Host Hotels & Resorts, Inc. Recommends That Holders of Operating Partnership Units of Host Hotels & Resorts, L.P. Reject “...
June 18 2020 - 4:20PM
Host Hotels & Resorts, Inc. (NYSE: HST) (the “Company”) has
learned that MacKenzie Capital Management, LP (“Purchaser”) made an
unsolicited “mini-tender” offer for up to 90,000 operating
partnership units (“OP Units”) of Host Hotels & Resorts, L.P.
(“Host L.P.”) at a price of $8.55 per OP Unit less cash
distributions made by Host L.P. after May 31, 2020 (the “MacKenzie
Offer”). This follows multiple earlier “mini-tender” offers
by the Purchaser launched between 2016 and 2019. Neither the
Company nor Host L.P. are in any way associated with the MacKenzie
Offer, and holders of OP Units are under no obligation to take any
action with respect to the MacKenzie Offer.
Mini-tender offers seek less than 5 percent of a
company’s outstanding equity. This allows the offering company to
avoid many of the United States Securities and Exchange Commission
(the “SEC”) disclosure and procedural requirements for tender
offers. The SEC’s guidance to investors on “mini-tender”
offers is available at www.sec.gov/investor/pubs/minitend.htm. This
guidance advises that mini-tender offers “have been increasingly
used to catch investors off guard” and that investors “may end up
selling their securities at below-market prices.”
After careful evaluation of the MacKenzie Offer,
the Company and Host L.P. recommend that the holders of OP Units
reject this unsolicited offer. In making this recommendation,
the Company primarily considered that the offer price in the
MacKenzie Offer is below the $12.31 per share closing stock price
of the Company’s common stock on June 17, 2020. Although
there is no trading market for the OP Units themselves, at any time
holders of OP Units may request that the Company redeem their OP
Units and the Company, in its discretion, may either redeem the OP
Units for cash or, in the alternative, issue 1.021494 shares of the
Company’s common stock in exchange for each OP Unit, which shares
may then be sold. Based on the closing price of the Company’s
common stock on June 17, 2020 of $12.31, an OP Unitholder would
receive shares with a market value of approximately $12.57 compared
to the cash MacKenzie Offer of $8.55.
The Purchaser has made many similar unsolicited
mini-tender offers for equity of other companies and multiple
earlier unsolicited mini-tender offers to holders of Host L.P.
units at a similar discount to current market value. Like its
other offers, this offer puts individual investors at risk because
they may not realize they are selling their OP Units at a discount.
The Company urges investors to get current quotes for the Company’s
common stock for which their OP Units may be redeemed, consult
their financial and tax advisors and exercise caution with respect
to the MacKenzie Offer. The Company recommends that OP Unitholders
who have not responded to the Purchaser’s offer take no action. The
Company encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosure at:
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Holders of OP Units should consult with their
personal financial advisor or other legal, tax or investment
professional(s) regarding any questions they may have.
The Company requests that broker dealers, and other
market participants, include a copy of this press release with all
distributions to their clients of materials related to the
MacKenzie Offer.
About Host Hotels &
Resorts
Host Hotels & Resorts, Inc. is an S&P 500
company and is the largest lodging real estate investment trust and
one of the largest owners of luxury and upper-upscale hotels. The
Company currently owns 75 properties in the United States and five
properties internationally totaling approximately 46,700 rooms. The
Company also holds non-controlling interests in six domestic and
one international joint ventures. Guided by a disciplined approach
to capital allocation and aggressive asset management, the Company
partners with premium brands such as Marriott®, Ritz-Carlton®,
Westin®, Sheraton®, W®, St. Regis®, The Luxury Collection®, Hyatt®,
Fairmont®, Hilton®, Swissôtel®, ibis® and Novotel®, as well as
independent brands. For additional information, please visit the
Company’s website at www.hosthotels.com.
* This press release contains registered
trademarks that are the exclusive property of their respective
owners. None of the owners of these trademarks has any
responsibility or liability for any information contained in this
press release.
Tejal EngmanVice President240.744.5116
Host Hotels and Resorts (NYSE:HST)
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