINORITY INTERESTS AND INCOME TAXES	$	(29,038	)	$	10,043		$	(18,995	)
Minority interests		(7	)		—			(7	)
Income tax expense		(1,049	)		—			(1,049	)


LOSS BEFORE DISCONTINUED OPERATIONS	$	(30,094	)	$	10,043		$	(20,051	)
Income from discontinued operations, net of minority interests and taxes		18,709			(6,385	)(B)		12,324


NET LOSS	$	(11,385	)	$	3,658		$	(7,727	)(D)


BASIC EARNINGS PER UNIT DATA:
Loss before discontinued operations	$	(0.49	)				$	(0.33	)
Income from discontinued operations, net of minority interests and taxes		0.31						0.20


Net loss — basic	$	(0.18	)				$	(0.13	)


DILUTED EARNINGS PER UNIT DATA:
Loss before discontinued operations	$	(0.49	)				$	(0.33	)
Income from discontinued operations, net of minority interests and taxes		0.31						0.20


Net loss — diluted	$	(0.18	)				$	(0.13	)


WEIGHTED AVERAGE UNITS
OUTSTANDING — BASIC		61,027,539						61,027,539


WEIGHTED AVERAGE UNITS
OUTSTANDING — DILUTED		61,027,539						61,027,539

See accompanying notes to Pro Forma Consolidated Statement of Operations

F-5

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(dollars in thousands)

The following describes the pro forma adjustments to the Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2007 as if the Transactions described in the first paragraph of “Pro Forma Financial Information” were completed on January 1, 2006.

Reflects Crescent Real Estate Equities Limited Partnership unaudited consolidated historical Statement of Operations for the three months ended March 31, 2007.

Reflects adjustments to remove the revenue and expenses for The Properties for the three months ended March 31, 2007 as outlined in the table below.


	Resort/Hotel		Sonoma			Austin Centre
	Properties		Golf Club			Office Property
Income from discontinued operations, net of minority interests and taxes	$	6,201	$	(48	)	$	232

Net decrease in interest costs assuming that certain property specific debt was assumed and that the net cash proceeds of $523.8 million were used to pay down certain debt instruments as outlined in Note (C) of the Notes to Unaudited Pro Forma Consolidated Balance Sheet.


				Amortization
	Interest			of Deferred
	Expense			Financing
Debt assumption:
Bank of America Note I (i)
(secured by Fairmont Sonoma Mission Inn)	$	742	(i)	$	38	(i)


Debt pay downs:
Prudential Note
(secured by 707 17th Street/Denver Marriott)		480			12
AEGON Partnership Note
(secured by Greenway Plaza/Renaissance Houston)		222			2
The 2007 Notes		4,734			79
KeyBank II
(secured by distributions from Funding III, II & V)		1,373			147
Credit Facility		2,571			423


	$	9,380		$	663


(i)		Pro forma adjustments for the Bank of America note are included in the adjustments discussed in Note (B).

Does not reflect the non-recurring gain on the sale of The Properties or the non-recurring debt pre-payment penalties of $1.9 million or write off of deferred financing costs of $1.9 million associated with the debt pay downs as outlined in Note (C) of the Notes to Unaudited Pro Forma Consolidated Balance Sheet. The estimated gain net of estimated selling costs and before taxes would have been approximately $260.9 million had the Transactions taken place as of March 31, 2007.


Purchase price	$	620,000
Assumption of debt		(55,000	)
Settlement costs, partner’s interests and incentive payments		(41,184	)
Net book value of the Properties		(262,882	)


Gain	$	260,934

F-6

CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2006
(dollars in thousands, except unit data)


	(A)
	Crescent Real
	Estate Equities			Pro Forma
	Limited Partnership			Adjustments			Consolidated
REVENUE:
Office Property	$	414,343		$	(5,945	)(B)	$	408,398
Resort Residential Development Property		372,148			(4,845	)(B)		367,303
Resort/Hotel Property		142,205			(142,205	)(B)		—

