Colonial Properties Trust Announces Early Tender Offer Results and Increases Size of Tender Offer to $250 Million (Business Wire)

Mon, 20 Apr 2009 12:50:00 Etc/GM

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 Tendered Notes may not be withdrawn after 5:00 p.m., New York City time, on Monday, April 27, 2009, unless extended by Colonial Realty.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.

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

source: http://biz.yahoo.com/bw/090420/20090420005568.html?.v=1

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