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LOS ANGELES-CB Richard Ellis has filed a registration statement for an offering of 50 million shares of stock that could raise an estimated $355 million, one of a number of options that CBRE executives mentioned in the company’s earnings call last week as a means of providing a cushion of capital in an uncertain market. CBRE did not price the offering, which would boost the number of its outstanding shares to nearly 255 million, but its prospectus for the offering estimates the net proceeds at approximately $355 million, based on its closing stock price of $7.10 per share on Nov. 7.

CB Richard Ellis declined to comment on the offering, citing SEC regulations that restrict comment on pending offerings. Its prospectus says that it intends to use the proceeds of the offering “for general corporate purposes, which may include the repayment of principal of revolving credit loans and term loans under our senior secured credit agreement.”

The prospectus states, “We are highly leveraged and have significant debt service obligations.” Although CBRE paid down its high-interest debt in 2006, it borrowed approximately $2.1 billion of term loans under its line of credit inDecember 2006 to finance its acquisition of Trammell Crow Co. and $300 million more in March 2008. As of September 30, the company had $2.7 billion of total recourse debt outstanding, according to the prospectus.

CBRE’s president and CEO, Brett White, said during the company’s conference call last week that the company was considering a number of options for raising public or private capital. “While we do not need additional cushion at this time,” White said, the company believes that raising capital “for a rainy day, could be a very conservative and prudent course of action.”

While the prospectus does not detail timing, analyst Brandon Dobell of WilliamBlair & Co. commented in a note this morning that, “We would expect the deal to be priced on Wednesday” either during or shortly after the close of trading. Dobell noted that one of the options CBRE was considering was to increase its line of credit, but the size of the stock offering probably takes that option “off the table for good,” Dobell commented in his note.

CBRE last week reported comparable revenue for the third quarter ended Sept. 30 versus last year’s third quarter, but the company’s net income dropped to $40.4 million and 19 cents per share compared to nearly $115 million and 48 cents per share last year. CBRE’s management team noted that a significant portion of the earnings decline resulted from one-time charges, but the company also said that results during the quarter “were impacted by weak sales activity caused by the global credit market turmoil, and soft leasing performance reflecting weaker economic conditions.”

CB Richard Ellis stock was trading at $4.23 at mid-morning today, down $1.86 from Monday’s close. The shares have traded between $3.54 and $24.75 over the last year.

The CBRE stock offering includes an option for the underwriters to buy 7.5 million additional shares to meet over-allotments. Credit Suisse Securities (USA) LLC and Banc of America Securities LLC will act as joint bookrunning managers for the offering.

If the underwriters exercise their option to purchase additional shares in full, CBRE’s net proceeds could be approximately $408.3 million at the Nov. 7 closing price. However, the CBRE prospectus notes that an increase or decrease of $1 per share in the offering price would increase or decrease the net proceeds by approximately $50 million.

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