Host Hotels & Resorts, Inc. Recommends That Holders of Operating Partnership Units of Host Hotels & Resorts, L.P. Reject “M...
March 09 2018 - 8:30AM
Host Hotels & Resorts, Inc. (NYSE:HST) (the “Company”) has
learned that certain affiliates of MacKenzie Capital Management, LP
(“Purchaser”) made an unsolicited “mini tender” offer for up to
200,000 operating partnership units (“OP Units”) of Host Hotels
& Resorts, L.P. (“Host L.P.”) at a price of $16.30 per OP Unit
less cash distributions made by Host L.P. after January 31, 2018
(the “MacKenzie Offer”). This follows several earlier “mini
tender” offers by the Purchaser launched in 2016 and 2017.
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 $18.54 per share closing stock price of the
Company’s common stock on March 7, 2018. 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 March 7, 2018 of $18.54, an OP Unitholder would receive
shares with a market value of approximately $18.94 compared to the
cash MacKenzie Offer of $16.30.
The Purchaser has made many similar unsolicited
mini-tender offers for equity of other companies and five 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 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 a copy of this press
release be included with all distributions of materials related to
the MacKenzie Offer.
About Host Hotels &
Resorts
Host Hotels & Resorts, Inc. is an
S&P 500 and Fortune 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 87 properties
in the United States and 6 properties internationally totaling
approximately 52,000 rooms. The Company also holds non-controlling
interests in seven domestic and 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®, Le Meridien®, The Luxury Collection®, Hyatt®,
Fairmont®, Hilton®, Swissôtel®, ibis® and Novotel® as well as
independent brands in the operation of properties in over 50 major
markets worldwide. 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.
Bret D.S. McLeodSenior Vice
President240.744.5216
Gee LingbergVice President240.744.5275
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