Christopher Swann and
Kenneth Hart are Nominees for
Preferred Share Trustees
PHILADELPHIA, July 14,
2022 /PRNewswire/ -- PREIT (NYSE: PEI), today issued
the following statement:
The Company and its proxy solicitor continue to make efforts to
achieve a quorum for the Preferred Share Trustee nominees prior to
August 2, 2022 and again urge
eligible Preferred Shareholders to vote.
All holders of record of PREIT's 7.375% Series B Cumulative
Redeemable Perpetual Preferred Shares (the "Series B Preferred"),
the 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares
(the "Series C Preferred"), and the Trust's 6.875% Series D
Cumulative Redeemable Perpetual Preferred Shares (the "Series D
Preferred," and, together with the Series B Preferred and the
Series C Preferred, the "Outstanding Preferred Shares"), as of the
Record Date are entitled to notice of and to vote together as a
single class on the proposal to elect two Preferred Share Trustees,
Christopher Swann and Kenneth Hart, submitted to the holders of
Outstanding Preferred Shares at the Annual Meeting and any
adjournment or postponement thereof. On the Record Date, 3,450,000
Series B Preferred, 6,900,000 Series C Preferred, and 5,000,000
Series D Preferred, were outstanding, for an aggregate total of
15,350,000 Outstanding Preferred Shares.
Pursuant to the terms of the Designating Amendments, holders of
Outstanding Preferred Shares are entitled to receive, when, as and
if authorized by the Board of Trustees and declared by PREIT, out
of the funds of the Company legally available therefor, cash
dividends payable in equal quarterly installments. The terms of the
Designating Amendments further provide that, if and whenever six
quarterly dividends are in arrears, the number of members of the
Company's Board of Trustees will be increased by two and the
holders of Outstanding Preferred Shares, voting separately as a
class, will have the right to vote and elect these two additional
trustees. PREIT is restricted under the terms of its credit
facilities from paying dividends on its Outstanding Preferred
Shares. Accordingly, for six consecutive quarters, the sixth
quarter being the fourth quarter of 2021, the Board of Trustees has
not declared quarterly cash dividends on PREIT's Outstanding
Preferred Shares for which the Outstanding Preferred Shares are
entitled and owed. Thus, in accordance with the Designating
Amendments, PREIT's Board of Trustees will be increased by two, and
the holders of the Outstanding Preferred Shares, voting together as
a separate, single class, have the right to elect two additional
trustees to the Board of Trustees at an annual meeting of
shareholders or a properly called special meeting of the holders of
the Outstanding Preferred Shares. This right will continue at every
annual meeting of shareholders until PREIT has paid all accrued and
unpaid dividends on the Outstanding Preferred Shares in full and
the dividends for the then current dividend period have been paid
in full or declared and set apart for payment in full, at which
time the right is terminated.
Accordingly, Christopher Swann
and Kenneth Hart are Preferred Share
Trustee Nominees standing for election.
Eligible shareholders may cast their vote by contacting
Alliance Advisors at 1-866-407-1960 between
the hours of 9:00am and 10:00pm Eastern time, Monday through
Friday and Saturday and Sunday from 10:00am
to 6:00pm, as noted in soliciting materials furnished to the
SEC.
About PREIT
PREIT (NYSE:PEI) is a publicly traded real estate investment
trust that owns and manages innovative properties developed to be
thoughtful, community-centric hubs. PREIT's robust portfolio of
carefully curated, ever-evolving properties generates success for
its tenants and meaningful impact for the communities it serves by
keenly focusing on five core areas of established and emerging
opportunity: multi-family & hotel, health & tech, retail,
essentials & grocery and experiential. Located primarily in
densely-populated regions, PREIT is a top operator of high quality,
purposeful places that serve as one-stop destinations for customers
to shop, dine, play and stay. Additional information is available
at www.preit.com or on Twitter, Instagram
or LinkedIn.
