PREIT Board of Trustees Issues Response to Letter from "Concerned Shareholders"
PHILADELPHIA, July 7, 2023 /PRNewswire/ -- PREIT (OTCQB: PRET) today issued a statement and letter in response to the July 6, 2023 letter from David Steinberg, Scott Bishins and Michael Mayer.
Statement from PREIT:
PREIT welcomes and values the opinions of all shareholders and is open to any input that may help advance the goals of the Company and its various stakeholders. As noted during the Company's Q1 2023 Earnings Call, work continues to address the upcoming maturity by pursuing all available alternatives, including refinancing, selling assets and engaging in discussions with lenders. In 2022, the Company sold assets generating over $113 million in gross proceeds and has applied these proceeds and excess cash from operations to pay down debt by over $157 million. Earlier this year, we executed on the sale of Whole Foods at Plymouth Meeting Mall, which was completed in January. Coupled with excess cash, this enabled us to pay down debt by $29 million through the end of March. We continue to pursue entitlements and approvals for the multifamily properties with the expectation to continue to move these to sale.
The entire letter can be found below:
July 7, 2023
DLS Capital
Mr. Scott Bishins
Mr. Michael Meyer
Mr. David Steinberg
Re: July 6, 2023 Letter to the Board of Trustees
Gentlemen:
This will serve as our response to your July 6, 2023 letter to the Board of Trustees. In compliance with the Company's Trust Agreement and Bylaws, the Common Stockholder Trustees were duly elected by a plurality vote of the Common Stockholders at the recently-concluded annual meeting. Furthermore, the actions taken by the Board with respect to rejecting the tendered resignations pursuant to the Company's guidelines fully comport with the Company's governance documents, and the Board properly exercised its business judgement under the circumstances. The actions you propose would destabilize and cause harm to the Company and would clearly not be in the best interests of the shareholders and other stakeholders.
Moreover, your frivolous assertions that the Board has not sufficiently pursued all strategic options available to it are without factual basis or legal foundation. Indeed, the notion that anyone is "standing idly by" is utterly false and offensive. As you well know and was disclosed to the public, PJT Partners, a premier global advisory-focused investment bank, with particular expertise in both real estate and restructuring, was retained in January 2022 to engage in a strategic and financial process to explore all opportunities to maximize shareholder value. Each of the assertions you make is false -- PJT has in fact been robustly marketing the Company's properties, vigorously pursuing strategic alternatives, seeking additional capital infusion for the Company, and otherwise exploring any available options. As you are also aware, the Company was able to successfully extend its debt maturity for one year in December 2022, which afforded it additional time to pursue strategic options. Nonetheless, this has been a very difficult time for mall owners due to constricted financial markets with rising interest rates impacting cap rates. Indeed, your group has been in contact with PJT and the Company, but you have failed to produce any offer or sensible alternative to be pursued.
While your letter engages in name-calling and blame-casting as if there were some magic solution that everyone is ignoring, the reality is that, in order to manage the Company's impending debt maturities and the difficult state of the real estate and financing markets, management, the Board and PJT have been vigorously exploring all strategic alternatives, which has been broadly disclosed by the Company. Notwithstanding your highly inappropriate and baseless personal attacks, the Board will continue to fulfill its fiduciary duties and exercise prudent business judgment to maximize value for shareholders and all stakeholders. All rights are reserved.
Sincerely,
Joseph F. Coradino, Chairman and CEO and
Michael J. DeMarco, Lead Independent Trustee
CC: PREIT Board of Trustees
George J. Alburger, Jr.
JoAnne A. Epps
Kenneth B. Hart
Mark E. Pasquerilla
Charles P. Pizzi
John J. Roberts
Christopher Swann
About PREIT
PREIT (OTCQB:PRET) is a publicly traded real estate investment trust that owns and manages innovative properties developed to be thoughtful, community-centric hubs. PREIT's robust portfolio of carefully curated, ever-evolving properties generates success for its tenants and meaningful impact for the communities it serves by keenly focusing on five core areas of established and emerging opportunity: multi-family & hotel, health & tech, retail, essentials & grocery and experiential. Located primarily in densely-populated regions, PREIT is a top operator of high quality, purposeful places that serve as one-stop destinations for customers to shop, dine, play and stay. Additional information is available at www.preit.com or on Twitter, Instagram or LinkedIn.
Forward Looking Statements
This press release contains certain forward-looking statements that can be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "project," and similar expressions. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters, including our expectations about the impact of COVID-19 on our business, that are not historical facts. These forward-looking statements reflect our current views about future events, achievements, results, cost reductions, dividend payments and the impact of COVID-19 and are subject to risks, uncertainties and changes in circumstances that might cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. In particular, our business might be materially and adversely affected by the following:
- the effectiveness of our financial restructuring and any additional strategies that we may employ to address our liquidity and capital resources in the future;
- our ability to achieve forecasted revenue and pro forma leverage ratio and generate free cash flow to further reduce indebtedness;
- our substantial debt, and our ability to satisfy our obligations or extend the maturity of or refinance our outstanding debt at or prior to maturity, particularly in light of increasing interest rates, and our ability to remain in compliance with our financial covenants under our debt facilities;
- the COVID-19 global pandemic and the public health and governmental response, which have created periods of significant economic disruptions and also have and may continue to exacerbate many of the risks listed herein;
- changes in the retail and real estate industries, including bankruptcies, consolidation and store closings, particularly among anchor tenants;
- changes in economic conditions, including unemployment rates and its effects on consumer confidence and spending, supply chain challenges, the current inflationary environment, and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions;
- our inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise;
- our ability to sell properties that we seek to dispose of, which may be delayed by, among other things, the failure to obtain zoning, occupancy and other governmental approvals and permits or, to the extent required, approvals of other third parties;
- potential losses on impairment of certain long-lived assets, such as real estate, including losses that we might be required to record in connection with any disposition of assets;
- our ability to raise capital, including through sales of properties or interests in properties, subject to the terms of our Credit Agreements;
- our ability to maintain and increase property occupancy, sales and rental rates;
- increases in operating costs that cannot be passed on to tenants, which may be exacerbated in the current inflationary environment;
- the effects of online shopping and other uses of technology on our retail tenants;
- risks related to our development and redevelopment activities, including delays, cost overruns and our inability to reach projected occupancy or rental rates;
- social unrest and acts of vandalism or violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales; and
- potential dilution from any capital raising transactions or other equity issuances.
Additional factors that might cause future events, achievements or results to differ materially from those expressed or implied by our forward-looking statements include those discussed herein and in the section entitled "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022 and any subsequent reports we file with the SEC. Any forward-looking statements made by us speak only as of the date on which they are made, and we do not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.
CONTACT:
Heather Crowell
[email protected]
SOURCE PREIT
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