Centerline Holding Company Commences $131.2 Million Rights Offering.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Centerline cen·ter·line n. 1. A line that bisects something into equal parts. 2. A painted line running along the center of a road or highway that divides it into two sections for traffic moving in opposite directions, or, in the case of Holding Company (NYSE NYSE See: New York Stock Exchange :CHC CHC Chicago Cubs CHC Community Health Center CHC Chestnut Hill College (Philadelphia, Pennsylvania) CHC Congressional Hispanic Caucus CHC Community Health Council (UK National Health Service) ) ("Centerline" or the "Company"), the parent company of Centerline Capital Group, today announced that it has commenced the Company's $131.2 million rights offering for up to 11,216,628 convertible preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. . The rights offering will expire at 5:00 p.m., Eastern Daylight Time, on April 4, 2008, unless extended at the discretion of the Company. Rights that are not exercised by the expiration of the offering will expire. The convertible preferred shares, designated as 11.0% Cumulative Convertible Preferred Shares, Series A-1, have a liquidation preference of $11.70 per share and a conversion price of $10.75 per share. The convertible preferred shares will pay cash distributions at a rate of 11% per annum Per annum Yearly. , subject to declaration by the Board of Trustees board of trustees Politics The posse of thugs who oversee an institution's administration. See Board of directors. . Pursuant to the rights offering, the Company will distribute non-transferable rights to subscribe for and purchase up to 11,216,628 convertible preferred shares to holders of record of common shares, preferred shares and other securities that are convertible into common shares or entitled to distributions or voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. as of February 4, 2008, the record date for offering (the "Record Date"). Related Companies, which previously acquired 11,216,628 convertible preferred shares at the same purchase price as is being offered in the rights offering, will not participate in the rights offering, but will backstop the rights offering by retaining 100 percent of any convertible preferred shares not subscribed for in the offering. Under the terms of the rights offering, each such security holder will receive one right for each common share or common share equivalent owned on the Record Date. Rights holders will be entitled to purchase one convertible preferred share at a subscription price of $11.70 per share for each six rights they own. The Company will redeem from Related Companies a number of convertible preferred shares equal to that number of shares which are subscribed for through the rights offering, with Related Companies retaining any convertible preferred shares not subscribed for by the Company's other security holders. Centerline has filed a registration statement (including a base prospectus) with the U.S. Securities and Exchange Commission, or SEC, for the potential offering of equity securities to which this communication relates. A prospectus supplement (together with the accompanying base prospectus, the "Prospectus") and have been filed with SEC and mailed to eligible security holders on or about March 7, 2008. Before you invest, you should read the Prospectus, the documents incorporated by reference therein and other documents Centerline has filed with the SEC for more complete information about Centerline and this offering. You may get these documents for free by visiting EDGAR Edgar or Eadgar (both: ĕd`gər), 943?–975, king of the English (959–75), son of Edmund, king of Wessex. In 957 the Mercians and Northumbrians rebelled against Edgar's brother Edwy and chose Edgar as their king. on the SEC website at www.sec.gov. Alternatively, Centerline will arrange to send you the Prospectus if you request it by emailing Centerline at info@centerline.com or calling the information agent, The Altman Group, for the rights offering. Shareholders should dial (866) 745-0267; brokers should dial (201) 806-7319. This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities in any state where the offer or sale is not permitted. The rights offering will only be made by means of a prospectus supplement and accompanying base prospectus. The rights to be distributed to the security holders will not be transferable and do not contain oversubscription Oversubscription The excess number of shares or bonds that investors want to buy but are not available due to high demand. provisions permitting subscription of additional shares. About the Company Centerline Capital Group, a subsidiary of Centerline Holding Company (NYSE:CHC), is an alternative asset manager focused on real estate funds and financing. As of December 31, 2007, Centerline had more than $11.9 billion of assets under management Assets Under Management (AUM) is a term used by financial services companies in the mutual fund and money management or investment management business to gauge how much money they are managing. . Centerline is headquartered in New York, New York and has over 500 employees in nine offices throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . For more information, please visit Centerline's website at http://www.centerline.com or contact the Corporate Communications Department directly at (800) 831-4826. Certain statements in this document may constitute 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 statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include the risk that we are unable to successfully implement the Company's new strategy and uncertainty of the market's reception of the new strategy and dividend policy, and other risks are detailed in Centerline Holding Company's most recent 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. , Form 10-Q Form 10-Q See 10-Q. and in its other filings with the Securities and Exchange Commission, and include, among others, adverse changes in real estate markets including, among other things, competition with other companies; interest rate fluctuations; general economic and business conditions, which will, among other things, affect the availability and credit worthiness of prospective tenants, lease rents and the terms and availability of financing for properties financed by mortgage revenue bonds we own; environmental/safety requirements; changes in applicable laws and regulations; our tax treatment, the tax treatment of our subsidiaries and the tax treatment of our investments; risk of default associated with the mortgage revenue bonds and other securities held by us or our subsidiaries; risks associated with providing credit intermediation; risk of loss under mortgage loan loss sharing agreements; the risk that relationships with key investors and developers may not continue; our ability to generate fee income may not continue; and risks related to the form and structure of our financing arrangements. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements speak only as of the date of this document. Centerline Holding Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Centerline Holding Company's expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based. |
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