Exhibit 99.1
Frequently Asked Questions (FAQs) Anticipated Listing Q. Why did Chambers Street decide to pursue a listing of its common shares on the New York Stock Exchange (the “NYSE”)? Chambers Street made the decision to pursue a listing of its common shares_ To provide liquidity to all its shareholders at a time of their choosing and at a price that will be established by the market through listing its common shares on the NYSE. To provide Chambers Street with access to a broader range of potential sources of capital as a publicly traded REIT, which should enable the Company to continue to grow and potentially increasing shareholder value. Q. Did Chambers Street consider any alternatives to a listing? As previously disclosed- the board of trustees reviewed and considered various ways of providing liquidity to Chambers Street€s shareholders and determined that- at this time- the listing of the common shares on the NYSE is in the best interest of the Company and its shareholders, Q. When is the listing? Chambers Street anticipates that the listing will occur on or about May „…- „†…‡, The completion of the listing is subject to certain conditions, Q. Why did Chambers Street choose to list now? The timing of the listing decision was based on- among other things- current market conditions- as publicly traded real estate companies have enjoyed strong returns in recent years, Companies similar to Chambers Street- which own net-lease properties- are trading at attractive valuations, Q. Will listing significantly change the management or strategy of Chambers Street? No, As a publicly traded company- Chambers Street will continue with the same management team- the same philosophy and the same disciplined approach to acquiring and operating high-quality- income-producing commercial properties, Chambers Street intends to continue to actively manage its balance sheet to maintain flexibility with conservative leverage- and seek internal growth through proactive asset management- leasing and property management oversight, Q. What is the ticker symbol? The common shares are expected to be traded on the NYSE under the ticker symbol “CSG”, Q. What is the value of the common shares once they become listed on the NYSE? Once the common shares become listed on the NYSE- on or about May „…- the price of the common shares will be available wherever data on NYSE listed companies is available- including in the financial press (The Wall Street Journal- Financial Times- Investor’s Business Daily- etc,) as well on many financial websites such as www,yahoo,comœfinance and www,google,comœfinance, page 1 continued >
Q. Will all common shares be eligible for trading on the NYSE upon listing? Yes-3all3common3shares3are3eligible3for3trading3on3the3NYSE3upon3listing,3To3continue3to3own3 shares3of3Chambers3Street3Properties-3shareholders3can3either3 Do nothing, in which case the shareholder will remain the registered owner of the shares. However, the holder’s shares will no longer appear on any brokerage statements. The shareholder will receive a check and/or statement from Chambers Street with every distribution; or Move the shares into street name. To do this, the shareholder should contact his/her financial advisor or broker/dealer client services department to have the shares moved into an existing brokerage account or to have a new brokerage account established. By utilizing this option, the financial advisor continues to participate in the administration of the investment. Q. Will the listing of the common shares create a taxable eventWhile3the3listing3of3the3common3shares3on3the3NYSE3is3not3a3taxable3event-3a3shareholder3 who3sells3his3or3her3common3shares3could3be3subject3to3potential3taxes,3A3shareholder3should3 consult3with3his3or3her3tax3and3financial3advisors3for3assistance3in3understanding3the3taxes3due3 and3other3considerations3in3the3event3a3shareholder3sells3his3or3her3common3shares, Q. Do shareholders need to do anything right now? Shareholders3who3intend3to3continue3holding3their3common3shares3have3no3immediate3 required3action,3 Tender O¤er Q. Why is Chambers Street implementing a tender o er? The3tender3o¤er3will3provide3shareholders3with3an3opportunity3to3tender3their3common3shares3 to3Chambers3Street3for3cash-3instead3of3selling3their3common3shares3in3the3open3market,3Open3 market3sales3are3subject3to3market3volatility3and3additional3fees, Q. When will the tender o er be available to shareholders? The3tender3o¤er3is3expected3to3commence3concurrently3with3the3intended3listing3on3or3 about3May3„...-3„ ... , Q. How can shareholders tender some or all of their common shares? Chambers3Street3will3publish3and3mail3the3tender3o¤er3documents3to3shareholders3when3the3 tender3o¤er3commences-3which3is3expected3to3be3on3or3about3May3oncurrently3 with3date3of3the3listing,3Detailed3instructions3on3how3to3tender3shares3will3be3contained3in3 the3tender3o¤er3materials,3The3results3of3the3tender3will3be3publicly3announced3shortly3after3 expiration3of3the3tender3o¤er-3and3shareholders3will3be3paid3promptly3thereafter,3
