Piedmont Office Realty Trust, Inc. (“Piedmont” or the “Company”)
(NYSE: PDM) today announced that its operating partnership,
Piedmont Operating Partnership, LP (the “Operating Partnership”),
has commenced a cash tender offer to purchase any and all of its
outstanding 4.450% senior notes due 2024 (the “notes”) for the
consideration described below.
Title of Security |
CUSIP Number /
ISIN |
Principal Amount Outstanding |
Purchase Price(*) |
4.450% Senior Notes due 2024 |
720198AD2 / US720198AD26 |
$ |
400,000,000 |
$ |
1,000 |
*Per $1,000 principal amount of notes. The consideration per
$1,000 principal amount of notes validly tendered and accepted for
purchase pursuant to this tender off shall be the purchase price
set forth in the table above, plus accrued and unpaid interest from
the last applicable interest payment date to, but not including,
the Settlement Date (as defined below).
The tender offer will expire at 5:00 p.m., New York City time,
on July 24, 2023, unless extended or earlier terminated (the
“Expiration Time”). Holders who have validly tendered their notes
may withdraw such notes at any time (i) at or prior to the earlier
of (x) the Expiration Time and (y) in the event the tender
offer is extended, the tenth business day after the date hereof,
and (ii) after the 60th business day after the date hereof if for
any reason the tender offer has not been consummated within 60
business days of the date hereof. The delivery of notes tendered by
guaranteed delivery procedures must be made no later than 5:00
p.m., New York City time, on July 26, 2023. The Company expects to
pay the applicable consideration for notes validly tendered and not
validly withdrawn at or prior to the Expiration Time on July 27,
2023, the third business day following the Expiration Time (the
“Settlement Date”). The tender offer is conditioned upon the
satisfaction or waiver of certain conditions, including the
Operating Partnership’s completion of a proposed debt financing.
The tender offer is not conditioned upon any minimum amount of
notes being tendered.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase, dated July 18, 2023 (the
“Offer to Purchase”) and in the related Notice of Guaranteed
Delivery, along with any amendments and supplements thereto, which
holders are urged to read carefully before making any decision with
respect to the tender offer. The Company and the Operating
Partnership have retained BofA Securities, Inc. and J.P. Morgan
Securities LLC as dealer managers (the “Dealer Managers”) in
connection with the tender offer. Copies of the Offer to Purchase
and the related Notice of Guaranteed Delivery may be obtained from
D.F. King & Co., Inc., the Tender and Information Agent for the
tender offer, by phone at +1 (800) 848-3410 (banks and brokers) or
+1 (888) 628-1041 (all others), by email at piedmont@dfking.com or
online at www.dfking.com/piedmont. Questions regarding the tender
offer may also be directed to the Dealer Managers as set forth
below:
BofA Securities620 South Tryon Street, 20th
FloorCharlotte, North Carolina 28255Attn: Liability
ManagementToll-Free: +1 (888) 292-0070Collect: +1 (980)
387-3907Email: debt_advisory@bofa.com |
J.P. Morgan 383 Madison AvenueNew York, New York
10179Attention: Liability Management GroupToll-Free: (866)
834-4666Call Collect: (212) 834-4045 |
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The tender offer
is being made only by, and pursuant to the terms of, the Offer to
Purchase and the related Notice of Guaranteed Delivery. 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. In any jurisdiction
where the laws require the tender offer to be made on the Operating
Partnership’s behalf by a licensed broker or dealer and the Dealer
Managers or one of the Dealer Managers’ affiliates is such a
licensed broker or dealer in any such jurisdiction, the tender
offer will be deemed to be made by such Dealer Manager or
affiliate, as the case may be, on behalf of the Operating
Partnership. None of the Company, the Operating Partnership, the
Tender and Information Agent or the Dealer Managers, or any of
their affiliates, makes any recommendation as to whether holders
should tender or refrain from tendering all or any portion of their
notes in response to the tender offer.
About Piedmont Office Realty
Trust
Piedmont Office Realty Trust, Inc. (NYSE: PDM) is an owner,
manager, developer, redeveloper, and operator of high-quality,
Class A office properties located primarily in major U.S. Sunbelt
markets. Its approximately $5 billion portfolio is currently
comprised of approximately 17 million square feet. The Company is a
fully integrated, self-managed real estate investment trust (REIT)
with local management offices in each of its markets and is
investment-grade rated by S&P Global Ratings (BBB) and Moody’s
(Baa2). Piedmont is a 2023 ENERGY STAR Partner of the Year. For
more information, see www.piedmontreit.com.
Forward-looking Statements
Certain statements contained in this press release constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The Company intends for all such forward-looking
statements to be covered by the safe-harbor provisions for
forward-looking statements contained in Section 27A of the
Securities Act and Section 21E of the Exchange Act, as applicable.
