Pennsylvania Real Estate Investment Trust (NYSE: PEI) announced today that it intends to file, on or about July 13, 2007, a registration statement with the Securities and Exchange Commission to cover the resale of the Company’s common shares that may be issued from time to time upon the exchange or redemption of the 4.00% Exchangeable Senior Notes due 2012 (the “Notes”) issued by the Company’s operating partnership, PREIT Associates, L.P. (the “Operating Partnership”), in the recently completed sale of $287.5 million aggregate principal amount of such Notes. The Company expects that the resale registration statement will be automatically effective upon filing.
The Notes are senior obligations of the Operating Partnership that were originally sold on May 8 and 9, 2007 to qualified institutional buyers in a private placement in reliance on Rule 144A under the Securities Act of 1933. At that time, the Company, the Operating Partnership and the initial purchasers of the Notes entered into a Registration Rights Agreement which requires the Company to make a registration statement available for the resale of the Company’s common shares issuable upon exchange or redemption of the Notes. Once the registration statement is filed and effective, selling security holders named in the registration statement may use the prospectus contained in the registration statement to offer and resell the common shares issued upon exchange or redemption. The Company will not receive any proceeds from the resale of the common shares by selling security holders.
In accordance with the Registration Rights Agreement, holders of the Notes that want to use the registration statement to sell such common shares must prepare and deliver to the Company a Selling Securityholder Notice and Questionnaire on or before June 28, 2007. A copy of the questionnaire is contained in the Offering Memorandum for the Notes, and holders of Notes should return their questionnaires to: Pennsylvania Real Estate Investment Trust, The Bellevue, 200 South Broad Street, Philadelphia, PA 19102, Attention: General Counsel.
This release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Pennsylvania Real Estate Investment Trust
Pennsylvania Real Estate Investment Trust, founded in 1960 and one of the first equity REITs in the United States, has a primary investment focus on retail shopping malls and power centers. Currently, the Company’s retail portfolio is approximately 34 million square feet and consists of 56 properties, including 38 shopping malls, 11 strip and power centers and seven properties under development. The Company’s properties are located in 13 states in the eastern half of the United States, primarily in the Mid-Atlantic region. The Company is headquartered in Philadelphia, Pennsylvania, and its web site can be found at www.preit.com. The Company is publicly traded on the NYSE under the symbol PEI.
This press release contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters that are not historical facts. These forward-looking statements reflect the Company’s current views about future events and are subject to risks, uncertainties and changes in circumstances that might cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. More specifically, the Company’s business might be affected by uncertainties affecting real estate businesses generally as well as the following, among other factors: general economic, financial and political conditions, including changes in interest rates or the possibility of war or terrorist attacks; changes in local market conditions or other competitive or retail industry factors in the regions where our properties are concentrated; the Company’s ability to maintain and increase property occupancy and rental rates, and risks relating to development or redevelopment activities, including construction, obtaining entitlements and managing multiple projects simultaneously. Additionally, there can be no assurance that the Company’s actual results will not differ significantly from the estimates that the Company provides, or that the Company’s returns on its developments, redevelopments or acquisitions will be consistent with the estimates outlined in press releases or other disclosures. Investors are also directed to consider the risks and uncertainties discussed in documents the Company has filed with the Securities and Exchange Commission and, in particular, the Company's Annual Report on Form 10-K for the year ended December 31, 2006. The Company does not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.
