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Host Hotels & Resorts Recommends that Holders of Operating Partnership Units of Host Hotels & Resorts, L.P. Reject “Mini-Tender” Offer by MacKenzie Capital Management, LP
BETHESDA, Md., Sept. 14, 2022 (GLOBE NEWSWIRE) -- Host Hotels & Resorts, Inc. (NASDAQ: HST) (the “Company”) has learned that MacKenzie Capital Management, LP
About this update from Host Hotels & Resorts, Inc.
[{"type":"text","content":"BETHESDA, Md., Sept. 14, 2022 (GLOBE NEWSWIRE) -- 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 100,000 operating partnership units (“OP Units”) of Host Hotels & Resorts, L.P. (“Host L.P.”) at a price of $13.00 per OP Unit less cash distributions made by Host L.P. after July 15, 2022 (the “MacKenzie Offer”). This follows multiple earlier “mini-tender” offers by the Purchaser launched between 2016 and 2021. 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/reportspubs/investor-publications/investorpubsminitendhtm.html. 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 $17.88 per share closing stock price of the Company’s common stock on September 13, 2022. 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 September 13, 2022 of $17.88, an OP Unitholder would receive shares with a market value of approximately $18.26 compared to the cash MacKenzie Offer of $13.00. 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...