Link Parks, Inc. (f/k/a PS Business Parks, Inc.) Commences Tender Offers to Purchase for Cash Any and All of its Outstanding Preferred Securities Described Below and Declares Third Quarter Dividend
Link Parks, Inc. (f/k/a PS Business Parks, Inc.) (the "Company") (Pink Open Market: PSBXP, PSBYP, PSBZP) announced today the commencement of tender offers (the "Offers") to purchase for cash any and all of its outstanding preferred securities described in the table below (collectively referred to as the "Securities"), at the applicable offer prices set forth below (collectively referred to as the "Offer Price"). The following table sets forth some of the terms of the Offers:
Series of Securities |
CUSIP
|
Aggregate
|
Offer
|
|||
Depositary Shares each representing 1/1,000 of a Share of 5.250% Cumulative Preferred Stock, Series X of the Company ("Series X Preferred Shares") |
69360J 594 / US69360J5948 |
|
$66,203,325 |
|
$13.30 per Series X Preferred Share |
|
Depositary Shares each representing 1/1,000 of a Share of 5.200% Cumulative Preferred Stock, Series Y of the Company ("Series Y Preferred Shares") |
69360J 578 / US69360J5781 |
|
$42,875,025 |
|
$13.57 per Series Y Preferred Share |
|
Depositary Shares each representing 1/1,000 of a Share of 4.875% Cumulative Preferred Stock, Series Z of the Company ("Series Z Preferred Shares") |
69360J 552 / US69360J5526 |
|
$53,781,925 |
|
$13.91 per Series Z Preferred Share |
The Offers will expire on September 27, 2023 at 5:00 p.m., New York City time, unless the Company extends them (such time and date, as the same may be extended, the "Expiration Date").
The Company previously undertook offers to purchase any and all outstanding Securities pursuant to:
- the Company's Offer to Purchase dated November 22, 2022 and the accompanying Letter of Transmittal (the "Prior 2022 Offers"), in which holders of an aggregate liquidation preference of $148,847,450.00 of the then outstanding Series X Preferred Shares tendered Securities in the Prior 2022 Offers, holders of an aggregate liquidation preference of $143,917,275.00 of the then outstanding Series Y Preferred Shares tendered Securities in the Prior 2022 Offers and holders of an aggregate liquidation preference of $243,217,200.00 of the then outstanding Series Z Preferred Shares tendered Securities in the Prior 2022 Offers, and the Company purchased all Securities tendered in the Prior 2022 Offers on December 23, 2022; and
- the Company's Offer to Purchase dated March 1, 2023 and the accompanying Letter of Transmittal (the "Prior 2023 Offers" and, together with the Prior 2022 Offers, the "Prior Offers"), in which holders of an aggregate liquidation preference of $14,949,225.00 of the then outstanding Series X Preferred Shares tendered Securities in the Prior 2023 Offers, holders of an aggregate liquidation preference of $13,207,700.00 of the then outstanding Series Y Preferred Shares tendered Securities in the Prior 2023 Offers and holders of an aggregate liquidation preference of $28,000,875.00 of the then outstanding Series Z Preferred Shares tendered Securities in the Prior 2023 Offers, and the Company purchased all Securities tendered in the Prior 2023 Offers on March 31, 2023.
The offer price in each of the Prior Offers was $15.29, $15.33 and $14.34 for the Series X Preferred Shares, the Series Y Preferred Shares and the Series Z Preferred Shares, respectively.
Series of Securities |
Offer Price of
|
Offer Price of
|
Offer Price of
|
|||
Series X Preferred Shares |
$13.30 per Series X Preferred Share |
$15.29 per Series X Preferred Share |
$15.29 per Series X Preferred Share |
|||
Series Y Preferred Shares |
$13.57 per Series Y Preferred Share |
$15.33 per Series Y Preferred Share |
$15.33 per Series Y Preferred Share |
|||
Series Z Preferred Shares |
$13.91 per Series Z Preferred Share |
$14.34 per Series Z Preferred Share |
$14.34 per Series Z Preferred Share |
On August 15, 2023, the board of directors of the Company (the "Board of Directors") authorized a quarterly dividend on each series of the Securities payable on October 2, 2023 (the "Third Quarter Dividend") to holders of record of the Securities at the close of business on September 15, 2023 for distribution to the holders of the Securities. As a result, holders of record of the Securities at the close of business on the September 15, 2023 record date will receive the Third Quarter Dividend for the applicable series of Securities regardless of whether they participate in the Offers since the September 15, 2023 record date will occur prior to the consummation of the Offers. For the avoidance of doubt, the Offer Price does not, and will not, include any amount with respect to dividends, including the Third Quarter Dividend, but if you hold Securities at the close of business on the September 15, 2023 record date for the Third Quarter Dividend and tender your Securities in the Offers, you will receive both the Third Quarter Dividend and the Offer Price for your Securities, representing an effective aggregate sum of $13.63 per Series X Preferred Share, $13.90 per Series Y Preferred Share and $14.21 per Series Z Preferred Share. You should be aware that the trading price for each series of Securities may reflect accrued but unpaid dividends. Accordingly, when evaluating the consideration to be received in the Offers, you should refer to the sum of the applicable Offer Price plus the Third Quarter Dividend.
The Company will pay the purchase price for the Securities it purchases promptly after the Expiration Date and the acceptance of the Securities for purchase. The date on which such payment is made is referred to as the "Settlement Date."
Securities tendered pursuant to the Offers may be validly withdrawn at any time on or prior to the Expiration Date by following the procedures described in the Offer to Purchase.
The Company will pay registered brokers and dealers in the United States that process tenders into the Offers from DTC participants and persons resident in the United States (the "Retail Processing Dealers") retail processing fees. Each Retail Processing Dealer that successfully processes tenders from a retail beneficial owner of the Securities will be eligible to receive a fee (the "Retail Processing Fee") from the Company equal to $0.125 per share of the Securities validly tendered and not properly withdrawn by or on behalf of such retail beneficial owner and accepted for purchase by the Company, except for any Securities tendered by a Retail Processing Dealer for its own account. The Retail Processing Fee will only be paid to each Retail Processing Dealer in respect of beneficial owners who submit Series X Preferred Shares, Series Y Preferred Shares or Series Z Preferred Shares in an aggregate amount of 10,000 shares or fewer with respect to each series.
This communication is not a recommendation to buy or sell the Securities or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell the Securities or any other securities. The Offers will only be made pursuant to the Offer to Purchase, dated August 15, 2023 (the "Offer to Purchase"), and the accompanying Letter of Transmittal, dated August 15, 2023 (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Materials"). Holders of Securities should read carefully the Offer Materials because they contain important information, including the various terms of, and conditions to, the Offers.
Forward-Looking Statements
This press release includes forward-looking statements. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors. You should not place undue reliance on forward-looking statements and the Company undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
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