NXL New Plan Excel Rlty TR

New Plan Excel Realty Trust to Monetize Approximately $968 Million of its Portfolio NEW YORK, July 19 /PRNewswire-FirstCall/ -- New Plan Excel Realty Trust, Inc. (NYSE:NXL) today announced a series of transactions designed to leverage its national infrastructure, while simultaneously recycling capital and strengthening its financial position. The Company has entered into a definitive agreement to sell 69 community and neighborhood shopping centers aggregating approximately 10.4 million square feet to Galileo America LLC ("the US Partnership"), a joint venture currently between CBL & Associates Properties, Inc. (NYSE:CBL) and Galileo America, Inc. ("the Asset Contribution"). Galileo America, Inc. is a US real estate investment trust wholly-owned by Galileo Shopping America Trust (ASX:GSA), an Australian listed property trust. The US Partnership will purchase the assets from New Plan for approximately $968 million, comprised of $928 million of cash and $40 million of equity, at a capitalization rate of approximately 7.4 percent on 2006 projected net operating income (based on the twelve months ending June 30, 2006). New Plan has the right to receive up to an additional $12 million in purchase price based upon the performance of the 69 properties during the 18 months following the closing of the transaction. The portfolio being contributed is comprised primarily of stabilized assets, 44 percent of which have been redeveloped, with an average occupancy of approximately 96 percent. Concurrent with the Asset Contribution, the US Partnership will exchange CBL's equity interest in the US Partnership for two properties currently owned by the US Partnership and New Plan will purchase an asset management fee stream from the US Partnership for $18.5 million of cash. New Plan will also acquire CBL's property management rights with the US Partnership for $22.0 million of cash and will purchase additional property management rights in 2008 for nine properties that are currently third-party managed for $7.0 million. Upon completion of the transactions, New Plan will own an approximately 5.0 percent equity interest in the US Partnership and have a recurring asset management fee stream through its partnership interest and a minimum 20 year fee stream for all property management, leasing, development, acquisition and disposition fees. Following the closing of the transactions, the US Partnership will own 121 shopping centers, including the 69 New Plan assets, aggregating a total of 16.7 million square feet (pro forma portfolio details for the US Partnership are presented in the attached table). Net proceeds to New Plan from the sale, which include adjustments for New Plan's equity interest in the US Partnership, the repayment of secured debt, the acquisitions of the asset management fee stream and property management rights and transaction costs, will be approximately $754 million of cash. For GAAP accounting purposes, New Plan will record a gain on the sale of approximately $183 million. New Plan expects to use a portion of the net proceeds initially to pay down approximately $439 million of additional outstanding indebtedness. In addition, New Plan currently expects to pay a special cash distribution of $3.00 per common share (CUSIP #648053106), aggregating approximately $316 million, shortly after the closing of the transactions. Any such distribution is subject to approval by New Plan's Board of Directors. The Company anticipates that any special distribution will be treated as a capital gain for tax purposes. As a result of these transactions and the Company's revised 2005 Funds from Operations ("FFO") guidance provided below, New Plan expects to reduce its annualized dividend from $1.65 per common share to $1.25 per common share. Such reduction would be effective with the Company's third quarter dividend and it is anticipated that the Company's third quarter dividend will be declared shortly after the closing of the transactions. Any such dividend is subject to approval by New Plan's Board of Directors. Any such reduction would realign the Company's