Colonial Properties Trust Announces Early Tender Offer Results and Increases Size of Tender Offer to $250 Million
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BIRMINGHAM, Ala.--(Business Wire)--
Colonial Properties Trust (NYSE:CLP) and its operating partnership, Colonial
Realty Limited Partnership ("Colonial Realty," and together with Colonial
Properties Trust, the "company"), today announced the results to date of an
ongoing cash tender offer (the "Offer") of certain series of Colonial Realty`s
outstanding notes (the "Notes") and an increase in the size of the Offer, as
described below. The Offer is being made pursuant to an Offer to Purchase (the
"Offer to Purchase") and the related Letter of Transmittal (the "Letter of
Transmittal"), each dated April 6, 2009, as amended by this press release.
As of 5:00 p.m., New York City time, on Friday, April 17, 2009 (the "Early
Tender Date"), holders had tendered a total of approximately $265.6 million in
aggregate principal amount of Notes, in the amounts set out in the table below.
Holders who tendered and do not withdraw these Notes will receive the Total
Consideration.
Colonial Realty also announced that it has amended the Offer to increase the
aggregate principal amount of Notes that it is offering to purchase from $175
million to up to $250 million (the new "Tender Cap"), subject to the acceptance
priority levels as outlined in the original Offer and as set forth below. All
other terms and conditions of the Offer remain unchanged. Colonial Realty did
not extend the Early Tender Date or any other dates set forth in the Offer.
Holders who tender and do not withdraw their Notes after the Early Tender Date
will receive the "Tender Offer Consideration" which is equal to the Total
Consideration minus the Early Tender Payment. Tendered Notes may not be
withdrawn after 5:00 p.m., New York City time, on Monday, April 27, 2009, unless
extended by Colonial Realty. The Offer will expire at 12:00 midnight, New York
City time, on Friday, May 1, 2009, unless extended by Colonial Realty (such date
and time, as the same may be extended, the "Expiration Date").
The table below shows each series of Notes tendered in the Offer as of the Early
Tender Date as well as the applicable Total Consideration, and Early Tender
Payment per $1,000 of each series of Notes. The Offer is not conditioned on any
minimum amount of Notes being tendered.
Title of Security Amount Tendered as of the Early Tender Date Acceptance Priority Level Tender Offer Consideration(1) Early Tender Payment(1) Total Consideration(1)
4.75% Senior Notes due 2010 $ 206,374,000 1 $ 970.00 $ 30.00 $ 1,000.00
(CUSIP-195891AH9)
8.80% Medium-Term Notes due 2010 $ 0 2 $ 970.00 $ 30.00 $ 1,000.00
(CUSIP-195896AJ4)
8.80% Medium-Term Notes due 2010 $ 5,000,000 3 $ 970.00 $ 30.00 $ 1,000.00
(CUSIP-195896AK1)
8.08% Medium-Term Notes due 2010 $ 0 4 $ 970.00 $ 30.00 $ 1,000.00
(CUSIP-195896AL9)
8.05% Medium-Term Notes due 2010 $ 0 5 $ 970.00 $ 30.00 $ 1,000.00
(CUSIP-195896AM7)
4.80% Senior Notes due 2011 $ 54,249,000 6 $ 950.00 $ 30.00 $ 980.00
(CUSIP-195891AF3)
TOTAL $ 265,623,000
(1) Per $1,000 principal amount of Notes accepted for purchase.
Accrued and unpaid interest from the last interest date payable up to, but not
including, the settlement date will be paid in cash on all validly tendered and
accepted Notes. The settlement date will be promptly after the Expiration Date
and is expected to be on or about May 4, 2009.
In the event that the Offer is oversubscribed, tenders of Notes will be subject
to proration. Colonial Realty will accept tendered Notes of each series
according to the Tender Cap and the "Acceptance Priority Level" for that series
specified in the table above. All Notes having a higher Acceptance Priority
Level will be accepted for purchase before any tendered Notes having a lower
Acceptance Priority Level are accepted. For example, all tendered Notes having
Acceptance Priority Level "1" will be accepted before any tendered Notes having
Acceptance Priority Level "2" will be accepted. Where some, but not all, of the
Notes tendered for a particular series are purchased, the amount of Notes
accepted from each Noteholder tendering that series of Notes will be prorated
based on the aggregate principal amount tendered with respect to that series and
the remaining amount available for proration under the Tender Cap.
