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Select Income REIT (NYSE: SIR) today announced that it priced a public offering of 7,000,000 common shares to the public at a price of $24.00 per share. The settlement of this offering is expected to occur on Tuesday, December 11, 2012. SIR expects to use the net proceeds of this offering to repay amounts outstanding under its revolving credit facility. The underwriters have been granted a 30-day option to purchase up to an additional 1,050,000 common shares.
The joint book running managers for the offering are Morgan Stanley, BofA Merrill Lynch and Wells Fargo Securities. The joint lead managers are Citigroup, Jefferies, RBC Capital Markets and UBS Investment Bank. The co-managers are Janney Montgomery Scott and Oppenheimer & Co.
A registration statement relating to the offering of the common shares was declared effective by the Securities and Exchange Commission (SEC) on December 5, 2012. This press release is neither an offer to sell nor a solicitation of an offer to buy shares, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
A copy of the prospectus relating to the offering of the common shares can be obtained by contacting the offices of: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2
nd floor, New York, New York 10014; by email at email@example.com; BofA Merrill Lynch, 222 Broadway, New York, New York 10038; Attention: Prospectus Department, by email at firstname.lastname@example.org; or Wells Fargo Securities, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, by email at email@example.com.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SIR’S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE:
THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE OFFERING OF COMMON SHARES IS EXPECTED TO OCCUR ON TUESDAY, DECEMBER 11, 2012. IN FACT, THE SETTLEMENT OF THIS OFFERING IS SUBJECT TO VARIOUS CONDITIONS AND CONTINGENCIES AS ARE CUSTOMARY IN UNDERWRITING AGREEMENTS IN THE UNITED STATES. IF THESE CONDITIONS ARE NOT SATISFIED OR THE SPECIFIED CONTINGENCIES DO NOT OCCUR, THIS OFFERING MAY NOT CLOSE.
THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL 1,050,000 COMMON SHARES. AN IMPLICATION OF THIS STATEMENT MAY BE THAT THIS OPTION MAY BE EXERCISED IN WHOLE OR IN PART. IN FACT, SIR DOES NOT KNOW WHETHER THE UNDERWRITERS WILL EXERCISE THIS OPTION, OR ANY PART OF IT.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.