Exhibit 99.1
AMB PROPERTY CORPORATION ANNOUNCES RESULTS TO DATE
AND AMENDMENT OF TENDER OFFER FOR NOTES OF AMB
PROPERTY, L.P.
SAN FRANCISCO, December 1, 2009 AMB Property Corporation (NYSE: AMB) announced
today that, as of 5:00 p.m., New York City time, on Tuesday, December 1, 2009 (the
Early Tender Date), a total of approximately $168.9 million in aggregate principal
amount of AMB Property, L.P.s outstanding 6.30% Notes due 2013, 5.90% Notes due
2013, 7.00% Notes due 2011 and 6.75% Notes due 2011 (collectively, the Notes),
have been tendered pursuant to AMB Property, L.P.s tender offer (the Offer) for
up to $250,000,000 aggregate principal amount (the Maximum Tender Cap) of the
Notes. Approximately $88.0 million in aggregate principal amount of AMB Property,
L.P.s outstanding 6.30% Notes due 2013 and $74.9 million in aggregate principal
amount of AMB Property, L.P.s outstanding 5.90% Notes due 2013 have been tendered,
for an aggregate principal amount of approximately $162.9 million of the notes
maturing in 2013. Approximately $6.0 million in aggregate principal amount of AMB
Property, L.P.s outstanding 7.00% Notes due 2011 have been tendered. The tender
offer will expire at midnight, New York City time, on Tuesday, December 15, 2009,
unless extended or earlier terminated by AMB Property, L.P. (the Expiration Date).
The terms and conditions of the tender offer are set forth in an Offer to Purchase
dated November 17, 2009 (the Offer to Purchase) and related Letter of Transmittal,
which together constitute the tender offer.
AMB Property Corporation also announced that AMB Property, L.P. has amended the
terms of the Offer in the manner described in this release. Except as otherwise
provided in this release, the terms and conditions of the Offer are set forth in the
Offer to Purchase and the related Letter of Transmittal and remain unchanged.
The Offer originally contemplated that the purchase price to be paid for Notes that
were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City
time, on the Early Tender Date, unless extended or earlier terminated, and the
purchase price for Notes after such time but prior to the Expiration Date would be
payable in cash as set forth in the table below. The Total Consideration includes
the early tender payment of $30 per $1,000 principal amount of Notes (the Early
Tender Payment). Holders validly tendering their Notes after the Early Tender Date
and prior to the Expiration Date would have been only eligible to receive the Tender
Offer Consideration set forth in the table below, which is equal to the Total
Consideration minus the Early Tender Payment. As amended, AMB Property, L.P. will
pay the applicable Total Consideration for any Notes
purchased in the Offer, regardless of whether they were tendered prior to or after
the Early Tender Date. Accrued and unpaid interest up to, but not including, the
date of payment for the Notes will be paid in cash on all validly tendered and
accepted Notes. The date of payment for the Notes is expected to be the next
business day following the Expiration Date.
Withdrawal rights with respect to the tendered Notes have expired. Accordingly,
holders may not withdraw any Notes previously or hereafter tendered, except as
contemplated in the Offer to Purchase.
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Aggregate Principal |
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Tender Offer |
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Early Tender |
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CUSIP |
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Amount |
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Acceptance Priority |
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Consideration |
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Payment |
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Total Consideration |
Number |
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Title of Security |
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Outstanding |
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Level |
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(1) |
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(1) |
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(1) |
00163X AN0 |
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6.30% Series C Medium-Term
Notes due 2013 |
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$ |
290,335,000 |
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1 |
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$ |
1,020.00 |
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$ |
30 |
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$ |
1,050.00 |
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00163X AM2 |
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5.90% Series C Medium-Term
Notes due 2013 |
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$ |
166,480,000 |
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1 |
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$ |
1,008.75 |
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$ |
30 |
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$ |
1,038.75 |
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00163X AE0 |
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7.00% Medium-Term Notes due 2011 |
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$ |
50,000,000 |
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2 |
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$ |
1,032.50 |
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$ |
30 |
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$ |
1,062.50 |
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00163X AF7 |
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6.75% Medium-Term Notes due 2011 |
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$ |
25,000,000 |
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2 |
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$ |
1,035.00 |
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$ |
30 |
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$ |
1,065.00 |
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(1) |
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Per $1,000 principal amount of Notes accepted for purchase. |
This press release is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell with respect to any securities. The tender offer is only
being made pursuant to the terms of the Offer to Purchase and the related Letter of
Transmittal. The tender offer is not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue sky or other laws
of such jurisdiction. None of AMB Property Corporation, AMB Property, L.P., the dealer
managers, the depositary, the information agent or their respective affiliates is making
any recommendation as to whether or not holders should tender all or any portion of their
Notes in the tender offer.
