Cogdell Spencer Announces Pricing of Series A Cumulative Redeemable Perpetual Preferred Stock Offering

Dec 16, 2010, 09:00 ET from Cogdell Spencer Inc.

CHARLOTTE, N.C., Dec. 16, 2010 /PRNewswire-FirstCall/ -- Cogdell Spencer Inc. (NYSE: CSA) announced today that it priced an underwritten public offering of 2,600,000 shares of its 8.500% Series A Cumulative Redeemable Perpetual Preferred Stock with a liquidation preference of $25 per share. Cogdell Spencer also has granted the underwriters an option to purchase up to an additional 390,000 shares of 8.500% Series A Cumulative Redeemable Perpetual Preferred Stock to cover overallotments, if any.   Dividends for the 8.500% Series A Preferred Stock will be cumulative from the date of original issuance and payable quarterly on or about the 1st day of each March, June, September and December, beginning on March 1, 2011, at the rate of 8.500% per annum of its liquidation preference, which is equivalent to $2.125 per annum per share.  Citi, Jefferies & Company, Inc. and KeyBanc Capital Markets acted as joint book-running managers, Raymond James acted as lead manager and BB&T Capital Markets acted as co-manager.

Net proceeds from the offering will be approximately $62.8 million (or approximately $72.2 million if the underwriters exercise their option to purchase additional shares in full). The Company intends to use the net proceeds from the offering to repay in full Erdman's senior secured term loan and for working capital purposes.  

The Series A Preferred Stock will be issued pursuant to an effective registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission. The offering is expected to close on December 20, 2010, subject to customary closing conditions.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. A copy of the prospectus relating to these securities may be obtained, when available, from Citi, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220 or by calling (877) 858-5407 or Jefferies & Company, Inc., Attn: Prospectus Department,  520 Madison Avenue, 12th Floor, New York, NY, 10022 or by calling (201) 761-7610 or KeyBanc Capital Markets, Attn: Prospectus Delivery Department, 127 Public Square, Cleveland, OH 44114 or by calling (866) 227-6479.

About Cogdell Spencer Inc.

Charlotte-based Cogdell Spencer Inc. (NYSE: CSA) is a fully-integrated, self-administered, and self-managed real estate investment trust (REIT) that invests in specialty office buildings for the medical profession, including medical offices and ambulatory surgery and diagnostic centers.  The Company focuses on the ownership, delivery, acquisition, and management of strategically located medical office buildings and other healthcare related facilities in the United States of America.  The Company has been built around understanding and addressing the full range of specialized real estate needs of the healthcare industry.  Learn more about Cogdell Spencer Inc. and its subsidiaries at www.cogdell.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements reflect the Company's views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially. Factors that may contribute to these differences include, but are not limited to the following: our business strategy; our ability to comply with financial covenants in our debt instruments; our access to capital; our ability to obtain future financing arrangements, including refinancing existing arrangements; estimates relating to our future distributions; our understanding of our competition; our ability to renew our ground leases; legislative and regulatory changes (including changes to laws governing the taxation of REITs and individuals); increases in costs of borrowing as a result of changes in interest rates and other factors; our ability to maintain our qualification as a REIT due to economic, market, legal, tax or other considerations; changes in the reimbursement available to our tenants by government or private payors; our tenants' ability to make rent payments; defaults by tenants and customers; customers' access to financing; delays in project starts and cancellations by customers; our ability to convert design-build project opportunities into new engagements for us; market trends; and projected capital expenditures.

For a further list and description of such risks and uncertainties, see the reports filed by the Company with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2009 and the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010.  Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be realized. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Cogdell Spencer Inc.



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