Press Release
November 2, 2001
WHITE PLAINS, NY -- Westin Realty Corp. (the "General Partner"), the general partner of Westin Hotels
Limited Partnership ("WHLP"), has been notified that an unsolicited tender offer was commenced on or
about October 2, 2001, by Madison Liquidity Investors 112, LLC and certain of its affiliates ("Madison")
to purchase a maximum of 2% of WHLP's limited partnership units at a price of $500 per unit less any cash distributions
made after October 2, 2001 and any transfer fees charged by WHLP. After review of the offer being made by Madison,
the Board of Directors of the General Partner recommends that limited partners not accept the offer based on its
terms and conditions (other than price). Neither the General Partner nor any of its officers or directors is affiliated
with Madison.
As previously announced, in February 2001, WHLP retained Jones Lang LaSalle Hotels ("JLL"), a nationally recognized broker, to market The Westin Michigan Avenue, Chicago for sale. In April 2001, formal marketing materials were distributed and discussions with several potential purchasers subsequently commenced. After the occurrence of the terrorist attacks in New York, Washington, D.C. and Pittsburgh on September 11, 2001, certain of the most qualified potential purchasers indicated they would expect significant discounts on their preliminary offers made prior to the attacks. The General Partner believes that if it were to proceed with the sale of The Westin Michigan Avenue, Chicago at this time in the current market environment, total distributions to be made by WHLP would be less than $500 per unit. However, based on the unstable and depressed hotel real estate market, the General Partner does not feel that it is in the best interest of the limited partners to sell The Westin Michigan Avenue, Chicago at this time.
While the General Partner continues to explore a sale of the property, it is in the process of engaging JLL to assist in exploring a refinancing. At this time, it is too early for the General Partner to fully evaluate the feasibility or benefits of a refinancing. The General Partner will continue to make efforts to pursue a sale or refinance transaction that it believes is in the best interest of the limited partners. The General Partner cautions that there can be no assurance that: (i) the General Partner will be able to sell or refinance the hotel, and, if sold or refinanced, the timing of such a transaction, (ii) if the hotel is sold that the net proceeds to limited partners will exceed $500 per unit, or (iii) if the hotel is sold or refinanced that the limited partners would receive a distribution promptly after the sale or refinance of The Westin Michigan Avenue, Chicago. In light of the foregoing, the General Partner makes no recommendation regarding the price offered in the mini-tender.
In deciding to recommend that limited partners not accept the offer based on its terms and conditions (other than price), the Board of the General Partner considered the following factors:
Madison's offer, commonly referred to as a "mini-tender offer," is not subject to the filing, disclosure and procedural requirements of the federal securities laws and regulations because it is for less than 5% of the outstanding units of WHLP. The Securities and Exchange Commission ("SEC") has issued an investor alert regarding mini-tender offers, which can be accessed at the SEC's website at www.sec.gov/consumer/keyword/tminiten.html. Among other things, the SEC recommends that before accepting a mini-tender offer, limited partners should determine the market price, determine the tender price, consult with their broker or financial advisor and determine where to get the best price if they want to sell. The SEC warns investors not to assume that a premium over the market is being offered for their units.
For further information please contact Nancy DeMarino at Phoenix American Financial Services, WHLP's investor relations manager, at 800/323-5888.
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CONTACT:
Phoenix American Financial Services (for WHLP) Nancy DeMarino, 800/323-588
SOURCE: Westin Hotels Limited Partnership