payout ratio of common dividends to diluted FFO relative to its peers. Over the longer term, net proceeds will be further reinvested in a combination of redevelopments of existing assets, new developments and opportunities across the spectrum of institutional quality to value-added shopping centers, as well as the potential repurchase of New Plan's outstanding common stock. Assuming that these transactions close in the third quarter of this year, New Plan is revising its expectations for 2005 net income available to common stockholders per share ("EPS") and FFO per share, both on a diluted basis, to be in the range of $2.66 to $2.70 and $1.69 to $1.73, respectively. The Company's guidance for 2005 EPS and FFO is reconciled below: 2005 EPS - Diluted $2.66 - $2.70 Add: Depreciation and amortization 0.81 Deduct: Gain on sale of real estate (1.75) Gain on sale of discontinued operations (0.03) FFO per Share - Diluted $1.69 - $1.73 During the third quarter of 2005, the Company will record one-time charges of $0.09 per share related to the termination of certain interest rate swap agreements and $0.14 per share related to prepayment penalties on mortgage debt assigned to certain of the assets being contributed to the US Partnership. The $0.23 per share of one-time charges is included in the Company's revised 2005 EPS and FFO per diluted share guidance. Due to the uncertain nature of property dispositions and impairments, the Company has assumed no additional gains or losses on the sales of real estate or impairments of real estate for 2005 in its guidance. Any gains or losses on the sales of real estate will have an impact on net income, which may be material, but will not have an impact on FFO, since those amounts are not added back in the calculation of FFO. Any impairments of real estate will negatively impact both net income and FFO, which may be material. Based on prior years' experience, the Company could record approximately $0.07 per share of impairment during 2005, which would impact the Company's revised 2005 guidance. The revised guidance is based on various assumptions regarding, among other things, the timing of the transactions closing and the methods and timing by which New Plan redeploys the proceeds generated by the transactions, which assumptions may or may not prove to be accurate. Also as a result of these transactions and the immediate pay down of outstanding indebtedness, the Company's total debt / undepreciated book value ratio will improve to approximately 43 percent from 47 percent on March 31, 2005. As the funds from the sale are reinvested over time, the Company expects this ratio to stabilize back to its current level. "These transactions enable us to execute on our long-term strategic goals. We are leveraging our highly-developed national infrastructure by increasing the number of properties and square footage under management and growing our income streams by capitalizing on our management expertise. At the same time, we are effectively recycling capital in stabilized assets and harvesting value created through our redevelopment efforts. We are also improving our financial flexibility and credit profile, while adding an additional source of long-term equity capital through our new partnership with Galileo. Galileo has a solid track record and we look forward to a productive relationship with them," commented Glenn J. Rufrano, Chief Executive Officer of New Plan. These transactions have been approved by each parties' respective Board of Directors and are subject to certain customary closing conditions and there can be no assurance that the transactions will be consummated. Closing of the transactions is expected to occur in the third quarter of this year. Citigroup Global Markets Inc. and Merrill Lynch & Co. served as financial advisors in these transactions. Conference Call In conjunction with this announcement, New Plan will be hosting a teleconference on Wednesday, July 20, 2005 at 10:00 AM ET. The teleconference can be accessed by dialing 1-800-659-1942 (International: 1-617-614-2710) or via the web at http://www.newplan.com/ under