Host Hotels & Resorts Recommends that Holders of Operating Partnership Units of Host Hotels & Resorts, L.P. Reject “Mini-...
April 01 2021 - 4:30PM
Host Hotels & Resorts, Inc. (NASDAQ: 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 $12.27 per OP Unit less cash
distributions made by Host L.P. after February 28, 2021 (the
“MacKenzie Offer”). This follows multiple earlier “mini-tender”
offers by the Purchaser launched between 2016 and 2020. 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 $16.85 per share closing stock price of the
Company’s common stock on March 31, 2021. 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 will 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 31, 2021
of $16.85, an OP Unitholder would receive shares with a market
value of approximately $17.21 compared to the cash MacKenzie Offer
of $12.27.
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 76 properties in the United States and
five properties internationally totaling approximately 46,800
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.
SOURAV GHOSH Chief Financial
Officer (240) 744-5267
TEJAL ENGMAN Investor
Relations(240) 744-5116ir@hosthotels.com
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