TIER REIT, Inc. Announces Preliminary Results of its Modified Dutch Auction Tender Offer
August 20 2015 - 8:00AM
Business Wire
TIER REIT, Inc. (NYSE: TIER) announced today the
preliminary results of its modified “Dutch Auction” tender offer to
purchase for cash up to $50,000,000 in value of shares of its
common stock, par value $0.0001 per share (the “Common Stock”) from
its stockholders, which expired at 11:59 p.m., New York City time,
on August 19, 2015. TIER REIT announced that it was pleased to
process the full amount of the tender offer as initially
contemplated, subject to the proration described below, and meet
the properly tendered requests submitted by tendering stockholders.
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as
the dealer managers for the tender offer.
Based on the preliminary count by Computershare Trust Company,
N.A., the paying agent and depositary for the tender offer, a total
of 10,825,565 shares of Common Stock were properly tendered and not
properly withdrawn at the final purchase price of $19.00 per share,
including 396,233 shares of Common Stock that were tendered through
notice of guaranteed delivery. Based on this preliminary count, the
10,825,565 shares of Common Stock properly tendered and not
properly withdrawn at the final purchase price of $19.00 per share
represent approximately 21.6% of the Company’s currently issued and
outstanding shares of Common Stock.
In accordance with the terms and conditions of the tender offer,
and based on the preliminary count by the paying agent and
depositary, TIER REIT will accept for purchase 2,631,578 shares of
Common Stock properly tendered and not properly withdrawn prior to
the expiration of the tender offer at a purchase price of $19.00
per share, for an aggregate cost of approximately $50 million,
excluding fees and expenses relating to the tender offer. Based on
this preliminary count, the 2,631,578 shares of Common Stock to be
accepted for purchase in the tender offer represent approximately
5.3% of TIER REIT’s currently issued and outstanding shares of
Common Stock. Based on these preliminary numbers, TIER REIT
anticipates that, following settlement of the tender offer, it will
have approximately 47,431,836 shares of Common Stock
outstanding.
Due to the oversubscription of the tender offer, based on the
preliminary count described above, TIER REIT will accept for
purchase on a pro rata basis approximately 20.7% of the shares of
Common Stock properly tendered and not properly withdrawn at the
purchase price of $19.00 per share by each tendering stockholder
(other than “odd lot” holders, whose shares of Common Stock will be
purchased on a priority basis).
The number of shares of Common Stock to be purchased, the
purchase price information and the proration information are
preliminary and subject to change. The preliminary information
contained in this press release is subject to confirmation by the
paying agent and depositary and is based on the assumption that all
shares of Common Stock tendered through notice of guaranteed
delivery will be delivered within three business days after the
date of receipt by the depositary of the notice of guaranteed
delivery. The final number of shares of Common Stock to be
purchased, the final purchase price information and the final
proration information will be announced following completion of the
confirmation process. Payment for the shares of Common Stock
accepted for purchase under the tender offer will occur promptly,
in accordance with applicable law.
About TIER REIT, Inc.
TIER REIT, Inc. is a self-managed, Dallas, Texas-based real
estate investment trust focused on maximizing total return to
stockholders through the combination of stock appreciation and
income derived from a sustainable distribution. TIER REIT’s
investment strategy is to acquire, develop, and operate a portfolio
of best-in-class office properties in select U.S. markets that
consistently lead the nation in population and office-using
employment growth. For more information on TIER REIT, please
visit tierreit.com or call 972.483.2400.
Important Information
This press release is for informational purposes only and is
neither an offer to buy nor the solicitation of an offer to sell
any securities of TIER REIT. Questions and requests for assistance
by retail stockholders may be directed to Georgeson Inc. at (800)
457-0759 (toll free); questions and requests for assistance by
institutional stockholders may be directed to J.P. Morgan
Securities LLC at (877) 371-5947 (toll free) or Wells Fargo
Securities, LLC at (877) 450-7515 (toll free), the dealer managers
for the tender offer. In addition, stockholders may obtain free
copies of TIER REIT’s filings with the SEC from TIER REIT’s website
at www.tierreit.com/ir.
Forward-Looking Statements
This press release contains forward-looking statements relating
to the business and financial outlook of TIER REIT, Inc. that
are based on our current expectations, estimates, forecasts and
projections and are not guarantees of future performance. These
forward-looking statements include discussion and analysis of the
financial condition of us and our subsidiaries, including our
ability to rent space on favorable terms, our ability to address
debt maturities and fund our capital requirements, our intentions
to sell certain properties, the value of our assets, our
anticipated capital expenditures, the amount and timing of any
anticipated future cash distributions to our stockholders, and
other matters. Words such as “may,” “anticipates,” “expects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “would,”
“could,” “should,” “objectives,” “strategies,” “goals,” and
variations of these words and similar expressions are intended to
identify forward-looking statements. Actual results may differ
materially from those expressed in these forward-looking
statements, and you should not place undue reliance on any such
statements. Factors that could cause actual results to vary
materially from those expressed in forward-looking statements
include changes in real estate conditions and in the capital
markets, as well as the risk factors included in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2014
and Form 10-Q for the fiscal quarter ended June 30, 2015.
Forward-looking statements in this press release speak only as of
the date on which such statements were made and, except as required
by law, we undertake no obligation to update any such statements
that may become untrue because of subsequent events.
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version on businesswire.com: http://www.businesswire.com/news/home/20150820005317/en/
TIER REIT, Inc.Kelly Sargent,
972-483-2460ksargent@tierreit.com
Tier Reit Inc. (NYSE:TIER)
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