Investor Information; Audio Archives. Please refer to passcode #71114653. A slide package to accompany the teleconference will be posted at http://www.newplan.com/ (click on Investor Information, then Presentations) prior to 10:00 AM ET. A replay of the teleconference will be available through midnight ET July 27, 2005 by dialing 1-888-286-8010 (International: 1-617-801-6888) or via the web at http://www.newplan.com/ under Investor Information; Audio Archives. Please refer to passcode #67623871. New Plan Excel Realty Trust, Inc. is one of the nation's largest real estate companies, focusing on the ownership and management of community and neighborhood shopping centers. The Company operates as a self-administered and self-managed REIT, with a national portfolio of 408 properties, including 28 properties held through joint ventures, and total assets of approximately $3.9 billion. The properties are strategically located across 36 states and include 389 community and neighborhood shopping centers, primarily grocery or name-brand discount chain anchored, with approximately 56.6 million square feet of gross leasable area, and 19 related retail real estate assets, with approximately 1.8 million square feet of gross leasable area. For additional information, please visit http://www.newplan.com/. Certain statements in this release that are not historical fact may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results of the Company to differ materially from historical results or from any results expressed or implied by such forward-looking statements, including without limitation: national and local economic, business, real estate and other market conditions; the competitive environment in which the Company operates; financing risks; possible future downgrades in our credit ratings; property ownership / management risks; the level and volatility of interest rates and changes in capitalization rates with respect to the acquisition and disposition of properties; financial stability of tenants; the Company's ability to maintain its status as a REIT for federal income tax purposes; acquisition, disposition, development and joint venture risks, including risks that developments and redevelopments are not completed on time or on budget and strategies, actions and performance of affiliates that the Company may not control; potential environmental and other liabilities; and other factors affecting the real estate industry generally. The Company refers you to the documents filed by the Company from time to time with the Securities and Exchange Commission, specifically the section titled "Business-Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2004, which discuss these and other factors that could adversely affect the Company's results. PRO FORMA US PARTNERSHIP PORTFOLIO DETAILS ANCHOR TENANTS PROPERTY NAME CITY, STATE GLA(SF)(1) ANCHOR NOT OWNED (2) TENANTS(2) FLORIDA REGION Coastal Way (3) Brooksville, FL 218,621 Belk's, Sears Morse Shores Ft. Myers, FL 169,545 Bealls Outlet, Big Lots, Publix Normandy Square Jacksonville, FL 87,240 CVS, Family Dollar, Winn-Dixie Marketplace at Wycliffe Lake Worth, FL 133,520 Walgreens, Winn-Dixie Panama City Square Panama City, FL 289,119 Goody's, Michaels, The Sports Authority, T.J. Maxx, Wal-Mart Collins Park Commons (3) Plant City, FL 37,458 Tractor Supply Company Riverwood Port Orange, FL 93,506 Walgreens, Winn-Dixie Cobblestone Village (3) St. Augustine, FL 262,281 Bealls (Stage), Publix, Ross Dress for Less Hampton Plaza(3) Tampa, FL 44,420 Big Lots, Dollar General MIDWEST REGION Haymarket Square Des Moines, IA 269,465 Big Lots, Dahl's Foods, Northern Tool, Nova Cinema, Office Depot Marwood Plaza Indianapolis, IN 107,080 CVS, Fashion Bug Plus, Kroger Westlane Shopping Center Indianapolis, IN 71,490 Family Dollar, Lo Bill Foods Green River Plaza Campbellsville, KY 190,316 Goody's, JC Penney, Kroger, Tractor Supply Company Kmart Plaza Elizabethtown, KY 130,466 Kmart, Staples London Marketplace London, KY 169,032 Goody's, Kmart, Kroger Springhurst Towne Center(3) Louisville, KY 421,735 Cinemark, Dick's Sporting Goods, Fashion