Colonial Properties Trust Announces Early Tender Offer Results and Increases Size of Tender Offer to $133.5 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 August 4, 2009, as amended by this press release.
Colonial Realty also announced that it has amended the Offer to increase the
amount of Notes that it is offering to purchase, such that the amount the
company would be required to pay for the purchase of the Notes, excluding
accrued and unpaid interest, would not exceed $133.5 million (the new "Maximum
Tender Amount"), from the previous Maximum Tender Amount of $125.0 million,
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 tendered and did not withdraw their
Notes will receive the "Tender Offer Consideration" which is equal to the Total
Consideration minus the Early Tender Payment. The deadline for withdrawing any
Tendered Notes was 5:00 p.m., New York City time, on Monday, August 17, 2009.
The Offer will expire at 12:00 midnight, New York City time, on Monday, August
31, 2009, unless extended by Colonial Realty (such date and time, as the same
may be extended, the "Expiration Date").
The table below shows the amount of each series of Notes tendered in the Offer
as of 5:00 p.m., New York City time, on Monday, August 17, 2009 (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)
6.050% Senior Notes due 2016 $83,420,000 1 $870.00 $30.00 $900.00
(CUSIP - 195889AA8)
5.500% Senior Notes due 2015 $64,665,000 2 $872.50 $30.00 $902.50
(CUSIP - 195891AJ5)
6.250% Senior Notes due 2014 $95,853,000 3 $926.25 $30.00 $956.25
(CUSIP - 195891AG1)
6.875% Senior Notes due 2012 $26,050,000 4 $960.00 $30.00 $990.00
(CUSIP - 195891AD8)
(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 Tuesday, September 1, 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 Maximum Tender Amount 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 Maximum Tender Amount.
The complete terms and conditions of the Offer are set forth in the Offer to
Purchase and Letter of Transmittal, 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 BofA Merrill Lynch as the Dealer Manager for the
Offer. Questions regarding the Offer may be directed to BofA Merrill Lynch at
888-292-0070 (U.S. toll-free) and 980-388-4603 (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 (collect).
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 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.
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, Executive Vice President, Finance, 1-800-645-3917
Copyright Business Wire 2009
http://www.businesswire.com/news/home/20090817006109/en
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