Total Property revenue	$	928,696		$	(152,995	)	$	775,701


EXPENSE:
Office Property real estate taxes	$	41,674		$	(1,443	)(B)	$	40,231
Office Property operating expenses		164,965			(2,773	)(B)		162,192
Resort Residential Development Property expense		342,994			(5,076	)(B)		337,918
Resort/Hotel Property expense		108,391			(106,437	)(B)		1,954

Total Property expense	$	658,024		$	(115,729	)	$	542,295


Income from Property Operations	$	270,672		$	(37,266	)	$	233,406


OTHER INCOME (EXPENSE):
Income from sale of investment in unconsolidated company	$	47,709		$	—		$	47,709
Interest and other income		47,428			(90	)(B)		47,338
Corporate general and administrative		(43,320	)		—			(43,320	)
Interest expense		(134,273	)		36,177	(B)(C)		(98,096	)
Amortization of deferred financing costs		(7,605	)		2,215	(B)(C)		(5,390	)
Depreciation and amortization		(147,406	)		20,964	(B)		(126,442	)
Other expenses		(12,997	)		—			(12,997	)
Equity in net income (loss) of unconsolidated companies:					—			—
Office Properties		9,231			—			9,231
Resort Residential Development Properties		(355	)		—			(355	)
Resort/Hotel Properties		(5,109	)		—			(5,109	)
Temperature-Controlled Logistics Properties		(15,669	)		—			(15,669	)
Other		12,157			—			12,157


Total other income (expense)	$	(250,209	)	$	59,266		$	(190,943	)


INCOME FROM CONTINUING OPERATIONS BEFORE MINORITY INTERESTS AND INCOME TAXES	$	20,463		$	22,000		$	42,463
Minority interests		(5,019	)		(126	)(B)		(5,145	)
Income tax (expense) benefit		3,475			(2,776	)(B)		699


INCOME BEFORE DISCONTINUED OPERATIONS	$	18,919		$	19,098		$	38,017


BASIC EARNINGS PER UNIT DATA:
Income before discontinued operations	$	0.31					$	0.63


DILUTED EARNINGS PER UNIT DATA:
Income before discontinued operations	$	0.31					$	0.63


WEIGHTED AVERAGE UNITS
OUTSTANDING — BASIC		60,757,896						60,757,896


WEIGHTED AVERAGE UNITS
OUTSTANDING — DILUTED		60,757,896						60,757,896

See accompanying notes to Pro Forma Consolidated Statement of Operations

F-7

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(dollars in thousands)

The following describes the pro forma adjustments to the Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2006 as if the Transactions described in the first paragraph of “Pro Forma Financial Information” were completed on January 1, 2006.

Reflects Crescent Real Estate Equities Limited Partnership unaudited consolidated historical Statement of Operations for the year ended December 31, 2006.

Reflects adjustments to remove the revenue and expenses for The Properties for the year ended December 31, 2006 as outlined in the table below.


	Resort/Hotel			Sonoma			Austin Centre
	Properties			Golf Club			Office Property
Property revenue	$	142,205		$	4,845		$	5,945
Property real estate taxes		—			—			(1,443	)
Property expense		(106,437	)		(5,076	)		(2,773	)
Interest and other income		90			—			—
Interest expense		(2,489	)		(167	)		—
Amortization of deferred financing		(144	)		—			—
Depreciation and amortization		(17,543	)		(1,026	)		(2,395	)
Minority interests		126			—			—
Income tax benefit		2,294			482			—


Income before discontinued operations	$	18,102		$	(942	)	$	(666	)


				Amortization
	Interest			of Deferred
	Expense			Financing
Debt assumption:
Bank of America Note I (i)
(secured by Fairmont Sonoma Mission Inn)	$	2,854	(i)	$	144	(i)


Debt pay downs:
Prudential Note
(secured by 707 17th Street/Denver Marriott)		1,921			48
AEGON Partnership Note
(secured by Greenway Plaza/Renaissance Houston)		902			7
The 2007 Notes		18,917			317
KeyBank II
(secured by distributions from Funding III,II & V)		1,846			291
Credit Facility		9,935			1,408


	$	33,521		$	2,071


(i)		Pro forma adjustments for the Bank of America note are included in the adjustments discussed in Note (B).

F-8

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CRESCENT REAL ESTATE EQUITIES LTD PARTNERSHIP 8-K