Piedmont Office Realty Trust, Inc. (the “Company” or “Piedmont”)
(NYSE:PDM) announced today that its operating partnership, Piedmont
Operating Partnership, LP (the “Operating Partnership”), has priced
an add-on offering of $200 million aggregate principal amount of
its 9.250% senior notes due 2028 (the “additional 2028 notes”) at
101.828% of the principal amount. The offering is expected to close
on December 11, 2023, subject to the satisfaction of customary
closing conditions.
The additional 2028 notes will be issued as
additional notes under the existing indenture pursuant to which the
Operating Partnership previously issued $400 million aggregate
principal amount of its 9.250% senior notes due 2028 (the “existing
notes”), all of which remain outstanding. The additional 2028 notes
will have the same terms as the existing notes other than the date
of issuance and the issue price, will be treated as a single series
of securities with the existing notes under the indenture, will be
fungible with the existing notes for U.S. federal income tax
purposes, will have the same CUSIP number as the existing notes and
will trade interchangeably with the existing notes immediately upon
issuance. The additional 2028 notes will be fully and
unconditionally guaranteed on a senior unsecured basis by the
Company.
Piedmont intends to use the net proceeds from
the offering for general corporate purposes, including the
repayment of outstanding indebtedness, working capital, capital
expenditures and other general corporate purposes.
Wells Fargo Securities, BofA Securities, Truist
Securities, and US Bancorp are acting as joint book-running
managers.
A shelf registration statement relating to the
additional 2028 notes is effective with the Securities and Exchange
Commission. The offering may be made only by means of a prospectus
supplement and accompanying prospectus. Copies of these documents
may be obtained by contacting Wells Fargo Securities, LLC at 608
2nd Avenue South, Suite 1000, Minneapolis, Minnesota 55402,
Attention: WFS Customer Service, by telephone at 1-800-645-3751, or
by email at wfscustomerservice@wellsfargo.com, or BofA Securities,
Inc. at NC1-004-03-43, 200 North College Street, 3rd Floor,
Charlotte, NC 28255-0001, Attention: Prospectus Department or by
email at dg.prospectus_requests@bofa.com. Electronic copies of
these documents are also available from the Securities and Exchange
Commission’s website at www.sec.gov.
This press release is neither an offer to
purchase nor a solicitation of an offer to sell the additional 2028
notes, nor shall it constitute an offer, solicitation or sale in
any state or jurisdiction in which such offer, solicitation or sale
is unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Piedmont Office Realty Trust
Piedmont Office Realty Trust, Inc. (NYSE:PDM) is
an owner, manager, developer, redeveloper, and operator of
high-quality, Class A office properties located primarily in major
U.S. Sunbelt markets. Its approximately $5 billion portfolio is
currently comprised of approximately 17 million square feet. The
Company is a fully integrated, self-managed real estate investment
trust (REIT) with local management offices in each of its markets.
Piedmont is a 2023 ENERGY STAR Partner of the Year.
Forward-Looking Statements
Certain statements contained in this press
release constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The Company intends for
all such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in
Section 27A of the Securities Act and Section 21E of the Exchange
Act, as applicable. Such information is subject to certain known
and unknown risks and uncertainties, which could cause actual
results to differ materially from those anticipated. Therefore,
such statements are not intended to be a guarantee of the Company`s
performance in future periods. Such forward-looking statements can
generally be identified by the Company’s use of forward-looking
terminology such as “may,” “will,” “expect,” “intend,”
“anticipate,” “estimate,” “believe,” “continue” or similar words or
phrases that indicate predictions of future events or trends or
that do not relate solely to historical matters. These statements
are based on beliefs and assumptions of Piedmont’s management,
which in turn are based on information available at the time the
statements are made.
