TIER REIT, Inc. Announces Final Results of its Modified Dutch Auction Tender Offer
August 26 2015 - 8:00AM
Business Wire
TIER REIT, Inc. (NYSE: TIER) announced today the final
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 final count by Computershare Trust Company, N.A.,
the paying agent and depositary for the tender offer, a total of
10,550,151 shares of Common Stock were properly tendered and not
properly withdrawn at the final purchase price of $19.00 per share.
Based on this final count, the 10,550,151 shares of Common Stock
properly tendered and not properly withdrawn at the final purchase
price of $19.00 per share represent approximately 21.1% 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 final count by the paying agent and depositary,
TIER REIT will accept for purchase 2,631,579 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properly tendered and not properly withdrawn prior to the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.
Payment for the shares of Common Stock accepted for purchase
under the tender offer will occur promptly, in accordance with
applicable law.
Based on this final count, the 2,631,579 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 final numbers, TIER REIT
anticipates that, following settlement of the tender offer, it will
have approximately 47,433,488 shares of Common Stock
outstanding.
Due to the oversubscription of the tender offer, based on the
final count described above, TIER REIT will accept for purchase on
a pro rata basis approximately 21.3% 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).
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/20150826005186/en/
TIER REIT, Inc.Kelly Sargent,
972-483-2460ksargent@tierreit.com
Tier Reit Inc. (NYSE:TIER)
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