Centerline Holding Company (NYSE:CHC) today announced the closing of the private placement of the $131.2 million convertible preferred share investment with Related Companies. The Company also announced the terms of the previously disclosed rights offering which will enable Centerline’s shareholders to invest in the same convertible preferred shares at the same purchase price paid by Related Companies.
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, subject to declaration by the Board of Trustees.
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 as of February 4, 2008, the record date for offering (the “Record Date”). Related Companies 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 rights offering will expire at 5:00 p.m., Eastern Standard Time on February 20, 2008, unless extended at the discretion of the Company. Rights that are not exercised by the expiration of the offering will expire.
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 subscription certificates relating to the rights offering will be filed with SEC and mailed to security holders on or about February 4, 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 on the SEC Web site at www.sec.gov. Alternatively, Centerline will arrange to send you the Prospectus if you request it by calling Centerline’s Corporate Communications department directly at (800) 831-4826, or by emailing Centerline at info@centerline.com.
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 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 with a core focus on real estate and more than $11.6 billion of assets under management. Centerline is headquartered in New York, New York and has over 500 employees in nine offices throughout the United States.