Host Hotels & Resorts, Inc. Recommends That Holders of Operating Partnership Units of Host Hotels & Resorts, L.P. Reject “...
August 29 2019 - 4:15PM
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 100,000 operating
partnership units (“OP Units”) of Host Hotels & Resorts, L.P.
(“Host L.P.”) at a price of $13.10 per OP Unit less cash
distributions made by Host L.P. after July 31, 2019 (the “MacKenzie
Offer”). This follows several earlier “mini tender” offers by
the Purchaser launched in 2016, 2017 and 2018. 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 $15.78 per share closing stock price of the
Company’s common stock on August 28, 2019. 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 August 28, 2019 of $15.78, an OP Unitholder would receive
shares with a market value of approximately $16.12 compared to the
cash MacKenzie Offer of $13.10.
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 77 properties in the United States and
five properties internationally totaling approximately 48,000
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 in the operation of
properties in over 50 major markets. 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.
Gee LingbergSenior Vice President
240.744.5275
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