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

Rhea-AI Summary

Host Hotels & Resorts (NASDAQ: HST) has issued a recommendation for holders of Host Hotels & Resorts, L.P. Operating Partnership Units (OP Units) to reject the unsolicited "mini-tender" offer from MacKenzie Capital Management.

MacKenzie is offering to purchase up to 100,000 OP Units at $10.55 per unit (less cash distributions made after April 30, 2025). The company emphasizes this price is significantly below market value, as OP Units can be redeemed for 1.021494 shares of HST common stock, valued at approximately $17.74 based on the September 24, 2025 closing price of $17.37.

The company warns that mini-tender offers, which target less than 5% of equity, often avoid SEC disclosure requirements and may result in investors selling securities below market prices.

["OP Units can be redeemed for 1.021494 shares of common stock, offering higher value than the tender offer", "Current market value of OP Units is approximately $17.74, significantly above the tender offer price"]

Positive

• None.

Negative

• Unsolicited mini-tender offer attempts to acquire OP Units at significant discount to market value
• Mini-tender offer structure avoids SEC disclosure and procedural requirements

News Market Reaction – HST

+1.33%

1 alert

+1.33% News Effect

On the day this news was published, HST gained 1.33%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

BETHESDA, Md., Sept. 25, 2025 (GLOBE NEWSWIRE) -- Host Hotels & Resorts, Inc. (NASDAQ: HST) (the “Company”) has learned that certain affiliates of 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 $10.55 per OP Unit less cash distributions made by Host L.P. after April 30, 2025 (the “MacKenzie Offer”). 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.

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/investor/pubs/minitend.htm. 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 $17.37 per share closing stock price of the Company’s common stock on September 24, 2025. 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, 2025 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, 2025 and to be made October 15, 2025 (if the date of settlement of the MacKenzie Offer is after that date).

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. Like its other offers, this offer puts individual investors at risk because they may not realize they are selling their OP Units at a discount. The Company urges investors to get current quotes for the Company’s common stock for which their OP Units may be redeemed, consult their financial and tax advisors and exercise caution with respect to the MacKenzie Offer. The Company recommends that holders of OP Units who have not responded to the Purchaser’s offer take no action. The Company encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at:
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Holders of OP Units should consult with their personal financial advisor or other legal, tax or investment professional(s) regarding any questions they may have.  

The Company requests that broker dealers, and other market participants, include a copy of this press release with all distributions to their clients of materials related to the MacKenzie Offer.

About Host Hotels & Resorts

Host Hotels & Resorts, Inc. is an S&P 500 company and is the largest lodging real estate investment trust and one of the largest owners of luxury and upper-upscale hotels. The Company currently owns 75 properties in the United States and five properties internationally totaling approximately 42,900 rooms. The Company also holds non-controlling interests in seven domestic and one international joint ventures.

SOURAV GHOSH Chief Financial Officer (240) 744-5267

JAIME MARCUS Investor Relations (240) 744-5117 ir@hosthotels.com

FAQ

What is the MacKenzie tender offer price for Host Hotels & Resorts (HST) OP Units?

MacKenzie Capital Management is offering $10.55 per OP Unit, less cash distributions made after April 30, 2025, which is significantly below the current market value.

How many Host Hotels & Resorts (HST) OP Units is MacKenzie trying to purchase?

MacKenzie Capital Management is attempting to purchase up to 100,000 Operating Partnership Units through their mini-tender offer.

What is the current value of Host Hotels & Resorts (HST) OP Units?

Based on the September 24, 2025 closing price of $17.37, each OP Unit can be redeemed for 1.021494 shares of common stock, worth approximately $17.74.

Why does Host Hotels & Resorts (HST) recommend rejecting the mini-tender offer?

HST recommends rejection because the offer price of $10.55 is significantly below the current market value of approximately $17.74 per OP Unit, and mini-tender offers often avoid SEC disclosure requirements.

How can Host Hotels & Resorts (HST) OP Unit holders redeem their units?

OP Unit holders can request redemption at any time, receiving 1.021494 shares of HST common stock for each OP Unit, which can then be sold in the market.