PREIT (NYSE: PEI), today issued the following statement:
The Company and its proxy solicitor continue to make efforts to achieve a quorum for the Preferred Share Trustee nominees prior to August 2, 2022 and again urge eligible Preferred Shareholders to vote. Eligible shareholders may cast their vote by contacting Alliance Advisors at 1-866-407-1960 between the hours of 9:00am and 10:00pm Eastern time, Monday through Friday and Saturday and Sunday from 10:00am to 6:00pm, as noted in soliciting materials furnished to the SEC.
PREIT recognizes and has lived up to its obligations to permit and enable the Preferred Shareholders to elect two Trustees to its Board. The Company welcomes and values the opinions of all shareholders and is open to input that may help advance the goal of enhancing shareholder value. Accordingly, the Company endorsed the Preferred Shareholder nominees in a press release issued on March 28, 2022, linked here.
The Company has remained engaged and in contact with Cygnus Capital and Mr. Hart throughout the election process. The Company has complied with its obligations with respect to election of the Preferred Shareholder Trustee nominees by including the nominees in its proxy statement, engaging a proxy solicitor to achieve a quorum to vote for the Preferred Shareholder Trustee nominees and incurring additional expenses for a subsequent mailing, solicitation calls, emails and automated phone calls. PREIT has filed all of these solicitation efforts with the SEC, further encouraging voting activity.
With respect to Cygnus’ assertion that a quorum (i.e.. a majority of the Preferred Shares) was achieved at the annual meeting of shareholders on June 2, 2022, the Company respectfully, but strongly, disagrees. As a Pennsylvania Business Trust, the Company is governed by its Trust Agreement and Bylaws, which require a quorum of a majority of the outstanding Preferred Shareholders, voting together as a single class, in order to properly hold the election. Unfortunately, a quorum of Preferred Shareholders was not achieved by the time of the annual meeting. Accordingly, the meeting was adjourned until August 2, 2022 at 11:00am Eastern time to afford additional time to obtain a quorum of Preferred Shareholders.
Regarding the Company’s upcoming debt maturities:
- The Company has repeatedly conveyed that it expects to be in a position to meet the covenant requirements to extend its credit facility that has an initial expiration in December 2022.
- The Company has remained in compliance with all credit facility covenants during the term of the agreement.
- The Company is working on resolution of its Fashion District obligations.
Additionally, the Company has prioritized initiatives to raise capital to reduce debt obligations and defray interest expenses. Accordingly, the Company recently announced that it had sold three assets and had used year-to-date asset sale proceeds and excess cash from operations used to reduce debt by $82 million. The Company also has sale agreements executed for another $56 million and additional transactions in the pipeline for execution.
The Board and management team are committed to enhancing value for shareholders and are committed to engaging with stakeholders and executing on key strategic initiatives.