Shops, Meijer, Target Kohl's, Liquor Barn, TJ Maxx Chestnut Hills(3) Murray, KY 68,364 JC Penney Delta Center Lansing, MI 186,246 Bath & Beyond, Pet Food Warehouse, T.J. Maxx Fashion Corner Saginaw, MI 189,260 Bed, Bath & Beyond, Best Buy, Dunham's Green Acres Saginaw, MI 271,506 A.J. Wright, Big Lots, Farmer Jack Roundtree Place Ypsilanti, MI 195,413 Valuland, Wal-Mart Washtenaw Fountain Plaza Ypsilanti, MI 135,942 Dollar Tree, Dunhams, Napoleon Center Napoleon, OH 60,795 Chief Supermarket, Rite Aid Brice Park Reynoldsburg, OH 158,742 Gregg Appliances, Michaels, Old Navy Packard Plaza Cudahy, WI 117,827 Aldi, Dunham's, Jo Ann Fabrics, Merchandise Outlet Northridge Plaza Milwaukee, WI 150,164 Big Lots Moundsville Plaza Moundsville, WV 181,846 Big Lots, Kroger, Peebles Grand Central Plaza Parkersburg, WV 74,017 Office Depot, T.J. Maxx Kmart Plaza Vienna, WV 106,258 Kmart NORTHEAST REGION Enfield Commons(3) Enfield, CT 246,651 Barnes & Noble, Bob's Stores, Linens 'n Things, Office Max Freshwater - Stateline Plaza(3) Enfield, CT 295,419 Costco, Dick's Sporting Goods, Media Play Home Depot Charter Oak Marketplace(3) Hartford, CT 337,671 Marshalls, Wal-Mart Chamberlain Plaza (3) Meriden, CT 53,304 Circuit City Turnpike Plaza (3) Newington, CT 150,742 Dick's Sporting Goods, Price Chopper North Haven Crossing (3) North Haven, CT 104,612 Barnes & Noble, Bernie's, Office Max Queen Plaza (3) Southington, CT 171,679 Bed Bath & Beyond, Bob's Furniture, TJ Maxx Waterbury Plaza (3) Waterbury, CT 197,206 Pretty Woman, Super Stop & Shop Waterford Commons (3) Waterford, CT 236,831 Babies R Us, Best Buy, Dick's Sporting Raymour & Goods, Linens'n Flannigan Things Goff Brook Shops(3) Wethersfield, CT 71,658 Office Depot, Old Country Buffet Easton Village(3) Easton, MA 101,128 CVS, Roche Bros. Lunenberg Crossing (3) Lunenburg,MA 25,515 Fashion Bug Shop 'N Save, Wal-Mart Brunswick Plaza (3) Brunswick, ME 164,000 Lowe's Wal-Mart Supercenter BJ's Plaza (3) Portland, ME 104,233 BJ's Wholesale Willow Springs Club Plaza (3) Nashua, NH 130,748 JC Penney Home Home Depot Store, Office Max, PETCO Seacoast Shopping Center(3) Seabrook, NH 91,690 Jo-Ann Fabrics, Shaw's Wal-Mart Dover Park Plaza Yardville, NJ 58,025 CVS University Mall Canton, NY 81,027 Rexford's Hardware, Wisebuys Genesee Valley Shopping Center Geneseo, NY 204,609 Wal-Mart, Wegmans McKinley Plaza Hamburg, NY 93,144 A.C. Moore, T.J. Maxx Hornell Plaza Hornell, NY 253,703 Wal-Mart, Wegmans Greenport Towne Center (3) Hudson, NY 75,525 Fashion Bug, Price Chopper Wal-Mart Shops at Seneca Mall Liverpool, NY 235,725 Kmart Cortlandt Towne Mohegan 628,927 A&P, Barnes & Center (3) Lake, NY Noble, Home Depot Linens 'n Things, Marshalls, PetsMart, Seaman's, United Artists, Wal-Mart Hannaford Plaza(3) Saratoga Springs, NY 178,303 Bare Bones, Hannaford Bros., Tractor Supply Company Bristol Plaza Bristol, PA 145,356 Big Lots, Pathmark Market Street Square Elizabethtown, PA 169,481 Kmart, Weis Markets Johnstown Galleria Johnstown, PA 61,968 Chuck E. Cheese, Outparcel Dunham's, Staples Shops at Prospect West Hempfield, PA 63,392 Hallmark, Redner's Warehouse Market Kmart Tuckernuck Square Richmond, VA 86,010 Babies R Us, Chuck E. Cheese Hilltop Plaza Virginia Beach, VA 152,025 Office Depot, The North Carolina Company Strawbridge (3) Virginia Beach, VA 43,764 Regal Cinemas ANCHOR TENANTS PROPERTY NAME CITY, STATE GLA(SF)(1) ANCHOR NOT OWNED (2) TENANTS(2) SOUTHEAST REGION County Park Plaza (3) Scottsboro, AL 60,750 Food World, Sportsmed Albany Plaza Albany, GA 114,169 Big Lots, Harveys Perlis Plaza Americus, GA 165,315 Belk's, Harveys Buena Vista Village (3) Columbus, GA 17,500 - Wal-Mart, Winn-Dixie Cordele Square Cordele, GA 126,427 Belk's, Goody's, Harvey Foods Northside Plaza Dalton, GA 73,931 BI-LO, Family Dollar Cosby Station (3) Douglasville, GA 77,811 Publix Perry Marketplace Perry, GA 179,973 Ace Hardware, Bealls Outlet, Fred's, Kroger Wisteria Village Snellville, GA 173,152 Hobby Lobby, Kmart Bulloch Plaza (3) Statesboro, GA 39,264 Harveys Statesboro Square (3) Statesboro, GA 41,000 Aaron Rents, Big Lots Northwoods Plaza(3) Albemarle, NC 32,705 