Q. At what price will Chambers Street purchase common shares in the tender o er? The3tender3o¤er3will3be3structured3as3a3modified3”Dutch3Auction”3with3the3minimum3price3of3 ¦... ,... 3per3share3and3the3maximum3price3of3¦... ,§ 3per3share3in3¦ ,... 3increments-3such3as33 ..., ¦... Chambers3Street’s3purchase3price3under3the3tender3o¤er3will3be3the3lowest3price3per3common3 share3within3this3range3at3which3common3shares3have3been3properly3tendered3and3not3 withdrawn-3that3will3enable3the3Company3to3purchase3the3maximum3number3of3common3 shares3having3an3aggregate3purchase3price3not3exceeding3, Q. What is a modified “Dutch Auction”? What3Chambers3Street3means3by3a3modified3”Dutch3Auction”3is3an3auction3structure3in3which3 tendering3shareholders3specify3a3price3within3a3given3range3at3which3they3are3willing3to3tender3 their3shares3and3the3purchase3price3for3all3tendered3shares3accepted3for3payment3is3the3lowest3 price3at3which3the3maximum3amount3of3funds3allocated3to3the3o¤er3can3be3utilized,3 Q. What is the maximum number of shares Chambers Street will purchase in the tender o er? Chambers3Street3intends3to3purchase3up3to3a3maximum3of3¦...„ - - 3in3value3of3common3shares, Q. How long will the tender o er last? The3tender3o¤er3will3be3open3for3a3minimum3of3„ -business3days3from3the3commencement3of3 the3tender,3No3tenders3will3be3accepted3after3the3expiration3of3the3tender3o¤er, Q. How will a shareholder know about the tender o er? The3tender3o¤er3materials-3including3the3o¤er3to3purchase3and3the3letter3of3transmittal-3will3be3 mailed3to3all3record3holders3of3shares3and3other3applicable3nominees3as3of3the3commencement3 date,3In3addition-3shareholders3may3obtain3free3copies3of3the3o¤er3to3purchase-3the3letter3of3 transmittal3and3other3related3materials3that3Chambers3Street3files3with3the3SEC3at3the3SEC’s3 website3at3http3œœwww,sec,gov3or3by3calling3the3information3agent3for3the3tender3offer-3 who3will3be3identified3in3the3materials3filed3with3the3SEC3at3the3commencement3of3the3 tender3offer,3Shareholders3may3also3obtain3free3copies3of3the3tender3offer3materials3from3 Chambers3Street’s3website3at3http3œœwww,chambersstreet,com3or3by3directing3a3request3 to3Mr,3Martin3A,3Reid-3Chambers3Street3Properties-3¨ª3Hulfish3Street-3Suite33Princeton-3 NJ3
Distributions Q. Will listing the common shares on the NYSE have an impact on distributions Chambers Street’s board of trustees may declare in the future on the common shares? All3distributions3will3be3made3by3Chambers3Street3at3the3discretion3of3the3board3of3trustees,3 Beginning3with3the3third3quarter3ending3September3 -3„ ... -3the3board3of3trustees3has3 determined3that3Chambers3Street3will3pay3a3quarterly3distribution3to3its3shareholders3reflecting3an3 annual3payment3of3¦ , 3per3common3share,3Chambers3Street3anticipates3that3the3third3quarter3 distribution3of3¦ ,...„ 3per3common3share3will3be3paid3on3October3-3„ ... -3to3all3shareholders3 of3record3on3September3„§-3„ ... ,3Chambers3Street3believes3this3distribution3level3is3competitive3 with3distribution3payments3declared3by3other3publicly3traded3real3estate3companies3and3provides3 an3appropriate3level3of3retained3capital3to3support3Chambers3Street’s3growth3strategies,3 Q. How was the new distribution level determined? Chambers3Street’s3board3of3trustees3evaluated3multiple3factors3in3determining3the3distribution3 level-3including3but3not3limited3to3 Sustainability of distribution over the long-term Comparable publicly traded REIT payout ratios and distribution yields Ability of Chambers Street to grow internally through continuing to invest in existing and future properties. Q. When is the next quarterly distribution expected to be paid? The3board3of3trustees3previously3approved3a3quarterly3distribution3for3the3second3quarter3 of3¦ ,... 3per3common3share3to3be3paid3on3July3...„-3„ ... -3and3has3fixed3the3close3of3business3 on3June3„«-3„ ... -3as3the3record3date3for3determining3the3holders3of3common3shares3entitled3 to3this3distribution, Post Listing Q. How does a shareholder buy additional common shares? Once3Chambers3Street’s3common3shares3are3listed3on3the3NYSE-3shareholders3can3purchase3 additional3common3shares3by3placing3a3buy3order3through3their3brokerage3account, Q. Will there be any change in how a shareholder’s position is reported? If3you3choose3to3move3your3common3shares3to3a3brokerage3account-3your3account3position3 will3be3reported3on3your3brokerage3account3statement,3If3you3choose3to3leave3your3common3 shares3directly3registered-3there3will3be3no3change3to3current3reporting,3 Q. Will my interest in Chambers Street be the same after the listing of the common shares on the NYSE? The3listing3will3have3no3e¤ect3on3your3proportional3interest3in3Chambers3Street-3voting3rights-3 rights3to3receive3distributions3(if3and3when3declared)3or3the3total3proportional3amount3of3 distributions3(if3and3when3declared), Q. What are some considerations a shareholder should contemplate before selling their common shares? Aside3from3potential3negative3tax3implications-3selling3common3shares3will3result3in3loss3 of3yield3and3loss3of3potential3share3appreciation,3A3shareholder3should3consult3with3his3or3 her3tax3and3financial3advisors3for3assistance3in3understanding3the3taxes3due3and3other3 considerations3in3the3event3a3shareholder3sells3his3or3her3common3shares,
