First Nationwide Preferred Capital Corp., a real estate investment trust created by First Nationwide Bank, plans to sell eight million preferred shares.

The Dallas-based real estate investment trust filed with the Securities and Exchange Commission to register the stock for sale, saying it expects to raise as much as $200 million after expenses.

The new REIT would use funds from the offering, plus another $200 million contribution from the bank, to buy its initial portfolio of mortgage assets from the bank's parent company, the SEC filing said.

Last summer, Los Angeles-based First Nationwide agreed to pay $1.2 billion, or $23.50 a share, to acquire Cal Fed Bancorp, a major California thrift. First Nationwide expects to close the deal in January, a company official said.

After the acquisition, the newly created REIT would be renamed California Federal Preferred Capital Corp., the SEC filing said.

Goldman, Sachs & Co. and Smith Barney Inc. plan to underwrite the stock offering, according to the filing.

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