Capital Automotive LLC Announces Tender Offers for its 7 1/2% Series A Cumulative Redeemable Preferred Units and 8% Series B Cumulative Redeemable Preferred Units
MCLEAN, Va., Jan. 13 Capital Automotive LLC (the
"Company"), the nation's leading specialty finance company for automotive
retail real estate, today announced that the Company has commenced cash tender
offers for any and all of its outstanding 7 1/2% Series A Cumulative
Redeemable Preferred Units (CUSIP No. 139733 11 7) and 8% Series B Cumulative
Redeemable Preferred Units (CUSIP No. 139733 30 7) (the "LLC interests").
The Company is the successor to Capital Automotive REIT (the "REIT"), a
Maryland real estate investment trust, which was merged with and into Capital
Automotive LLC effective as of December 31, 2005 (the "Restructuring"). In the
Restructuring, all of the holders of the REIT's outstanding Series A and
Series B preferred shares received the Company's Series A and Series B LLC
interests, respectively, with their rights, preferences, restrictions,
qualifications, limitations, terms and conditions as provided in the
instrument pursuant to which they were issued, the REIT's Articles
Supplementary, with respect to the preferred shares materially unchanged.
In connection with the Restructuring, the REIT deregistered its Series A
and Series B preferred shares under the Securities Exchange Act of 1934 (the
"Exchange Act") and removed its Series A and Series B preferred shares from
quotation on the Nasdaq National Market. The LLC interests are not registered
under the Exchange Act, nor quoted on the Nasdaq National Market or any other
automated quotation system or traded on or through any stock exchange.
Holders of LLC interests who validly tender their LLC interests at or
before 5:00 p.m., New York City time, on Monday, February 13, 2006, unless
extended (the "Expiration Time"), and do not validly withdraw their LLC
interests at or before the applicable Expiration Time, will receive as payment
for the LLC interests $25.00 per LLC interest. The Company expects to make the
regular quarterly distribution payment on the LLC interests for the period
ended January 31, 2006, when, as and if declared by its Board of Managers, to
holders of LLC interests. When, as and if declared, the Board of Managers
expects that this distribution will be payable to holders of record of the LLC
interests as of February 1, 2006 on February 15, 2006. In addition, the
Company expects to pay a partial distribution on the applicable payment date
for each tender offer for distributions accrued between January 31, 2006 and
the applicable Expiration Time to holders whose LLC interests are tendered in
response to such tender offer and not withdrawn. The Company expects payment
to be made on a business day promptly after the applicable Expiration Time.
The Company expects that LLC interests that are not tendered will continue to
receive regular distributions on a quarterly basis when, as and if declared by
its Board of Managers. The Company will cease to make distribution payments on
LLC interests purchased in a tender offer after the applicable payment date
for such tender offer, except for the regular quarterly distribution payment
payable to holders of record of the LLC interests as of February 1, 2006 on
February 15, 2006.
Each tender offer is scheduled to expire at 5:00 p.m., New York City time,
on Monday, February 13, 2006, unless extended or earlier terminated. Tendered
LLC interests may not be withdrawn after the applicable Expiration Time,
except as described in the Offer to Purchase, dated January 13, 2006, or as
required by law.
The terms of the tender offers, and the conditions to which they are
subject, including a financing condition, are descr
franchised
automotive dealerships and related businesses. Additional information on
Capital Automotive is available on the Company's website at
http://www.capitalautomotive.com.
Forward-Looking Statements
Certain matters discussed within this press release are forward-looking
statements within the meaning of the federal securities laws. Although the
Company believes that the expectations reflected in the forward-looking
statements are based upon reasonable assumptions, the forward-looking
statements contained in this press release are subject to risks and
uncertainties, including, but not limited to, risks related to the Company's
conversion from a REIT to a limited liability company; risks that fewer than
all of the LLC interests will be tendered; risks resulting from the fact that
the LLC interests are not registered under the Exchange Act or quoted in or
traded through any stock exchange or automated quotation system; risks
associated with the increases in operating costs resulting from the additional
expenses the Company has incurred relating to the Restructuring; risks that
the Company's tenants will not pay rent; risks related to the mortgage loans
in the Company's portfolio, such as the risk that borrowers will not pay the
principal or interest or otherwise default, the level of interest income
generated by the mortgage loans, the market value of the mortgage loans and of
the properties securing the loans, and provisions of federal, state and local
law that may delay or limit the Company's ability to enforce its rights
against a borrower or guarantor in the event of a default under a loan; risks
related to the Company's reliance on a small number of dealer groups for a
significant portion of its revenue; risks of financing, such as increases in
interest rates, the Company's ability to meet existing financial covenants and
to consummate planned and additional financings on terms that are acceptable
to the Company; risks that its growth will be limited if the Company cannot
obtain additional capital or refinance its maturing debt; risks that planned
and additional real estate investments may not be consummated; risks that
competition for future real estate investments could result in less favorable
terms for the Company; risks relating to the automotive industry, such as the
ability of the Company's tenants to compete effectively in the automotive
retail industry or operate profitably and the ability of its tenants to
perform their lease obligations as a result of changes in any manufacturer's
production, supply, vehicle financing, incentives, warranty programs,
marketing or other practices or changes in the economy generally; risks
generally incident to the ownership of real property, including adverse
changes in economic conditions, changes in the investment climate for real
estate, changes in real estate taxes and other operating expenses, adverse
changes in governmental rules and fiscal policies and the relative illiquidity
of real estate; risks related to the Company's financing of new construction
and improvements; environmental and other risks associated with the
acquisition and leasing of automotive properties; and those risks detailed in
the Offer to Purchase.
CONTACT: David S. Kay, Senior Vice President, Chief Financial Officer and
Treasurer of CARS Real Estate Investment Services Inc., +1-703-394-1302.
SOURCE Capital Automotive LLC
Web Site: http://www.capitalautomotive.com
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