Frequently Asked Questions (FAQs) continued Contact Information Q. Where should questions be directed? Shareholders are encouraged to contact Chambers Street’s investor relations at (855) 450-0288. Inquiries to this number are directed to Chambers Street’s transfer agent. Financial advisors whose clients are shareholders of Chambers Street should contact CNL Client Services at (866) 650-0650. Q. Who is Chambers Street’s transfer agent and contact information? Chambers Street’s transfer agent is DST Systems, Inc. and DST Systems’ contact information is: Registered, Certified, Express or First Class Mail DST Systems, Inc. Chambers Street Properties PO Box 219345 Kansas City, MO 64121-9345 Overnight Courier DST Systems, Inc. Chambers Street Properties 430 W 7th St. Ste 219345 Kansas City, MO 64105 Investor Services Toll Free (855) 450-0288 Important Notice This document is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company. The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that the Company intends to distribute to its shareholders and file with the Securities and Exchange Commission (the “SEC”). The full details of the tender offer, including complete instructions on how to tender shares, will be included in the offer to purchase, the letter of transmittal and other related materials, which the Company will distribute to shareholders and file with the SEC upon commencement of the tender offer. Shareholders are urged to carefully read the offer to purchase, the letter of transmittal and other related materials when they become available because they will contain important information, including the terms and conditions of the tender offer. Shareholders may obtain free copies of the offer to purchase, the letter of transmittal and other related materials that the Company files with the SEC at the SEC’s website at http://www.sec.gov or by calling the information agent for the contemplated tender offer, who will be identified in the materials filed with the SEC at the commencement of the tender offer. In addition, shareholders may obtain free copies of the Company’s filings with the SEC from the Company’s website at http://www.chambersstreet.com or by directing a request to Mr. Martin A. Reid, Chambers Street Properties, 47 Hulfish Street, Suite 210, Princeton, NJ 08542 or (609) 683-4900. Forward Looking Statements This document may contain various “forward-looking statements.” You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “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, including statements about the timing and likelihood of providing a liquidity event to our shareholders. Statements regarding the following subjects may be impacted by a number of risks and uncertainties such as our business strategy; our ability to obtain future financing arrangements; estimates relating to our future distributions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our products, operations and business; and the use of the proceeds of any offerings of securities. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our common shares, along with the following factors that could cause actual results to vary from our forward-looking statements such as our ability to complete the listing of our common shares on the NYSE; our ability to complete the tender offer; the price at which our common shares may trade on the NYSE which may be higher or lower than the purchase price of the tender offer; the price and time at which we may make additional repurchases of common shares following completion of the tender offer; the number of common shares acquired in such repurchases and the terms, timing, costs and interest rate on any indebtedness incurred to fund such repurchases; national, regional and local economic climates; changes in supply and demand for office and industrial properties; adverse changes in the real estate markets, including increasing vacancy, decreasing rental revenue and increasing insurance costs; availability and credit worthiness of prospective tenants; our ability to maintain rental rates and maximize occupancy; our ability to identify and secure acquisitions; our failure to successfully manage growth or operate acquired properties; our pace of acquisitions and/or dispositions of properties; risks related to development projects (including construction delay, cost overruns or our inability to obtain necessary permits); payment of distributions from sources other than cash flows and operating activities; receiving corporate debt ratings and changes in the general interest rate environment; availability of capital (debt and equity); our ability to refinance existing indebtedness or incur additional indebtedness; failure to comply with our debt covenants; unanticipated increases in financing and other costs, including a rise in interest rates; the actual outcome of the resolution of any conflict; material adverse actions or omissions by any of our joint venture partners; our ability to operate as a self-managed company; availability of and ability to retain our executive officers and other qualified personnel; future terrorist attacks in the United States or abroad; the ability of our operating partnership to continue to qualify as a partnership for U.S. federal income tax purposes; our ability to continue to qualify as a REIT for U.S. federal income tax purposes; foreign currency fluctuations; changes to accounting principles, policies and guidelines applicable to REITs; legislative or regulatory changes adversely affecting REITs and the real estate business; environmental, regulatory and/or safety requirements; and other factors discussed under Item 1A Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2012 and those factors that may be contained in any filing we make with the Securities and Exchange Commission. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise. page 5