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Cole Real Estate Investments, Inc. Announces Preliminary Results Of Its Modified Dutch Auction Tender Offer

Stocks in this article: COLE

PHOENIX, Aug. 9, 2013 /PRNewswire/ -- Cole Real Estate Investments, Inc. (NYSE: COLE) (the "Company") announced today the preliminary results of its modified "Dutch auction" tender offer to purchase for cash up to $250 million in value of its shares of common stock (the "Common Stock") on the terms and subject to the conditions described in its Offer to Purchase dated June 20, 2013, which expired at 5:00 p.m., New York City time, on August 8, 2013. Goldman, Sachs & Co. and Lazard Freres & Co. LLC acted as the dealer managers for the tender offer.

(Logo: http://photos.prnewswire.com/prnh/20130802/MM58302LOGO)

Based on the preliminary count by The Colbent Corporation, the paying agent and depositary for the tender offer, a total of 281,774,434 shares of Common Stock were properly tendered and not properly withdrawn at the final purchase price of $12.25 per share, including 30,924,108 shares of Common Stock subject to notices of guaranteed delivery. 

In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the paying agent and depositary, the Company will accept for purchase approximately 20,408,163 shares of Common Stock properly tendered and not properly withdrawn prior to the expiration of the tender offer at a purchase price of $12.25 per share, for an aggregate cost of approximately $250 million, excluding fees and expenses relating to the tender offer. Based on this preliminary count, the approximately 20,408,163 shares of Common Stock to be accepted for purchase in the tender offer represent approximately 4.2% of the Company's currently outstanding shares of Common Stock. Based on these preliminary numbers, the Company anticipates that, following settlement of the tender offer, it will have approximately 469,400,012 shares of Common Stock outstanding.

Due to the oversubscription of the tender offer, based on the preliminary count described above, the Company will accept for purchase on a pro rata basis approximately 7% of the shares of Common Stock properly tendered and not properly withdrawn at the purchase price of $12.25 per share by each tendering stockholder (other than "odd lot" holders, whose shares of Common Stock will be purchased on a priority basis).

The number of shares of Common Stock to be purchased, the purchase price and the proration information are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the paying agent and depositary and is based on the assumption that all shares of Common Stock subject to notices of guaranteed delivery will be delivered within three business days after the date of receipt by the depositary of the notice of guaranteed delivery. The final number of shares of Common Stock to be purchased, the final purchase price and the final proration information will be announced following completion of the confirmation process. Payment for the shares of Common Stock accepted for purchase under the tender offer, and return of all other shares of Common Stock tendered and not purchased, will occur promptly, in accordance with applicable law.  The Company expects to announce the final results of the tender offer on or about August 15, 2013.



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