NXL New Plan Excel Rlty TR

NEW YORK, Sept. 13 /PRNewswire-FirstCall/ -- New Plan Excel Realty Trust, Inc. (NYSE:NXL) today announced it priced its offering of $175 million aggregate principal amount of 3.7% senior convertible notes due 2026 and will repurchase $50 million of its common stock. New Plan also granted the initial purchasers an option to purchase up to an additional $25 million aggregate principal amount of notes to cover overallotments, if any. Closing of the sale of the notes is expected to occur on September 19, 2006. New Plan expects to use the net proceeds from the sale of the notes to repurchase concurrently with the offering approximately $50 million of its common stock at a price of $26.83 per share and for general corporate purposes, including the repayment of indebtedness under its $350 million revolving credit facility. Prior to September 15, 2025, upon the occurrence of specified events, the notes will be convertible at the option of the holder at an initial conversion rate of 30.5506 shares per $1,000 principal amount of notes. The initial conversion price of $32.73 represents a 22 percent premium to today's closing price of $26.83 per share of New Plan common stock. On or after September 15, 2025, the notes will be convertible at any time prior to the second business day prior to maturity at the option of the holder. Upon conversion of notes by a holder, the holder will receive cash up to the principal amount of such notes and, with respect to the remainder, if any, of the conversion value in excess of such principal amount, cash or shares of New Plan's common stock. The initial conversion rate is subject to adjustment in certain circumstances. Prior to September 20, 2011, the notes will not be redeemable at New Plan's option, except to preserve New Plan's status as a REIT. On or after September 20, 2011, New Plan may redeem all or a portion of the notes at a redemption price equal to the principal amount plus accrued and unpaid interest (including additional interest), if any. Note holders may require New Plan to repurchase all or a portion of the notes at a purchase price equal to the principal amount plus accrued and unpaid interest (including additional interest), if any, on the notes on September 20, 2011, September 15, 2016, and September 15, 2021, or upon the occurrence of certain change in control transactions prior to September 20, 2011. The notes will be sold to qualified institutional buyers by means of a private offering memorandum in accordance with Rule 144A under the Securities Act of 1933, as amended. The notes and the New Plan common stock that may be issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state laws. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. New Plan is one of the nation's largest real estate companies, focusing on the ownership, management and development of community and neighborhood shopping centers. The Company operates as a self-administered and self- managed REIT, with a national portfolio of 480 properties, including 175 properties held through joint ventures, and total assets of approximately $3.4 billion. The properties are strategically located across 39 states and include 463 community and neighborhood shopping centers, primarily grocery or name-brand discount chain anchored, with approximately 67.9 million square feet of gross leasable area, and 17 related retail real estate assets, with approximately 1.1 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 or 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; governmental approvals, actions and initiatives; 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 "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2005, which discuss these and other factors that could adversely affect the Company's results. DATASOURCE: New Plan Excel Realty Trust, Inc. CONTACT: Stacy Slater, Senior Vice President - Corporate Communications of New Plan Excel Realty Trust, Inc., +1-212-869-3000, Web site: http://www.newplan.com/

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