BRE Properties, Inc. (NYSE:BRE) today issued a notice of redemption to redeem all of its outstanding 4.125% Convertible Senior Notes due 2026 (the "Notes") on February 21, 2012. Special Notice to Noteholders Under the terms of the indenture governing BRE Properties, Inc.’s outstanding 4.125% Convertible Senior Notes due 2026 (the "Notes"), BRE is exercising its right to redeem for cash all of the outstanding Notes, at a Redemption Price equal to 100% of the principal amount of the Notes outstanding, plus accrued and unpaid interest up to, but excluding, February 21, 2012 (the “Redemption Date”). Capitalized terms used in this notice, unless otherwise defined herein, have the meanings given to such terms in the Indenture. Notes called for redemption may be converted at any time prior to the close of business on the third Business Day immediately preceding the Redemption Date. On the Redemption Date, the Redemption Price will become due and payable on the outstanding Notes. Unless the Company defaults in making the payment of the Redemption Price, interest (including Contingent Interest and Additional Amounts, if any) will cease to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Notes after such date will be to receive payment of the Redemption Price upon surrender of the Notes to The Bank of New York Mellon Trust Company, N.A., as paying agent (the “Paying Agent”). If certificated Notes are outstanding, such surrender of Notes shall be to the Paying Agent at its address below, and the method chosen for the delivery of the Notes is at the option and risk of the Holder. The Paying Agent is:The Bank of New York Mellon Trust Company, N.A.700 South Flowers Street, Suite 500Los Angeles, California 90017Attention: Alex Briffet A separate notice with additional information is being delivered to registered holders of Notes, the Conversion Agent and the Trustee.
In addition, pursuant to Section 2.08 of the Second Supplemental Indenture, each Holder of the Notes has a right (the “Repurchase Right”) to require the Company to repurchase such Holder’s Notes on February 21, 2012 (the “Optional Repurchase Date”) for 100% of the principal amount of the Notes, plus any accrued and unpaid interest thereon up to, but not including, the Optional Repurchase Date. However, the Company has elected to redeem the Notes on the Redemption Date, and the Redemption Price is equal to the Optional Repurchase Price. For further information regarding the Optional Repurchase Right, Holders of the Notes should contact the Company.About BRE Properties BRE Properties, based in San Francisco, California, focuses on the development, acquisition and management of apartment communities located primarily in the major metropolitan markets of Southern and Northern California and Seattle. BRE directly owns 78 multifamily communities (totaling 21,971 units) and has joint venture interests in an additional 12 apartment communities (totaling 3,856 units). BRE Properties is a real estate investment trust (REIT) listed in the S&P MidCap 400 Index. For more information on BRE Properties, please visit our website at www.breproperties.com. “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, this news release contains forward-looking statements regarding the redemption of and payment of interest on the Notes, and is based on our current expectations and judgment. You should not rely on these statements as predictions of future events because there is no assurance that the events or circumstances reflected in the statements can be achieved or will occur. Forward-looking statements are identified by words such as “believes,” “expects,” “may,” “will,” “should,” “approximately,” “intends,” “plans,” “pro forma,” “estimates,” or “anticipates” or their negative form or other variations, or by discussions of strategy, plans or intentions. The following factors, among others, could affect actual results and future events: defaults or non-renewal of leases, increased interest rates and operating costs, failure to obtain necessary outside financing, difficulties in identifying properties to acquire and in effecting acquisitions, failure to successfully integrate acquired properties and operations, inability to dispose of assets that no longer meet our investment criteria under favorable terms and conditions, risks and uncertainties affecting property development and construction (including construction delays, cost overruns, inability to obtain necessary permits and public opposition to such activities), failure to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended, and increases in real property tax rates. Our success also depends on general economic trends, including interest rates, tax laws, governmental regulation, legislation, population changes and other factors, including the risk factors discussed in the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K as they may be updated from time to time by our subsequent filings with the Securities and Exchange Commission. You should not rely solely on forward-looking statements, which only reflect management’s analysis. We assume no obligation to update this information. For more details, please refer to our SEC filings, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.