The following are some of the factors that could
cause the Company’s actual results and its expectations to differ
materially from those described in the Company’s forward-looking
statements: economic, regulatory, socio-economic (including work
from home), technological (e.g. Metaverse, Zoom, etc.), and other
changes that impact the real estate market generally, the office
sector or the patterns of use of commercial office space in
general, or the markets where we primarily operate or have high
concentrations of annualized lease revenue; impact of competition
on our efforts to renew existing leases or re-let space on terms
similar to existing leases; lease terminations, lease defaults,
lease contractions, or changes in the financial condition of our
tenants, particularly by one of our large lead tenants; impairment
charges on our long-lived assets or goodwill resulting therefrom;
the success of our real estate strategies and investment
objectives, including our ability to implement successful
redevelopment and development strategies or identify and consummate
suitable acquisitions and divestitures; the illiquidity of real
estate investments, including economic changes, such as rising
interest rates, which could impact the number of buyers/sellers of
our target properties, and regulatory restrictions to which real
estate investment trusts (“REITs”) are subject and the resulting
impediment on our ability to quickly respond to adverse changes in
the performance of our properties; the risks and uncertainties
associated with our acquisition and disposition of properties, many
of which risks and uncertainties may not be known at the time of
acquisition or disposition; development and construction delays,
including the potential of supply chain disruptions, and resultant
increased costs and risks; future acts of terrorism, civil unrest,
or armed hostilities in any of the major metropolitan areas in
which we own properties, or future cybersecurity attacks against
any of our properties or our tenants; risks related to the
occurrence of cybersecurity incidents, including cybersecurity
incidents against us or any of our properties or tenants, or a
deficiency in our identification, assessment or management of
cybersecurity threats impacting our operations; costs of complying
with governmental laws and regulations, including environmental
standards imposed on office building owners; uninsured losses or
losses in excess of our insurance coverage, and our inability to
obtain adequate insurance coverage at a reasonable cost; additional
risks and costs associated with directly managing properties
occupied by government tenants, such as potential changes in the
political environment, a reduction in federal or state funding of
our governmental tenants, or an increased risk of default by
government tenants during periods in which state or federal
governments are shut down or on furlough; significant price and
volume fluctuations in the public markets, including on the
exchange which we listed our common stock; risks associated with
incurring mortgage and other indebtedness, including changing
capital reserve requirements on our lenders and rapidly rising
interest rates for new debt financings; a downgrade in our credit
rating, which could, among other effects, trigger an increase in
the stated rate of one or more of our unsecured debt instruments;
the effect of future offerings of debt or equity securities on the
value of our common stock; additional risks and costs associated
with inflation and continuing increases in the rate of inflation,
including the impact of a possible recession; uncertainties
associated with environmental and regulatory matters; changes in
the financial condition of our tenants directly or indirectly
resulting from geopolitical developments that could negatively
affect important supply chains and international trade, the
termination or threatened termination of existing international
trade agreements, or the implementation of tariffs or retaliatory
tariffs on imported or exported goods; the effect of any litigation
to which we are, or may become, subject; additional risks and costs
associated with owning properties occupied by tenants in particular
industries, such as oil and gas, hospitality, travel, co-working,
etc., including risks of default during start-up and during
economic downturns; changes in tax laws impacting REITs and real
estate in general, as well as our ability to continue to qualify as
a REIT under the Internal Revenue Code of 1986, as amended, or
other tax law changes which may adversely affect our stockholders;
the future effectiveness of our internal controls and procedures;
actual or threatened public health epidemics or outbreaks, such as
the COVID-19 pandemic, as well as governmental and private measures
taken to combat such health crises; and other factors, including
the risk factors discussed under Item 1A. of Piedmont’s Annual
Report on Form 10-K for the year ended December 31, 2022 and
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2023, June 30, 2023, and September 30, 2023.
Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. The Company cannot guarantee the
accuracy of any such forward-looking statements contained in this
press release, and the Company does not intend to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events, or otherwise.
Contacts
Research Analysts/ Institutional Investors
Contact:770-418-8592 research.analysts@piedmontreit.com
Shareholder Services/Transfer Agent Services
Contact:Computershare,
Inc.866-354-3485investor.services@piedmontreit.com
Piedmont Office Realty (NYSE:PDM)
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Piedmont Office Realty (NYSE:PDM)
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