Item 8.01 Other Events.
On November 17, 2009, AMB Property Corporation announced that its operating
partnership, AMB Property, L.P., commenced a cash tender offer to purchase up to
$250,000,000 aggregate principal amount of its outstanding 6.30% Notes due 2013,
5.90% Notes due 2013, 7.00% Notes due 2011 and 6.75% Notes due 2011. The tender
offer is being made pursuant to an Offer to Purchase dated November 17, 2009 and
a related Letter of Transmittal, which together more fully set forth the terms
and conditions of the tender offer.
The tender offer will expire at midnight, New York City time, on December 15,
2009, unless extended or earlier terminated. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated into this current report by
reference.
On November 17, 2009, AMB Property Corporation announced that its operating
partnership, AMB Property, L.P. intends to offer a new series of notes due 2016
and a new series of notes due 2019 in an underwritten registered public
offering. The notes will be senior unsecured obligations of the operating
partnership and will be fully and unconditionally guaranteed by AMB Property
Corporation. The aggregate principal amounts and coupon rates of the notes will
be determined at the time the notes are sold to investors. The offering will be
made pursuant to an effective shelf registration statement filed with the
Securities and Exchange Commission (SEC) on August 14, 2009. The offering is
expected to close on November 20, 2009, subject to customary closing conditions.
A copy of the press release is attached hereto as Exhibit 99.2 and incorporated
into this current report by reference.
Forward Looking Statements
Some of the information included in this report contains forward-looking
statements, such as statements related to the offering, issuance and sale of the
notes, expected use of the net proceeds and the availability of a final
prospectus, which are made pursuant to the safe-harbor provisions of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, as well as statements related to the cash
tender offer for the Notes. Because these forward-looking statements involve
numerous risks and uncertainties, there are important factors that could cause
our actual results to differ materially from those in the forward-looking
statements, and you should not rely on the forward-looking statements as
predictions of future events. The events or circumstances reflected in the
forward-looking statements might not occur. You can identify forward-looking
statements by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should," "seeks," "approximately," "intends,"
"plans," "forecasting, " "pro forma," "estimates" or "anticipates" or the
negative of these words and phrases or similar words or phrases. You can also
identify forward-looking statements by discussions of strategy, plans or
intentions. Forward-looking statements are necessarily dependent on assumptions,
data or methods that may be incorrect or imprecise and we may not be able to
realize them. We caution you not to place undue reliance on forward-looking
statements, which reflect our analysis only and speak as of the date of this
report or as of the dates indicated in the statements. All of our
forward-looking statements are qualified in their entirety by this statement. We
assume no obligation to update or supplement forward-looking statements. The
following factors, among others, could cause actual results and future events to
differ materially from those set forth or contemplated in the forward-looking
statements contained in this report: any material adverse change in the
financial or securities markets within or outside the United States or in
political, financial or economic conditions within or outside the United States
or any material outbreak or material escalation of hostilities within or outside
the United States or declaration by the United States of a national emergency or
war or other material calamity or crisis within or outside the United States,
including, without limitation, an act of terrorism, any suspension or limitation
of trading in securities generally or in any of the securities of AMB by the
SEC, by any exchange that lists such securities or in any over-the-counter
market, any declaration by any governmental authority of a general banking
moratorium, any financial market fluctuations, actual or perceived changes in
general economic conditions, global trade or in the real estate sector,
inflation risks, an actual or perceived downturn in the U.S., California or
global economy, any amendment, extension or termination of the tender offer, and
certain other matters discussed under the heading "Risk Factors" and elsewhere
in our annual report on Form 10-K for the year ended December 31, 2008 and our
quarterly reports on Form 10-Q for the quarters ended March 31, 2009, June 30,
2009 and September 30, 2009.