Tejon Ranch Company Announces Commencement of Rights Offering to Stockholders
October 04 2017 - 5:00PM
Business Wire
Tejon Ranch Co. (NYSE:TRC) (“Tejon”) announced today that it has
commenced the previously announced rights offering to raise gross
proceeds of up to approximately $75 million. Under the terms of the
rights offering, Tejon has distributed, at no charge, to the
holders of its common stock as of 5:00 p.m., New York time, on
October 4, 2017, one transferable subscription right for each share
of Tejon common stock then owned. Each subscription right entitles
the holder to purchase 0.20 shares of common stock using a purchase
price of $18.00 per whole share.
The rights offering also includes an over-subscription
privilege, which entitles a stockholder who exercises all of its
basic subscription privilege in full the right to purchase
additional shares of common stock that remain unsubscribed at the
expiration of the rights offering, subject to the availability and
pro rata allocation of shares among persons exercising this
over-subscription right. If there are not enough unsubscribed
shares to honor all requests under the over-subscription privilege,
Tejon may, at its discretion, elect to issue up to an additional
833,333 of over-allotment shares to honor requests under the
over-subscription privilege. If the over-allotment shares are
issued maximum gross proceeds in the offering would be
approximately $90 million.
The subscription period for the rights offering is expected to
expire at 5:00 p.m., New York time, on October 27, 2017. The shares
issued in connection with the rights offering are listed on the New
York Stock Exchange, and the rights are expected to trade on the
New York Stock Exchange until the day before the expiration of the
subscription period.
The net proceeds of the offering will be used to provide
additional working capital for general corporate purposes,
including to fund general infrastructure costs and the development
of buildings at Tejon Ranch Commerce Center, to continue forward
with entitlement and permitting programs for the Centennial at
Tejon Ranch and Grapevine at Tejon Ranch communities and costs
related to the preparation of the development of Mountain Village
at Tejon Ranch.
Stockholders who hold their shares directly will receive a
prospectus supplement, together with a letter from Tejon and other
materials describing the rights offering. Those wishing to exercise
their rights should review all materials, properly complete and
execute the subscription rights certificate and deliver it and
payment in full to the subscription agent, Computershare:
If Delivering by Overnight Courier:
Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary
Offer
250 Royall Street
Suite V
Canton, MA 02021
If Delivering by Mail:
Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary
Offer
P.O. Box 43011
Providence, RI 02940-3011
The Information Agent for the Offer is:
Georgeson
1290 Avenue of the Americas, 9th FloorNew York,
NY 10104(888) 565-5190 (Toll Free)
Holders of subscription rights whose shares are held in street
name through a broker, custodian bank or other nominee must
instruct their broker, custodian bank or nominee whether or not to
exercise subscription rights on their behalf. Those wishing to
obtain a separate subscription rights certificate should promptly
contact their broker, custodian bank or other nominee with that
request, although it is not necessary to have a physical
subscription rights certificate to elect to exercise rights if
shares are held in street name.
Tejon reserves the right to modify, extend, postpone or cancel
the rights offering at any time prior to the closing of the sale of
the shares in the offering. Tejon has engaged Georgeson LLC as
information agent with respect to the rights offering. A copy of
the prospectus or further information regarding the rights offering
may be obtained by contacting Georgeson LLC at 1-888-565-5190 (toll
free).
Tejon has filed a shelf registration statement (including a
prospectus supplement) with the Securities and Exchange Commission
(Reg. No. 333-210875). Before you invest, you should read the
prospectus supplement and other documents Tejon has filed with the
SEC for more complete information about Tejon and the rights
offering. This announcement shall not constitute an offer to sell,
or the solicitation of an offer to buy the rights or the underlying
shares, nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities
laws of any such state.
About Tejon Ranch Co.
Tejon Ranch Co. is a diversified real estate development and
agribusiness company, whose principal asset is its 270,000-acre
land holding located approximately 60 miles north of Los Angeles
and 30 miles south of Bakersfield.
More information about Tejon Ranch Co. can be found online at
http://www.tejonranch.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These include, without limitation, our statements
contained above regarding the proposed rights offering, and other
statements that are not historical facts. These statements involve
risks and uncertainties that could cause actual results and events
to differ materially, including the possibility that the rights
offering may be delayed or cancelled before it closes. For a
discussion of further risks and uncertainties related to Tejon’s
business, please refer to our public company reports and the Risk
Factors enumerated therein, including our Annual Report on Form
10-K for the year ended December 31, 2016 and subsequent reports,
filed with the SEC. Tejon undertakes no duty to update any
forward-looking statement to reflect any change in its expectations
or any change in events, conditions or circumstances on which any
such statements are based.
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version on businesswire.com: http://www.businesswire.com/news/home/20171004006392/en/
Tejon Ranch Co.Allen Lyda, Executive Vice President & Chief
Financial Officer(661) 248-3000
Tejon Ranch (NYSE:TRC)
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