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27 February 2002

Westin Hotels Limited Partnership Responds to Third Party Mini Tender Offer

Westin Hotels Limited Partnership Responds to Third Party Mini Tender Offer

WHITE PLAINS, N.Y. - Westin Realty Corp. (the "General Partner"), the general partner of Westin Hotels Limited Partnership ("WHLP"), has been notified that an unsolicited tender offer was commenced on or about February 19, 2002, by MacKenzie Patterson, Inc. and certain of its affiliates ("MacKenzie") to purchase approximately 2.8% of WHLP's limited partnership units at a price of $400 per unit less any cash distributions made after January 15, 2002 and any transfer fees charged by WHLP. After review of the offer being made by MacKenzie, the Board of Directors of the General Partner recommends that limited partners not accept the offer based on its terms and conditions (other than price). Neither the General Partner nor any of its officers or directors is affiliated with MacKenzie.

As previously announced, in February 2001, WHLP retained Jones Lang LaSalle Hotels ("JLL"), a nationally recognized broker, to market The Westin Michigan Avenue, Chicago for sale. In April 2001, formal marketing materials were distributed and discussions with several potential purchasers subsequently commenced. After the occurrence of the terrorist attacks in New York, Washington, D.C. and Pittsburgh on September 11, 2001, certain of the most qualified potential purchasers indicated they would expect significant discounts on their preliminary offers made prior to the attacks. Based on the unstable and depressed hotel real estate market, the General Partner does not feel that it is in the best interest of the limited partners to sell The Westin Michigan Avenue, Chicago at this time. The General Partner believes that if it were to proceed with the sale of The Westin Michigan Avenue, Chicago at this time in the current market environment, total distributions to be made by WHLP would be less than $400 per unit. Furthermore, the General Partner is unable to determine at this time if distributions would exceed $400 per unit if it were able to proceed with the sale of The Westin Michigan Avenue, Chicago in a more stable environment.

While the General Partner continues to explore a sale of the property, it has engaged JLL to assist in exploring a refinancing. At this time, it is too early for the General Partner to fully evaluate the feasibility or benefits of a refinancing. The General Partner will continue to make efforts to pursue a sale or refinance transaction that it believes is in the best interest of the limited partners. The General Partner cautions that there can be no assurance that: (i) the General Partner will be able to sell or refinance the hotel, and, if sold or refinanced, the timing of such a transaction, (ii) if the hotel is sold that the net proceeds to limited partners will exceed $400 per unit, or (iii) if the hotel is sold or refinanced that the limited partners would receive a distribution promptly after the sale or refinance of The Westin Michigan Avenue, Chicago. In light of the foregoing, the General Partner makes no recommendation regarding the price offered in the mini-tender.

In deciding to recommend that limited partners not accept the offer based on its terms and conditions (other than price), the Board of the General Partner considered the following factors:

  • MacKenzie's offer does not provide withdrawal rights and may be extended for an additional 60 days.
  • MacKenzie's offer is made on a first come, first buy basis.The Assignment Form to tender your units provides that you will transfer certain rights before you are paid for your units.
  • MacKenzie's offer documents provide that any disputes between you and MacKenzie must be resolved through binding arbitration in Oakland, California.
  • MacKenzie may not be able to purchase all of the units it is making an offer for until 2003.
  • The General Partner has not verified that MacKenzie has sufficient resources to consummate the offer.

MacKenzie's offer, commonly referred to as a "mini-tender offer," is not subject to the filing, disclosure and procedural requirements of the federal securities laws and regulations because it is for less than 5% of the outstanding units of WHLP. The Securities and Exchange Commission ("SEC") has issued an investor alert regarding mini-tender offers, which can be accessed at the SEC's website at www.sec.gov/consumer/keyword/tminiten.html. Among other things, the SEC recommends that before accepting a mini-tender offer, limited partners should determine the market price, determine the tender price, consult with their broker or financial advisor and determine where to get the best price if they want to sell. The SEC warns investors not to assume that a premium over the market is being offered for their units.

For further information please contact Nancy DeMarino at Phoenix American Financial Services, WHLP's investor relations manager, at 1-800-323-5888.

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