PRINCETON, NJ—Chambers Street Properties announced the preliminary results of its modified Dutch Auction tender offer for the purchase of up to $125 million in value of its Common Shares of Beneficial Ownership, par value $0.01 per share from its shareholders, which expired at 5:00 p.m., EST, on June 19. Chambers Street announced that it processed the full amount of the tender offer as initially contemplated and met the properly tendered requests submitted by tendering stockholders. Wells Fargo Securities LLC and Citigroup Global Markets Inc. 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agent and depositary for the tender offer, a total of 76,107,253 Common Shares were properly tendered and not properly withdrawn at or below the final purchase price of $10.10 per share, including 2,066,395 Common Shares that were tendered through notice of guaranteed delivery. Based on this preliminary count, the 76,107,253 Common Shares properly tendered and not properly withdrawn at or below the final purchase price of $10.10 per share represent approximately 30.57 percent of the company's currently issued and outstanding Common Shares.
In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the paying agent and depositary, Chambers Street will accept for purchase 12,376,237 Common Shares properly tendered and not properly withdrawn prior to the expiration of the tender offer at a purchase price of $10.10 per share, for an aggregate cost of approximately $125 million, excluding fees and expenses relating to the tender offer. Based on this preliminary count, the 12,376,237 Common Shares to be accepted for purchase in the tender offer represent approximately 4.97 percent of Chamber Street’s currently issued and outstanding Common Shares. Based on these preliminary numbers, Chambers Street anticipates that, following settlement of the tender offer, it will have approximately 236,573,214 Common Shares outstanding.
Due to the oversubscription of the tender offer, based on the preliminary count described above, Chambers Street will accept for purchase on a pro rata basis approximately 16.05 percent of the Common Shares properly tendered and not properly withdrawn at or below the purchase price of $10.10 per Common Share by each tendering stockholder (other than “odd lot” holders, whose Common Shares will be purchased on a priority basis).
The number of Common Shares to be purchased, the purchase price and the proration 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 Common Shares 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 Common Shares to be purchased, the final purchase price and the final proration information will be announced following completion of the confirmation process. Payment for the Common Shares accepted for purchase under the tender offer, and return of all other Common Shares tendered and not purchased, will occur promptly, in accordance with applicable law.