AMB Property, L.P. has engaged J.P. Morgan Securities Inc., BofA Merrill Lynch and Morgan
Stanley & Co. Incorporated to act as dealer managers for the tender offer and Global
Bondholder Services Corporation to act as information agent and depositary for the tender
offer. Requests for documents may be directed to Global Bondholder Services Corporation at
866.540.1500 (U.S. toll free) or at 212.430.3774 (collect), or in writing to 65 Broadway,
Suite 723, New York, NY 10006, Attention: Corporate Actions. Questions regarding the
tender offer may be directed to J.P. Morgan Securities Inc. at 212.834.3424 or 866.834.4666
(U.S. toll free); BofA Merrill Lynch at 888.292.0070 (U.S. toll free) or at 980.388.4603
(collect); or Morgan Stanley & Co. Incorporated at 866.718.1649 (toll free).
AMB Property Corporation.(r) Local partner to global trade.(tm)
AMB Property Corporation(r) is a leading owner, operator and developer of global industrial
real estate, focused on major hub and gateway distribution markets in the Americas, Europe
and Asia. As of September 30, 2009, AMB owned, or had investments in, on a consolidated
basis or through unconsolidated joint ventures, properties and development projects
expected to total approximately 156.1 million square feet (14.5 million square meters) in
47 markets within 14 countries. AMB invests in properties located predominantly in the
infill submarkets of its targeted markets. The companys portfolio comprises High
Throughput Distribution(r) facilities-industrial properties built for speed and located
near airports, seaports and ground transportation systems.
AMBs press releases are available on the company website at www.amb.com or by
contacting the Investor Relations department at +1 415 394 9000.
Some of the information included in this press release contains forward-looking statements,
such as statements related to the cash tender offer for the Notes. Because these
forward-looking statements involve numerous risks and uncertainties, there are important
factors that could cause our actual results to differ materially from those in the
forward-looking statements, and you should not rely on the forward-looking statements as
predictions of future events. The events or circumstances reflected in the forward-looking
statements might not occur. You can identify forward-looking statements by the use of
forward-looking terminology such as believes, expects, may, will, should,
seeks, approximately, intends, plans, forecasting, pro forma, estimates or
anticipates or the negative of these words and phrases or similar words or phrases. You
can also identify forward-looking statements by discussions of strategy, plans or
intentions. Forward-looking statements are necessarily dependent on assumptions, data or
methods that may be incorrect or imprecise and we may not be able to realize them. We
caution you not to place undue reliance on forward-looking statements, which reflect our
analysis only and speak as of the date of this press release or as of the dates indicated
in the statements. All of our forward-looking statements are qualified in their entirety by
this statement. We assume no obligation to update or supplement forward-looking statements.
The following factors, among others, could cause actual results and future events to differ
materially from those set forth or contemplated in the forward-looking statements contained
in this press release: any material adverse change in the financial or securities markets
within or outside the United States or in political, financial or economic conditions
within or outside the United States or any material
outbreak or material escalation of hostilities within or outside the United States or
declaration by the United States of a national emergency or war or other material calamity
or crisis within or outside the United States, including, without limitation, an act of
terrorism, any suspension or limitation of trading in securities generally or in any of the
securities of AMB by the SEC, by any exchange that lists such securities or in any
over-the-counter market, any declaration by any governmental authority of a general banking
moratorium, any financial market fluctuations, actual or perceived changes in general
economic conditions, global trade or in the real estate sector, inflation risks, an actual
or perceived downturn in the U.S., California or
global economy, any amendment, extension
or termination of the tender offer, and certain other matters discussed under the heading
Risk Factors and elsewhere in our annual report on Form 10-K for the year ended December
31, 2008 and our quarterly reports on Form 10-Q for the quarters ended March 31, 2009, June
30, 2009 and September 30, 2009.
SOURCE: AMB Property Corporation
CONTACT:
AMB CONTACTS
Tracy A. Ward
Vice President, IR & Corporate Communications
Direct +1 415 733 9565
Email tward@amb.com