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Strategic Hotels & Resorts, Inc. Amends Tender Offers To Decrease The Minimum Tender Condition To 3,237,752 Shares And Extends Offers





CHICAGO, Dec. 13, 2011 /PRNewswire/ -- Strategic Hotels & Resorts, Inc. (the "Company") (NYSE: BEE) today announced that it has decreased the minimum tender condition and extended the expiration date of its offers to purchase up to 4,716,981 shares in the aggregate of its issued and outstanding (i) 8.25% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Series C Shares"), at a purchase price of $26.50 per share, (ii) 8.25% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Series B Shares"), at a purchase price of $26.50 per share and (iii) 8.50% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, (the "Series A Shares" and, together with the Series C Shares and the Series B Shares, the "Preferred Shares"), at a purchase price of $26.70 per share, in each case, net to the seller in cash, less any applicable withholding taxes and without interest or accrued and unpaid dividends (collectively, the "Offers").

The Offers were conditioned upon the tender of at least 3,773,585 Preferred Shares being validly tendered and not properly withdrawn pursuant to the Offers (the "Minimum Tender Condition").  The Company has reduced the Minimum Tender Condition so that the Offers are now conditioned upon, among other things, at least 3,237,752 Preferred Shares being validly tendered and not properly withdrawn pursuant to the Offers (the "Revised Minimum Tender Condition").  In addition, the Offers, which were set to expire on December 12, 2011 at 5:00 p.m., New York City time, have now been extended and will expire at 5:00 p.m., New York City time, on Monday, December 19, 2011 (the "Expiration Date"), unless further extended or earlier terminated. 

As of the close of business on December 12, 2011, approximately 1,761,428 Series C Shares, 1,047,435 Series B Shares and 428,889 Series A Shares, or a total of 3,237,752 Preferred Shares, had been tendered and not withdrawn.  The Company has offered to purchase up to 4,716,981 Preferred Shares.  Shareholders may tender additional Preferred Shares up until the Expiration Date.  Assuming all the conditions of the Offers are satisfied on the Expiration Date, the Company expects the settlement date for the Offers to be December 22, 2011.

Except for the decrease in the Minimum Tender Condition and the extension of the expiration date of the Offers, the Offers remain subject to all other terms and conditions set forth in the Offer to Purchase dated November 7, 2011 (the "Offer to Purchase").

The Company does not plan to amend the Revised Minimum Tender Condition or further extend the Offers.  Under the terms of the Offers, in the event that the conditions to the Offers, including the Revised Minimum Tender Condition, are not satisfied, the Offers will be terminated and the Company's contingent dividend declaration for the Preferred Shares will no longer be valid.  As disclosed in the Offer to Purchase, holders of Preferred Shares may tender a portion or all of the Preferred Shares they hold.



Stock quotes in this article: BEE 

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