BETHESDA, Md., Sept. 14, 2022 (GLOBE NEWSWIRE) — Host Hotels & Resorts, Inc. HST (the “Company”) has learned that MacKenzie Capital Management, LP (“Purchaser”) has received an unsolicited “mini-tender” offer for up to 100,000 Operating Partnership Units (“OP Units”) from Host Hotels & Resorts, LP ( “Host LP”) at a price of $13.00 per OP Unit, less cash distributions from Host LP after July 15, 2022 (the “MacKenzie Offer”). This follows several previous “Mini-Tender” offers of the Buyers launched between 2016 and 2021. Neither the Company nor Host LP are in any way affiliated with the MacKenzie offering and OP unit owners are under no obligation to take any action in relation to the MacKenzie offering.
Mini-tender offers target less than 5 percent of a company’s outstanding equity. This allows the offering company to circumvent many disclosure and procedural requirements of the United States Securities and Exchange Commission (the “SEC”) for takeover bids. The SEC’s Investor Guide to “Mini-Tender” Offerings is available at www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html. This guide notes that mini-tender offers “have been increasingly used to surprise investors” and that investors “could end up selling their securities at prices below market prices”.
After careful consideration of the MacKenzie offer, the Company and Host LP recommend that OR unit owners decline this unsolicited offer. In making this recommendation, the Company primarily considered that the offer price in the MacKenzie Offering is below the closing price of the Company’s common stock of $17.88 per share on September 13, 2022. At any time, OP unit holders may request that the Company redeem their OP Units and the Company will issue 1.021494 common shares of the Company in exchange for each OP Unit, which may then be sold. Based on the closing price of the company’s common stock…
