Current Price – $10.9
Offer Price – $12.25 – $13.00
Potential Gain – 19% or $208 for Odd Lot holders
Expiration date – August 8, 2013
Odd Lot holders (less than 100 shares) are not subject to proration
Summary:
Cole Real Estate Investments, Inc., a Maryland corporation formerly known as Cole Credit Property Trust III, Inc. that has elected to be taxed as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes, hereby offers to purchase for cash up to $250,000,000 in value of shares of its common stock, par value $0.01 per share (“Common Stock”), at a price specified by the tendering stockholders of not greater than $13.00 nor less than $12.25 per share of Common Stock, net to the seller in cash.
On June 20, 2013, shares of our Common Stock were listed on the New York Stock Exchange (the “NYSE”) and began trading under the symbol “COLE”. Immediately after the listing, there were 494,077,466 shares of Common Stock issued and outstanding.
At the maximum price of $13.00 per share of Common Stock, we could purchase approximately 19,230,769 shares of Common Stock if the Offer is fully subscribed, which would represent approximately 3.9% of our issued and outstanding shares. At the minimum price of $12.25 per share of Common Stock, we could purchase approximately 20,408,163 shares of Common Stock if the Offer is fully subscribed, which would represent approximately4.1% of our issued and outstanding shares
Proration:
Upon the terms and subject to the conditions of the Offer, if the number of shares of Common Stock properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $250,000,000, we will purchase shares of Common Stock:
– first, from all Odd Lot Holders (as defined below) who properly tender all of their shares of Common Stock at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; and
– second, from all other stockholders who properly tender shares of Common Stock at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date, on a pro rata basis, with appropriate adjustments to avoid the purchase of fractional shares of Common Stock, until we have purchased shares of Common Stock resulting in an aggregate purchase price of $250,000,000.
Source of Funds:
If the Offer is fully subscribed, we expect the aggregate purchase price for the shares of Common Stock in the Offer, together with all related fees and expenses, to be approximately $253.1 million.
We intend to fund the Purchase Price for shares of Common Stock accepted for payment pursuant to the Offer, and related fees and expenses, from available cash and/or borrowings under our operating partnership’s existing senior unsecured credit facility. We had approximately $124.2 million of available cash as of June 18, 2013 and approximately $577.0 million available under the credit facility as of June 20, 2013. The Offer is not subject to a financing contingency. The description of the credit facility set forth in Item 1.01 in the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2013 is incorporated by reference into this Offer to Purchase.