ATLANTA--(BUSINESS WIRE)--
Columbia Property Trust, Inc. (NYSE:CXP) (“Columbia” or the “Company”),
one of the nation’s largest office REITs, announced today the
preliminary results of its modified “Dutch Auction” tender offer to
purchase for cash up to $300,000,000 in value of shares of its common
stock, par value $0.01 per share (the “Common Stock”) from its
stockholders, which expired at 11:59 p.m., New York City time, on
November 8, 2013. Morgan Stanley & Co. LLC and Goldman, Sachs & Co.
acted as the dealer managers for the tender offer.
Based on the preliminary count by Computershare Trust Company, N.A., the
paying agent and depositary for the tender offer, a total of 9,570,352
shares of Common Stock were properly tendered and not properly withdrawn
at or below the final purchase price of $25.00 per share, including
6,064,499 shares of Common Stock that were tendered through notice of
guaranteed delivery. Based on this preliminary count, the 9,570,352
shares of Common Stock properly tendered and not properly withdrawn at
or below the final purchase price of $25.00 per share represent
approximately 7.1% of the Company’s currently issued and outstanding
shares of Common Stock.
In accordance with the terms and conditions of the tender offer, and
based on the preliminary count by the paying agent and depositary,
Columbia will accept for purchase 9,570,352 shares of Common Stock
properly tendered and not properly withdrawn prior to the expiration of
the tender offer at a purchase price of $25.00 per share, for an
aggregate cost of approximately $239 million, excluding fees and
expenses relating to the tender offer. Based on this preliminary count,
the 9,570,352 shares of Common Stock to be accepted for purchase in the
tender offer represent approximately 7.1% of Columbia’s currently issued
and outstanding shares of Common Stock. Based on these preliminary
numbers, Columbia anticipates that, following settlement of the tender
offer, it will have approximately 124,622,258 shares of Common Stock
outstanding.
The number of shares of Common Stock to be purchased and the purchase
price information are preliminary and subject to change. The preliminary
information contained in this press release is subject to confirmation
by the paying agent and depositary and is based on the assumption that
all shares of Common Stock tendered through notice of guaranteed
delivery will be delivered within three business days after the date of
receipt by the depositary of the notice of guaranteed delivery. The
final number of shares of Common Stock to be purchased and the final
purchase price information will be announced following completion of the
confirmation process. Payment for the shares of Common Stock accepted
for purchase under the tender offer will occur promptly, in accordance
with applicable law.
About Columbia Property Trust
One of the nation’s largest office REITs, Columbia Property Trust
invests in high-quality commercial office properties in primary markets
nationwide and has achieved an investment-grade rating from both Moody's
and Standard & Poor’s rating services. Currently, the REIT’s $5 billion
portfolio consists of 59 operational buildings in 13 states and the
District of Columbia, totaling 16.8 million square feet. For information
about Columbia Property Trust, visit www.ColumbiaPropertyTrust.com.
Important Information
This press release on Form 8-K is for informational purposes only and is
not an offer to buy or the solicitation of an offer to sell any
securities of the Company. Questions and requests for assistance by
retail stockholders may be directed to Georgeson Inc. at (877) 278-9670
(toll free). Questions and requests for assistance by institutional
stockholders may be directed to Morgan Stanley & Co. LLC and Goldman,
Sachs & Co., the Dealer Managers for the Tender Offer, at: (888)
726-2634 (Morgan Stanley toll free) or (800) 323-5678 (Goldman Sachs
toll free).
Forward-Looking Statements
Certain statements contained in this press release other than historical
facts may be considered forward-looking statements. Such statements
include, in particular, statements about our plans, strategies and
prospects, and statements about the preliminary nature of the count of
the number of shares tendered in the tender offer are subject to certain
risks and uncertainties, including known and unknown risks, which could
cause actual results to differ materially from those projected or
anticipated. Therefore, such statements are not intended to be a
guarantee of our performance in future periods. Such forward-looking
statements can generally be identified by our use of forward-looking
terminology such as "may," "will," "expect," "intend," "anticipate,"
"estimate," "believe," "continue," or other similar words. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date this report is filed with
the U.S. Securities and Exchange Commission ("SEC"). We make no
representations or warranties (express or implied) about the accuracy of
any such forward-looking statements contained in this press release, and
we do not intend to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or
otherwise.
Any such forward-looking statements are subject to risks, uncertainties,
and other factors and are based on a number of assumptions involving
judgments with respect to, among other things, future economic,
competitive, and market conditions, all of which are difficult or
impossible to predict accurately. To the extent that our assumptions
differ from actual conditions, our ability to accurately anticipate
results expressed in such forward-looking statements, including our
ability to generate positive cash flow from operations, make
distributions to stockholders, and maintain the value of our real estate
properties, may be significantly hindered. See Item 1A in the Company's
most recently filed Annual Report on Form 10-K for the year ended
December 31, 2012 for a discussion of some of the risks and
uncertainties that could cause actual results to differ materially from
those presented in our forward-looking statements. The risk factors
described in our Annual Report are not the only ones we face, but do
represent those risks and uncertainties that we believe are material to
us. Additional risks and uncertainties not currently known to us or that
we currently deem immaterial may also harm our business.
Corporate Communications, Inc.
Tripp Sullivan, 615-324-7335
tripp.sullivan@cci-ir.com
Source: Columbia Property Trust, Inc.