SAN DIEGO, CA -- (Marketwired) -- 09/03/15 -- Excel Trust, L.P. announced today that it has extended its previously announced tender offer (the "Tender Offer") and consent solicitation ("Consent Solicitation") for its 4.625% Senior Notes due 2024 (the "Notes"). The new expiration time is 11:59 p.m., New York City time, on September 29, 2015.
As previously announced, the requisite consents to approve the proposed amendments associated with the Consent Solicitation were obtained and Excel Trust, L.P., BRE Retail Centers Corp, as guarantor and Wells Fargo Bank, National Association, as trustee have executed and delivered a supplemental indenture containing the proposed amendments, which amendments will become operative upon the payment for Notes purchased pursuant to the Offer.
As of 5:00 p.m., New York City time, on September 3, 2015, $249,176,000 aggregate principal amount of Notes, constituting approximately 99.67% of the aggregate principal amount of Notes outstanding, were properly tendered and not properly withdrawn.
Except as set forth herein, the terms of the Tender Offer and Consent Solicitation remain unchanged. The Tender Offer and the Consent Solicitation are subject to a number of conditions that are set forth in the Offer to Purchase and Consent Solicitation Statement dated August 6, 2015 (the "Offer to Purchase"), including, without limitation, the satisfaction or waiver of the requisite financing condition, as more fully described in the Offer to Purchase.
As a result of the previously announced passing of the withdrawal deadline, Notes tendered pursuant to the Tender Offer may no longer be withdrawn and consents delivered pursuant to the Consent Solicitation may no longer be revoked.
Upon the terms and subject to the conditions of the Tender Offer, Holders who tendered their Notes at or prior to 5:00 p.m., New York City time, on August 20, 2015 will be eligible to receive the total consideration offered in the Tender Offer of $1,000 per $1,000 principal amount of such Notes validly tendered and not validly withdrawn, which includes a consent payment of $30 per $1,000 principal amount. Holders tendering Notes after 5:00 p.m., New York City time, on August 20, 2015 but at or prior to 11:59 p.m., New York City time, on September 29, 2015, the new expiration time for the Tender Offer and Consent Solicitation, will be eligible to receive the tender offer consideration offered in the Tender Offer of $970.00 per $1,000 principal amount of Notes so tendered but not the consent payment of $30.00 per $1,000 principal amount of Notes. In addition, Holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest in respect of their purchased Notes to, but not including, the applicable settlement date.
Excel Trust, L.P. has engaged Wells Fargo Securities, LLC to act as the dealer manager for the Tender Offer and solicitation agent for the Consent Solicitation and D.F. King & Co., Inc. to serve as the tender agent and information agent for the Tender Offer and the Consent Solicitation.
Questions regarding procedures for tendering Notes and delivering consents or requests for additional documents may be directed to D.F. King & Co., Inc. by telephone at (866) 829-0541 (toll-free) (banks and brokers please call (212) 269-5550) or by email at exl@dfking.com. Questions regarding the terms of the Tender Offer and the Consent Solicitation may be directed to Wells Fargo Securities, LLC by telephone at (866) 309-6316 (toll-free) and (704) 410-4760 (collect).
This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to purchase, or a solicitation of consents with respect to, any Notes. The Tender Offer and the Consent Solicitation are being made solely by the Offer to Purchase, as amended hereby, and the related Letter of Transmittal and Consent (the "Letter of Transmittal"). The Tender Offer is not being made to holders in any jurisdiction in which an offer to buy or the solicitation of an offer to sell Notes is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer shall be deemed to be made on behalf of us by Wells Fargo Securities, LLC or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
This press release contains forward-looking statements which include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements are based upon management's current plans and beliefs or current estimates of future results or trends. These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties that may cause actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements.
Given these risks and uncertainties, we urge you to read the Offer to Purchase and the Letter of Transmittal completely and with the understanding that actual future results may be materially different from what we plan or expect. All of the forward-looking statements made in this press release, including statements related to the Tender Offer and the Consent Solicitation, including the consent payment deadline, the expiration time, settlement dates and possible completion of the Tender Offer and the Consent Solicitation are qualified by these cautionary statements and investors are cautioned not to place undue reliance on these forward-looking statements. In addition, these forward-looking statements present our estimates and assumptions only as of the date hereof, and we disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except, with respect to the Tender Offer and the Consent Solicitation, as specifically set forth in this press release or as otherwise may be required by law.
Contact:
For Excel Trust
Greg Davis
VP Capital Markets & Investor Relations
858 798 1464
Email Contact
