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EX-99.1 - EX-99.1 - Gramercy Property Trustd560233dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2013

CHAMBERS STREET PROPERTIES

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-35933   56-2466617

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

47 Hulfish Street, Suite 210, Princeton, NJ 08542

(Address of principal executive offices)

(609) 683-4900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01.   Other Events.

Chambers Street Properties (NYSE: CSG) (“Chambers Street” or the “Company”) announced today the final results of its modified “Dutch Auction” tender offer for the purchase of up to $125 million in value of its common shares of beneficial ownership, par value $0.01 per share (the “Common Shares”) from its shareholders, which expired at 5:00 p.m., New York City time, on June 19, 2013. Wells Fargo Securities, LLC and Citigroup Global Markets Inc. acted as the dealer managers for the tender offer.

Pursuant to the tender offer, the Company has accepted for purchase 12,376,237 Common Shares at a purchase price of $10.10 per share, for an aggregate cost of approximately $125,000,000, excluding fees and expenses relating to the tender offer. The 12,376,237 Common Shares accepted for purchase in the tender offer represent approximately 4.97% of Chambers Street’s issued and outstanding Common Shares as of June 19, 2013.

Based on the final count by Computershare Trust Company, N.A., the paying agent and depositary for the tender offer, a total of 75,434,576 Common Shares were properly tendered and not properly withdrawn at or below the final purchase price of $10.10 per share. The 75,434,576 Common Shares properly tendered and not properly withdrawn at or below the final purchase price of $10.10 per share represent approximately 30.30% of the Company’s issued and outstanding Common Shares as of June 19, 2013.

Due to the oversubscription of the tender offer, based on the final count described above, Chambers Street will accept for purchase on a pro rata basis approximately 16.19% of the Common Shares properly tendered and not properly withdrawn at or below the purchase price of $10.10 per Common Share by each tendering stockholder (other than “odd lot” holders, whose Common Shares will be purchased on a priority basis).

Payment for the Common Shares accepted for purchase under the tender offer, and return of all other Common Shares tendered and not purchased, will occur promptly, in accordance with applicable law.

Upon settlement of the tender offer, Chambers Street will have approximately 236,573,214 Common Shares outstanding.

The press release announcing the final results of the tender offer is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01.   Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1    Press Release dated June 26, 2013.

 

- 1 -


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CHAMBERS STREET PROPERTIES
June 26, 2013     By:   /S/    MARTIN A. REID        
    Name:   Martin A. Reid
    Title:   Chief Financial Officer