The complete terms and conditions of the Offer are set forth in the Offer to
Purchase and Letter of Transmittal, which is being sent to holders of Notes, as
amended by this press release. Holders are urged to read these documents and
this press release carefully.
The Offer is subject to the satisfaction or waiver of certain conditions which
are set forth in the Offer to Purchase.
Colonial Realty has engaged Banc of America Securities LLC as the Lead Dealer
Manager and Wachovia Securities as the Co-Dealer Manager for the Offer.
Questions regarding the Offer may be directed to Banc of America Securities LLC
at 888-292-0070 (U.S. toll-free) and 704-388-4603 (collect). Copies of the Offer
to Purchase and Letter of Transmittal may be obtained from the Information Agent
for the Offer, Global Bondholder Services Corporation, at 866-470-4200 (U.S.
toll-free) and 212-430-3774.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes or any other securities. The Offer is made only by and
pursuant to the terms of the Offer to Purchase and the Letter of Transmittal.
The Offer is not being made in any jurisdiction in which the making of or
acceptance thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. None of Colonial Properties Trust, Colonial
Realty, the Lead Dealer Manager, the Co-Dealer Manager or the Information Agent
makes any recommendation as to whether holders should tender their Notes
pursuant to the Offer. Holders must make their own decisions as to whether to
tender Notes and, if so, the principal amount of Notes to tender.
Colonial Properties Trust is a multifamily real estate investment trust (REIT)
that creates additional value for its shareholders by managing commercial assets
through joint venture investments and pursuing development opportunities. As of
December 31, 2008, the company owned or managed 35,504 apartment units, 16.5
million square feet of office space and 8.9 million square feet of retail
shopping space located in key Sunbelt states from Virginia to Nevada.
Headquartered in Birmingham, Ala., Colonial Properties is listed on the New York
Stock Exchange under the symbol CLP and is included in the S&P SmallCap 600
Index. For more information, please visit the company's website at
www.colonialprop.com.
Forward Looking Statements
Certain statements in this press release may constitute, "forward-looking
statements" and involve known and unknown risks, uncertainties and other factors
that may cause the company`s actual results, performance, achievements or
transactions to be materially different from the results, performance,
achievements or transactions expressed or implied by the forward looking
statements. Factors that impact such forward looking statements include, among
others, real estate conditions and markets, including recent deterioration in
the multifamily market and the strength or duration of the current recession or
recovery; increased exposure, as a multifamily focused REIT, to risks inherent
in investments in a single industry; ability to obtain financing on reasonable
rates, if at all; performance of affiliates or companies in which we have made
investments; changes in operating costs; higher than expected construction
costs; uncertainties associated with the timing and amount of real estate
dispositions, including our existing inventory of condominium and for-sale
residential assets; legislative or regulatory decisions; our ability to continue
to maintain our status as a REIT for federal income tax purposes; price
volatility, dislocations and liquidity disruptions in the financial markets and
the resulting impact on availability of financing; the effect of any rating
agency action on the cost and availability of new debt financings; level and
volatility of interest rates or capital market conditions; effect of any
terrorist activity or other heightened geopolitical crisis; or other factors
affecting the real estate industry generally.
Except as otherwise required by the federal securities laws, the company assumes
no responsibility to update the information in this press release.
The company refers you to the documents filed by the company from time to time
with the Securities and Exchange Commission, specifically the section titled
"Risk Factors" in the company`s Annual Report on Form 10-K for the year ended
December 31, 2008, as may be updated or supplemented in the company`s Form 10-Q
filings, which discuss these and other factors that could adversely affect the
company`s results.
Colonial Properties Trust
Jerry A. Brewer, 1-800-645-3917
Executive Vice President, Finance
Copyright Business Wire 2009
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