Forward Looking Statements
This press release contains certain forward-looking statements
that can be identified by the use of words such as "anticipate,"
"believe," "estimate," "expect," "project," "intend," "may" or
similar expressions. Forward-looking statements relate to
expectations, beliefs, projections, future plans, strategies,
anticipated events, trends and other matters that are not
historical facts. These forward-looking statements reflect our
current expectations and assumptions regarding our business, the
economy and other future events and conditions and are based on
currently available financial, economic and competitive data and
our current business plans. Actual results could vary materially
depending on risks, uncertainties and changes in circumstances that
may affect our operations, markets, services, prices and other
factors as discussed in the Risk Factors section of our other
filings with the Securities and Exchange Commission. While we
believe our assumptions are reasonable, we caution you against
relying on any forward-looking statements as it is very difficult
to predict the impact of known factors, and it is impossible for us
to anticipate all factors that could affect our actual results.
Important factors that could cause actual results to differ
materially from those in the forward-looking statements include,
but are not limited to, the effectiveness of our financial
restructuring and any additional strategies that we may employ to
address our liquidity and capital resources in the future; our
ability to achieve forecasted revenue and pro forma leverage ratio
and generate free cash flow to further reduce indebtedness; the
COVID-19 global pandemic and the public health and governmental
response, which have created periods of significant economic
disruption and also have and may continue to exacerbate many of the
risks listed herein; changes in the retail and real estate
industries, including bankruptcies, consolidation and store
closings, particularly among anchor tenants; changes in economic
conditions, including unemployment rates and its effects on
consumer confidence and spending, supply chain challenges, the
current inflationary environment, and the corresponding effects on
tenant business performance, prospects, solvency and leasing
decisions; our inability to collect rent due to the bankruptcy or
insolvency of tenants or otherwise; our ability to maintain and
increase property occupancy, sales and rental rates; increases in
operating costs that cannot be passed on to tenants, which may be
exacerbated in the current inflationary environment; the effects of
online shopping and other uses of technology on our retail tenants;
risks related to our development and redevelopment activities,
including delays, cost overruns and our inability to reach
projected occupancy or rental rates; social unrest and acts of
vandalism or violence at malls, including our properties, or at
other similar spaces, and the potential effect on traffic and
sales; our ability to sell properties that we seek to dispose of,
which may be delayed by, among other things, the failure to obtain
zoning, occupancy and other governmental approvals and permits or,
to the extent required, approvals of other third parties; potential
losses on impairment of certain long-lived assets, such as real
estate, including losses that we might be required to record in
connection with any disposition of assets; our substantial debt and
our ability to remain in compliance with our financial covenants
under our debt facilities; our ability to raise capital, including
through sales of properties or interests in properties, subject to
the terms of our credit agreements; and potential dilution from any
capital raising transactions or other equity issuances.
Additional factors that might cause future events, achievements
or results to differ materially from those expressed or implied by
our forward-looking statements include those discussed herein, and
in the sections entitled "Item 1A. Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31, 2021. We do not intend to update or
revise any forward-looking statements to reflect new information,
future events or otherwise.
Important Information
This material may be deemed solicitation in respect of the
Annual Meeting to be reconvened to consider and vote on the
Preferred Trustee Election Proposal and held on August 2, 2022 at 11:00
a.m. Eastern Time. In connection with the Annual
Meeting, PREIT filed with the Securities and Exchange Commission
(the "SEC") a definitive proxy statement on April 22, 2022. BEFORE MAKING ANY VOTING
DECISION, SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT, ANY SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. A
notice of internet availability of proxy materials containing
instructions on how to access the definitive proxy statement was
mailed to shareholders entitled to vote at the Annual Meeting. No
changes have been made in the Preferred Trustee Election Proposal
to be voted on by holders of PREIT's outstanding preferred shares
at the Annual Meeting. PREIT's definitive proxy statement and
other documents filed by PREIT may be obtained free of charge from
the SEC's website, www.sec.gov. PREIT's shareholders may also
obtain, without charge, a copy of the definitive proxy statement
and other relevant filed documents by directing a request by mail
to PREIT, One Commerce Square, 2005 Market Street, Suite 1000,
Philadelphia, Pennsylvania 19103,
or from the Company's website, https:// www.preit.com.
Contact:
Heather Crowell
heather@gregoryfca.com
preit@gregoryfca.com
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