Such information is subject to certain known and unknown risks and
uncertainties, which could cause actual results to differ
materially from those anticipated. Therefore, such statements are
not intended to be a guarantee of the Company`s performance in
future periods. Such forward-looking statements can generally be
identified by the Company's use of forward-looking terminology such
as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,”
“believe,” “continue” or similar words or phrases that indicate
predictions of future events or trends or that do not relate solely
to historical matters. These statements are based on beliefs and
assumptions of Piedmont’s management, which in turn are based on
information available at the time the statements are made.
The following are some of the factors that could cause the
Company's actual results and its expectations to differ materially
from those described in the Company’s forward-looking statements:
economic, regulatory, socio-economic (including work from home),
technological (e.g. Metaverse, Zoom, etc.), and other changes that
impact the real estate market generally, the office sector or the
patterns of use of commercial office space in general, or the
markets where we primarily operate or have high concentrations of
annualized lease revenue; the impact of competition on our efforts
to renew existing leases or re-let space on terms similar to
existing leases; lease terminations, lease defaults, lease
contractions, or changes in the financial condition of our tenants,
particularly by one of our large lead tenants; impairment charges
on our long-lived assets or goodwill resulting therefrom; the
success of our real estate strategies and investment objectives,
including our ability to implement successful redevelopment and
development strategies or identify and consummate suitable
acquisitions and divestitures; the illiquidity of real estate
investments, including economic changes, such as rising interest
rates, which could impact the number of buyers/sellers of our
target properties, and regulatory restrictions to which real estate
investment trusts (“REITs”) are subject and the resulting
impediment on our ability to quickly respond to adverse changes in
the performance of our properties; the risks and uncertainties
associated with our acquisition and disposition of properties, many
of which risks and uncertainties may not be known at the time of
acquisition or disposition; development and construction delays,
including the potential of supply chain disruptions, and resultant
increased costs and risks; future acts of terrorism, civil unrest,
or armed hostilities in any of the major metropolitan areas in
which we own properties, or future cybersecurity attacks against
any of our properties or our tenants; risks related to the
occurrence of cyber incidents, or a deficiency in our
cybersecurity, which could negatively impact our business by
causing a disruption to our operations, a compromise or corruption
of our confidential information, and/or damage to our business
relationships; costs of complying with governmental laws and
regulations, including environmental standards imposed on office
building owners; uninsured losses or losses in excess of our
insurance coverage, and our inability to obtain adequate insurance
coverage at a reasonable cost; additional risks and costs
associated with directly managing properties occupied by government
tenants, such as potential changes in the political environment, a
reduction in federal or state funding of our governmental tenants,
or an increased risk of default by government tenants during
periods in which state or federal governments are shut down or on
furlough; significant price and volume fluctuations in the public
markets, including on the exchange which we listed our common
stock; risks associated with incurring mortgage and other
indebtedness, including changing capital reserve requirements on
our lenders and rapidly rising interest rates in the public bond
markets, could impact our ability to finance properties or
refinance existing debt or significantly increase
operating/financing costs; a downgrade in our credit rating could
materially adversely affect our business and financial condition;
the effect of future offerings of debt or equity securities on the
value of our common stock; additional risks and costs associated
with inflation and continuing increases in the rate of inflation,
including the possibility of a recession that could negatively
impact our operations and the operations of our tenants and their
ability to pay rent; uncertainties associated with environmental
and regulatory matters; changes in the financial condition of our
tenants directly or indirectly resulting from geopolitical
developments that could negatively affect important supply chains
and international trade, the termination or threatened termination
of existing international trade agreements, or the implementation
of tariffs or retaliatory tariffs on imported or exported goods;
the effect of any litigation to which we are, or may become,
subject; additional risks and costs associated with owning
properties occupied by tenants in particular industries, such as
oil and gas, hospitality, travel, co-working, etc., including risks
of default during start-up and during economic downturns; changes
in tax laws impacting REITs and real estate in general, as well as
our ability to continue to qualify as a REIT under the Internal
Revenue Code of 1986, as amended, or other tax law changes which
may adversely affect our stockholders; the future effectiveness of
our internal controls and procedures; actual or threatened public
health epidemics or outbreaks, such as the COVID-19 pandemic, as
well as governmental and private measures taken to combat such
health crises, could have a material adverse effect on our business
operations and financial results; the adequacy of our general
reserve related to tenant lease-related assets or the establishment
of any other reserve in the future; and other factors, including
the risk factors discussed under Item 1A. of Piedmont’s Annual
Report on Form 10-K for the year ended December 31, 2022 and
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2023 and June 30, 2023.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. The Company cannot guarantee the accuracy of any
such forward-looking statements contained in this press release,
and the Company does not intend to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contacts
Research Analysts/Institutional Investors Contact:Eddie
Guilbert770-418-8592research.analysts@piedmontreit.com
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