TIER REIT, Inc. Announces Final Results of its Modified Dutch Auction Tender Offer (8/26/15)
DALLAS--(BUSINESS WIRE)--TIER REIT, Inc. (NYSE: TIER) announced today the final results of its modified “Dutch Auction” tender offer to purchase for cash up to $50,000,000 in value of shares of its common stock, par value $0.0001 per share (the “Common Stock”) from its stockholders, which expired at 11:59 p.m., New York City time, on August 19, 2015. TIER REIT announced that it was pleased to process the full amount of the tender offer as initially contemplated, subject to the proration described below, and meet the properly tendered requests submitted by tendering stockholders. J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as the dealer managers for the tender offer.
Based on the final count by Computershare Trust Company, N.A., the paying agent and depositary for the tender offer, a total of 10,550,151 shares of Common Stock were properly tendered and not properly withdrawn at the final purchase price of $19.00 per share. Based on this final count, the 10,550,151 shares of Common Stock properly tendered and not properly withdrawn at the final purchase price of $19.00 per share represent approximately 21.1% of the Company’s currently issued and outstanding shares of Common Stock.
In accordance with the terms and conditions of the tender offer, and based on the final count by the paying agent and depositary, TIER REIT will accept for purchase 2,631,579 shares of Common Stock properly tendered and not properly withdrawn prior to the expiration of the tender offer at a purchase price of $19.00 per share, for an aggregate cost of approximately $50 million, excluding fees and expenses relating to the tender offer.
Payment for the shares of Common Stock accepted for purchase under the tender offer will occur promptly, in accordance with applicable law.
Based on this final count, the 2,631,579 shares of Common Stock to be accepted for purchase in the tender offer represent approximately 5.3% of TIER REIT’s currently issued and outstanding shares of Common Stock. Based on these final numbers, TIER REIT anticipates that, following settlement of the tender offer, it will have approximately 47,433,488 shares of Common Stock outstanding.
Due to the oversubscription of the tender offer, based on the final count described above, TIER REIT will accept for purchase on a pro rata basis approximately 21.3% of the shares of Common Stock properly tendered and not properly withdrawn at the purchase price of $19.00 per share by each tendering stockholder (other than “odd lot” holders, whose shares of Common Stock will be purchased on a priority basis).
About TIER REIT, Inc.
TIER REIT, Inc. is a self-managed, Dallas, Texas-based real estate investment trust focused on maximizing total return to stockholders through the combination of stock appreciation and income derived from a sustainable distribution. TIER REIT’s investment strategy is to acquire, develop, and operate a portfolio of best-in-class office properties in select U.S. markets that consistently lead the nation in population and office-using employment growth. For more information on TIER REIT, please visit tierreit.com or call 972.483.2400. http://www.businesswire.com/news/home/20150826005186/en/TIER-REIT%C2%A0Inc.-Announces-Final-Results-Modified-Dutch#.Vd23vCGFOUk