BEACHWOOD, Ohio, Nov. 2, 2010 /PRNewswire-FirstCall/ -- Developers
Diversified Realty Corporation (NYSE: DDR) announced today it
priced its underwritten public offering of $305 million aggregate principal amount of
convertible senior notes due 2040.
The notes will pay interest semiannually at a rate of 1.75% per
annum and mature on November 15,
2040. The notes will have an initial conversion rate of
61.0361 per $1,000 principal amount
of the notes, representing a conversion price of approximately
$16.38 per common share and a
conversion premium of approximately 27.5% based on the Company
closing share price of $12.85 per
common share on November 1, 2010. The
initial conversion rate is subject to adjustment under certain
circumstances.
The Company may redeem the notes anytime on or after
November 20, 2015 in whole or in part
for cash equal to 100% of the principal amount of the notes plus
accrued and unpaid interest to but excluding the redemption date.
Holders may require the Company to repurchase notes in whole or in
part for cash at 100% of the principal amount plus accrued and
unpaid interest, up to but excluding the repurchase date, on
November 15, 2015; November 15, 2020; November 15, 2025; November 15, 2030; and November 15, 2035, as well as following the
occurrence of certain change of control transactions. Additionally,
the holders of the notes may convert the notes upon the occurrence
of specified events, as well as anytime during the period beginning
on May 15, 2040 through the second
business day preceding the maturity date. In these instances,
the principal amount of the notes will be converted into cash and
the remainder, if any, of the conversion value in excess of such
principal amount will be converted into cash, the Company's common
shares or a combination thereof (at the Company's election).
Developers Diversified expects to use the net proceeds from the
offering to reduce balances on its corporate revolving credit
facilities and for general corporate purposes.
J.P. Morgan Securities LLC, Goldman, Sachs & Co., Deutsche
Bank Securities Inc. and UBS Securities LLC served as joint
book-running managers, KeyBanc Capital Markets Inc., RBC Capital
Markets Corporation, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc.
served as senior co-managers, and Daiwa Capital Markets America
Inc., FBR Capital Markets & Co., ING Financial Markets LLC and
RBS Securities Inc. served as co-managers.
This release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale is not permitted. A
registration statement relating to these securities has been filed
with the Securities and Exchange Commission and is effective.
A prospectus supplement and accompanying prospectus relating to
this offering will be filed with the Securities and Exchange
Commission. A copy of the final prospectus supplement and
accompanying prospectus relating to this offering may be obtained,
when available, from: J.P. Morgan Securities LLC, Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or at 1-866-803-9204; or
from Goldman, Sachs & Co., Attention Prospectus Department, 200
West Street, New York, New York
10282, or at (212) 902-1171 or toll-free (866) 471-2526 or by
emailing prospectus-ny@ny.email.gs.com; or from Deutsche Bank
Securities Inc., 100 Plaza One, Second Floor, Jersey City, NJ 07311, or at 1-800-503-4611;
or from UBS Securities LLC, Prospectus Department, 299 Park Avenue,
New York, NY 10171 or at
1-888-827-7275.
Developers Diversified owns and manages approximately 590 retail
operating and development properties in 41 states, Brazil, Canada and Puerto
Rico. Totaling more than 134 million square feet, Developers
Diversified's shopping center portfolio features open-air,
value-oriented neighborhood and community centers, mixed-use
centers and lifestyle centers located in prime markets with stable
populations and high-growth potential. Developers Diversified is
the largest landlord in Puerto
Rico and owns a premier portfolio of regional malls in and
around Sao Paulo, Brazil.
Developers Diversified is a self-administered and self-managed REIT
operating as a fully integrated real estate company.
Cautionary Note on Forward-Looking Statements
Developers Diversified considers portions of this release to be
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 with respect to Developers Diversified's expectation
for future periods. Although Developers Diversified believes
that the expectations reflected in such forward-looking statements
are based upon reasonable assumptions, it can give no assurance
that its expectations will be achieved. For this purpose, any
statements contained herein that are not historical fact may be
deemed to be forward-looking statements. There are a number of
important factors that could cause our results to differ materially
from those indicated by such forward-looking statements, including,
among other factors, local conditions such as oversupply of space
or a reduction in demand for real estate in the area; competition
from other available space; dependence on rental income from real
property; the loss of, significant downsizing of or bankruptcy of a
major tenant; constructing properties or expansions that produce a
desired yield on investment; Developers Diversified's ability to
sell assets on commercially reasonable terms; Developers
Diversified's ability to secure equity or debt financing on
commercially acceptable terms or at all; our ability to enter into
definitive agreements with regard to our financing and joint
venture arrangements or our failure to satisfy conditions to the
completion of these arrangements; the finalization of the financial
statements for the three-month period ended September 30, 2010; and Developers Diversified's
ability to successfully complete this public offering due to market
conditions or any other reason. For additional factors that could
cause Developers Diversified's results to differ materially from
those indicated in the forward-looking statements, please refer to
Developers Diversified's Annual Report on Form 10-K for the year
ended December 31, 2009. Developers
Diversified undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that
arise after the date hereof.
SOURCE Developers Diversified Realty Corporation