Christopher Swann and Kenneth Hart are nominees for Preferred Share Trustees
PHILADELPHIA CREAM, July 14, 2022 /PRNewswire/ — PREIT (NYSE: PEI), today issued the following statement:
The Company and its counsel continue to make efforts to achieve a quorum for nominees for the position of Preferred Share Trustee before August 2, 2022 and again urge eligible preferred shareholders to vote.
All registered holders of PREIT 7.375% Cumulative Redeemable Series B Perpetual Preferred Shares (the “Series B Preferred Shares”), Series C 7.20% Cumulative Redeemable Perpetual Preferred Shares ( the “Series C Preferred Shares”) and 6.875% Series D Preferred Shares of the Trust The Cumulative Redeemable Perpetual Preferred Shares (the “Series D Preferred Shares” and, together with the Series B Preferred Shares and the Series C Preferred Shares, the “Outstanding Preferred Shares”), on the Record Date, are entitled to be advised and to vote together as one class on the proposal to elect two Preferred Share Trustees, Christopher Swann and Kenneth Hart, subject to the holders of outstanding preferred shares at the annual meeting and any adjournment or postponement thereof. As of the Record Date, 3,450,000 Series B Preferred Shares, 6,900,000 Series C Preferred Shares and 5,000,000 Series D Preferred Shares were outstanding, for an aggregate total of 15,350,000 Preferred Shares outstanding.
Pursuant to the terms of the redesignations, the holders of outstanding Preferred Shares are entitled to receive, when and if authorized by the Board of Trustees and declared by PREIT, out of the Company’s funds lawfully available therefor, dividends cash payable in equal quarterly installments. The terms of the redesignations further provide that, if and whenever six quarterly dividends are outstanding, the number of members of the Board of Trustees of the Company will be increased by two and the holders of outstanding Preferred Shares, voting separately as a class, are entitled to vote and elect these two additional trustees. PREIT is not permitted under its credit facilities to pay dividends on its outstanding preferred shares. Accordingly, for six consecutive quarters, with the sixth quarter being the fourth quarter of 2021, the Board of Trustees has not declared quarterly cash dividends on the outstanding preferred shares of PREIT to which the outstanding preferred shares are entitled and are due. Thus, pursuant to the designation changes, the board of trustees of PREIT will be increased by two, and the holders of outstanding preferred shares, voting together as one separate class, will be entitled to elect two additional trustees to the board of trustees. . at an annual meeting of shareholders or at a duly called special meeting of holders of outstanding preferred shares. This right will continue at each annual meeting of shareholders until PREIT has paid in full all accrued and unpaid dividends on the outstanding preferred shares and the dividends for the current dividend period have been paid in full or declared and aside for payment in full, at which time the right is terminated.
Consequently, Christopher Swann and Kenneth Hart are Preferred Share Trustee nominees standing for election.
Eligible shareholders can vote by contacting Alliance Advisors at 1-866-407-1960 between 9:00 a.m. and 10:00 p.m. Eastern TimeMonday to Friday and Saturday and Sunday from 10 a.m. to 6 p.m.as set forth in the solicitation documents provided to the SEC.
PREIT (NYSE:PEI) is a publicly traded real estate investment trust that owns and manages innovative properties designed to be thoughtful, community-focused hubs. PREIT’s strong portfolio of carefully curated and constantly evolving properties generates success for its tenants and significant impact for the communities it serves by focusing on five primary areas of established and emerging opportunity: multifamily and hotel, health and technology, retail, daily necessities. & groceries and experiential. Located primarily in densely populated regions, PREIT is a leading operator of high-quality, useful 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 Where LinkedIn.
This press release contains certain forward-looking statements which can be identified by the use of words such as “anticipate”, “believe”, “estimate”, “expect”, “project”, “intend”. , “power” or similar expressions. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters that are not historical facts. These forward-looking statements reflect our current expectations and assumptions regarding our business, the economy and other future events and conditions and are based on currently available financial, economic and competitive data and our current business plans. Actual results could vary materially depending on the risks, uncertainties and changes in circumstances that may affect our operations, markets, services, prices and other factors, as discussed in the Risk Factors section of our other documents filed with the Securities and Exchange Commission. Although we believe that our assumptions are reasonable, we caution you against relying on forward-looking statements because it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our results. real. Important factors that could cause actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to, the effectiveness of our financial restructuring and any additional strategies we may employ to manage our liquidity and our capital resources in the future. ; our ability to achieve expected revenues and pro forma leverage ratio and generate free cash flow to further reduce indebtedness; the global COVID-19 pandemic and public health and governmental response, which have created periods of significant economic disruption and which have also exacerbated and may continue to exacerbate many of the risks listed herein; changes in the retail and real estate industries, including bankruptcies, consolidations and store closures, 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, creditworthiness and leasing decisions; our inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; our ability to maintain and increase property occupancy, sales and rental rates; increases in operating expenses not 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 relating to our development and redevelopment activities, including delays, cost overruns and our inability to achieve anticipated occupancy or rental rates; civil unrest and acts of vandalism or violence at shopping malls, including our properties, or other similar spaces, and the potential effect on traffic and sales; our ability to sell properties we seek to dispose of, which may be delayed by, among other things, the inability to obtain zoning, occupancy and other governmental approvals and permits or, to the extent required, endorsements from other third parties; potential impairment losses on certain long-lived assets, such as real estate, including losses we may be required to incur in connection with any disposal of assets; our substantial indebtedness and our ability to remain in compliance with our financial covenants under our credit facilities; our ability to raise capital, including through the sale of properties or interests in properties, subject to the terms of our credit agreements; and the potential dilution of any capital raising transactions or other equity issues.
Other factors that could 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 sections titled “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2021. We do not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.
This document may be considered a solicitation of the annual meeting to be reconvened to consider and vote on the preferred trustee election proposal to be held on August 2, 2022 at 11:00 a.m. Eastern Time. In connection with the annual meeting, PREIT has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on April 22, 2022. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, ANY SUPPLEMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. A Notice of Internet Availability of Proxy Materials containing instructions on how to access the definitive proxy statement has been mailed to shareholders eligible to vote at the annual meeting. No changes have been made to the Preferred Trustee Election Proposal to be voted on by the holders of outstanding preferred shares of PREIT at the Annual Meeting. PREIT’s definitive proxy statement and other documents filed by PREIT may be obtained free of charge at the SEC’s website, www.sec.gov. PREIT shareholders may also obtain, free of charge, a copy of the definitive proxy statement and other relevant filings by sending a request by post to PREIT, One Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19103, or on the Company’s website, https://www.preit.com.