CB Richard Ellis Services, Inc. Commences Tender Offer and Consent Solicitation for its 9 3/4% Senior Notes due 2010.LOS ANGELES Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. -- CB Richard Ellis CB Richard Ellis Group, Inc. NYSE: CBG is a multinational real estate corporation currently based in Los Angeles, California, U.S.A.. On December 20, 2006, the corporation, also known as CBRE, completed acquisition of Trammell Crow Co. in a transaction valued at $2. Group, Inc. (NYSE NYSE See: New York Stock Exchange :CBG CBG corticosteroid-binding globulin. ) today announced that its wholly-owned subsidiary, CB Richard Ellis Services, Inc. (the "Company"), has commenced a cash tender offer for any and all of its outstanding $130,000,000 aggregate principal amount 93/4% Senior Notes due 2010 (the "Notes") on the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with Statement dated November 3, 2006 and the related Consent and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . The Company is also soliciting consents to certain proposed amendments to the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing the Notes to eliminate most of the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. and certain events of default. The tender offer documents more fully set forth the terms of the tender offer and consent solicitation. The tender offer will expire at 5 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on December 4, 2006, unless extended or earlier terminated by the Company. The Company reserves the right to terminate, withdraw or amend the tender offer and consent solicitation at any time subject to applicable law. The total consideration for each $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the tender offer will be determined as specified in the tender offer documents and will be equal to the sum of:
(a) the present value on the applicable payment date for the tender of
Notes of (i) $1,048.75 (which is equal to the redemption price on
the earliest possible redemption date (the "Redemption Date") for
the Notes) and (ii) the remaining scheduled interest payments on
such Notes to and including the Redemption Date, determined on the
basis of a yield to the Redemption Date equal to the sum of (A)
the yield on the 4 3/8% U.S. Treasury Security due May 15, 2007
(the "Reference Treasury Security"), based on the bid side price
for the Reference Treasury Security on the price determination
date, in each case as calculated by Credit Suisse Securities (USA)
LLC ("Credit Suisse") in accordance with standard market practice,
as described in the tender offer documents, plus (B) a fixed
spread of 50 basis points; minus
(b) accrued and unpaid interest on such Notes up to, but not
including, the applicable payment date. The Company will pay
accrued and unpaid interest up to, but not including, the
applicable payment date. Each holder who validly tenders its Notes
and delivers consents on or prior to 5 p.m., New York City time,
on November 16, 2006 shall be entitled to a consent payment, which
is included in the total consideration above, of $30 for each
$1,000 principal amount of Notes tendered by such holder if such
Notes are accepted for purchase pursuant to the tender offer.
Holders who tender Notes are required to consent to the proposed
amendments to the indenture. Any tender of Notes prior to the
consent date may be validly withdrawn and consents may be validly
revoked at any time prior to the consent date, but not thereafter
unless the tender offer and the consent solicitation are
terminated without any Notes being purchased. Holders who tender
Notes after the consent date will not receive the consent payment.
The Company expects to pay for any Notes purchased pursuant to the tender offer and consent solicitation in same-day funds on a date promptly following the expiration of the tender offer. The Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver of certain conditions, including the receipt of sufficient consents with respect to the proposed amendments to the indenture. The Company intends to finance the purchase of the Notes and related fees and expenses with cash on hand or funds drawn under its existing credit facility. The complete terms and conditions of the tender offer and the consent solicitation are set forth in the tender offer documents which are being sent to holders of Notes. Holders are urged to read the tender offer documents carefully. The Company has retained Credit Suisse The Credit Suisse Group (SWX:CSGN, NYSE: CS) is a financial services company, headquartered in Zürich, Switzerland. It is the second-largest Swiss bank, behind UBS AG. to act as Dealer Manager in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Credit Suisse at 800-820-1653 (toll free) or 212-538-0652 (collect). Copies of the tender offer documents and other related documents may be obtained from Georgeson Inc., the information agent for the tender offer and consent solicitation, at 866-244-9585 (toll free) or 212-440-9800 (collect). The tender offer and consent solicitation is being made solely by means of the tender offer documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of the Company or CB Richard Ellis Group, Inc. It also is not a solicitation of consents to the proposed amendments to the indenture. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent. About CB Richard Ellis Group, Inc. CB Richard Ellis Group, Inc., a FORTUNE 1000 company headquartered in Los Angeles, is the world's largest commercial real estate services firm (in terms of 2005 revenue). With approximately 14,500 employees, CB Richard Ellis Group serves real estate owners, investors and occupiers through more than 200 offices worldwide (excluding affiliate and partner offices). CB Richard Ellis offers strategic advice and execution for property sales and leasing; corporate services Activities that combine or consolidate certain enterprise-wide needed support services, provided based on specialized knowledge, best practices, and technology to serve internal (and sometimes external) customers and business partners. ; property, facilities and project management; mortgage banking; investment management; appraisal and valuation; and research and consulting. Founded in 1906, CB Richard Ellis marks a century of excellence in real estate services this year. Please visit our Web site at www.cbre.com. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This release contains forward-looking statements within the meaning of the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may affect our financial information and the Company's ability to complete the tender offer and the consent solicitation. Any forward-looking statements speak only as of the date of this release and, except to the extent required by applicable securities laws, we expressly disclaim any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Factors that could affect our financial information and the Company's ability to complete the tender offer and the consent solicitation include, but are not limited to: commercial real estate vacancy levels; employment conditions and their effect on vacancy rates; property values; rental rates; interest rates; realization of values in investment funds Noun 1. investment funds - money that is invested with an expectation of profit investment assets - anything of material value or usefulness that is owned by a person or company to offset related incentive compensation expense; any general economic recession domestically or internationally; general conditions of financial liquidity for real estate transactions; our ability to leverage our platform to sustain revenue growth; our ability to retain and incentivize in·cen·tiv·ize tr.v. in·cen·tiv·ized, in·cen·tiv·iz·ing, in·cen·tiv·iz·es To offer incentives or an incentive to; motivate: producers; and our levels of borrowing. Additional information concerning factors that may influence our financial information is discussed under "Risk Factors", "Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Financial Condition and Results of Operations", "Quantitative and Qualitative Disclosures About Market Risk" and "Forward-Looking Statements" in our Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2005, and under "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Quantitative and Qualitative Disclosures About Market Risk" and "Forward-Looking Statements" in our Quarterly Report on Form 10-Q Form 10-Q See 10-Q. for the quarter ended June 30, 2006, as well as in our press releases and other periodic filings with the Securities and Exchange Commission. Such filings are available publicly and may be obtained from our web site at www.cbre.com or upon request from the CB Richard Ellis Investor Relations Investor relations The process by which the corporation communicates with its investors. Department at investorrelations@cbre.com. |
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