Host Hotels recommends shareholders reject MacKenzie Capital mini tender offer

Host Hotels (HST) has learned that certain affiliates of MacKenzie Capital made an unsolicited “mini-tender” offer for up to 100,000 operating partnership units of Host Hotels & Resorts, L.P. at a price of $10.55 per OP Unit less cash distributions made by Host L.P. after April 30. This follows multiple earlier “mini-tender” offers by the purchaser launched between 2016 and 2023. 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. 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 $17.37 per share closing stock price of the company’s common stock on September 24. 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 24 of $17.37, an OP Unit holder would receive shares with a market value of approximately $17.74 compared to the cash MacKenzie offer of $10.55, less cash distributions of $0.2042988 per OP Unit made on July 15 and to be made October 15. 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 to current market value. The company recommends that holders of OP Units who have not responded to the Purchaser’s offer take no action.