Food Lion Devonshire Place(3) Cary, NC 104,414 Borders, Golf Galaxy, Lowes Foods Henderson Square(3) Henderson, NC 165,929 Belk's, Goody's, Wal-Mart JC Penney Supercenter Longview Crossing(3) Hickory, NC 40,598 Food Lion Springs Crossing(3) Hickory, NC 42,920 Family Dollar, Food Lion Valley Crossing(3) Hickory, NC 186,088 Circuit City, Goody's, Office Depot, TJ Maxx Parkway Plaza Winston-Salem, NC 286,405 Lowes Foods, Office Depot Stratford Commons Winston-Salem, NC 72,308 Michaels, Natural Health Superstore, Office Max Lady's Island(3) Beaufort, SC 60,687 Eckerd Drugs Conway Plaza(3) Conway, SC 32,875 Mighty Dollar Anderson Plaza (3) Greenwood, SC 46,258 Food Lion Northridge Plaza(3) Hilton Head, SC 79,570 Dollar General, Home Goods Island Plaza James Island, SC 171,224 Dollar Tree, Fred's, Food Lion, Gold's Gym Beach Crossing(3) Myrtle Beach, SC 45,790 Advance Auto, Dollar General, Duron Paints, Imaginations Remount Village North Charleston, 60,238 BI-LO SC 58 Crossing (3) Chattanooga, TN 49,984 Food Lion, Goodwill East Ridge Crossing (3) Chattanooga, TN 58,950 Food Lion Stone East Plaza (3) Kingsport, TN 46,259 Auto Zone, Cal Spas and Pools, Dollar General Kingston Overlook (3) Knoxville, TN 119,360 American Signature Home, Babies R Us, Michaels Suburban Plaza(3) Knoxville, TN 128,567 Barnes & Noble, Toys R Us Lion's Head Village (3) Nashville, TN 99,165 Office Max, Stein Mart Briarcliffe Square (3) Oak Ridge, TN 41,778 Food Lion Merchant's Central Winchester, TN 208,123 Wal-Mart Hunting Hills Roanoke, VA 166,207 Wal-Mart Valley Commons(3) Salem , VA 45,580 Food Lion SOUTHWEST REGION Conway Towne Center Conway, AR 180,519 JC Penney Office Depot Garden City Plaza (3) Garden City, KS 102,648 JC Penney Sears Karam Shopping Center Lafayette, LA 100,238 Conn's Appliance, Super 1 Foods Jacksonian Plaza Jackson, MS 87,721 Books-A-Million, Georgia Carpet Outlet, Office Depot Plantation Plaza Clute, TX 100,397 Kroger, Walgreens Marketplace at Flower Mound (3) Flower Mound, TX 113,349 Sprouts Farmer Market Beltway South Houston, TX 107,174 Kroger Inwood Forest Houston, TX 77,553 Randalls Jones Plaza Houston, TX 111,355 24 Hour Fitness, Hancock Fabrics Jones Square Houston, TX 169,003 Big Lots, Hobby Lobby Mount Houston Square Houston, TX 173,080 Fallas Paredes, La Canasta Furnishings Orange Grove Houston, TX 186,446 Floor Decor, Office Max The Crossing at Fry Road Katy, TX 225,403 Hobby Lobby, Kroger, Palais Royal, Stein Mart Northshore Plaza Portland, TX 152,144 Bealls (Stage), Kmart H.E.B. Keegan's Meadow Stafford, TX 125,298 Palais Royal, Randalls Tomball Parkway Plaza Tomball, TX 133,629 Big Lots, Palais Royal Hobby Lobby WEST REGION Glendale Galleria Glendale, AZ 119,461 Food City Bally's Fitness Southern Village Mesa Mesa, AZ 84,054 Food City Paradise Plaza Paradise, CA 198,484 Albertsons, Kmart, Rite Aid San Dimas Plaza San Dimas, CA 119,161 T.J. Maxx Ralphs, Rite Aid Vail Ranch Center Temecula, CA 203,904 Stater Bros., Stein Mart Aurora Plaza Aurora, CO 161,541 Big Lots, King Soopers, Latino Cinema Westminster City Center Westminster, CO 341,600 Babies R Us, Barnes & Noble, Circuit City, CompUSA, Golfsmith, Gordmans Galleria Commons Henderson, 276,460 Babies R Us, NV Burlington Coat Factory, Stein Mart, T.J. Maxx (1) Includes building square footage for ground leases. (2) Anchor tenants include 1) major discount stores, 2) major grocers, 3) tenants with square footage greater than 10,000 square feet if the shopping center GLA is less than 125,000 square feet and tenants with square footage greater than 25,000 square feet if the shopping center GLA is greater than 125,000 square feet and 4) tenants with square footage greater than 10 percent of the shopping center GLA, but not less than 5,000 square feet. (3) Property currently owned by the US Partnership. All other properties are to be contributed by New Plan. DATASOURCE: New Plan Excel Realty Trust, Inc. CONTACT: Stacy Slater, Senior Vice President - Corporate Communications, New Plan Excel Realty Trust, Inc., +1-212-869-3000, Web site: http://www.newplan.com/

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