Sunstone Hotel Investors, Inc. SHO

election_required = True...res directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable Odd Lot discounts in a sale of the holder’s shares. Any Odd Lot Holder wishing to tender all shares held pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. 2. Purpose of the Offer; Certain Effects of the Offer; Other Plans Purpose of the Offer. We believe that the repurchase of shares is consistent with our long-term goal of maximizing stockholder value. We are making the Offer at this time because we believe that the shares are unde...

expiry = 2008-06-27...nstone Hotel Investors, Inc. of Up to 6,200,000 Shares of its Common Stock At a Per Share Purchase Price Not Less Than $18.65 nor Greater Than $21.15 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 27, 2008, UNLESS THE OFFER IS EXTENDED. Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”, “we” or “us”), hereby offers to purchase up to 6,200,000 shares of its common stock, par value $0.01 per share (“Common Stock”), at a per...

expiry = 2008-06-27...nstone Hotel Investors, Inc. of Up to 6,200,000 Shares of its Common Stock At a Per Share Purchase Price Not Less Than $16.75 nor Greater Than $19.25 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME ON JUNE 27, 2008, UNLESS THE OFFER IS EXTENDED. June 16, 2008 To Banks, Brokers, Dealers, Trust Companies and Other Nominees: On June 2, 2008, Sunstone Hotel Investors, Inc., a Maryland corporation (“Sunstone”), commenced its offer to purchase up to 6,200,...

listed = True...more than 6,200,000 shares pursuant to the Offer. The Offer is not conditioned upon the receipt of financing or a minimum number of shares being tendered. The Offer is, however, subject to other conditions. See Section 7, “Conditions of the Offer”. The shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “SHO”. On May 30, 2008, the last full trading day before we commenced the Offer, the closing price of the Common Stock on the NYSE was $19.25 per share. You should obtain current market quotations for the Common Stock before deciding whether to participate in the Offer. The Series C Preferred is not listed on an...

mechanism = DUTCH...Expiration Time; Priority of Purchases; Proration; Odd Lots” and Section 7, “Conditions of the Offer”. What will be the price for the shares and what will be the form of payment? We are conducting the Offer for the shares through a procedure commonly called a modified “Dutch auction”. This procedure enables you to select the price (in multiples of $0.25), within a price range specified by us, at which you are willing to sell your shares. The price range for the Offer is $18.65 to $21.15 per share. Upon the terms and subject to the conditions of the Offer, we will select the lowest Purchase Price that will enable us...

mechanism = DUTCH...Release issued by Sunstone Hotel Investors, Inc Exhibit 99.(a)(5)(E) For Additional Information: Bryan Giglia Vice President – Corporate Finance Sunstone Hotel Investors, Inc. (949) 369-4236 SUNSTONE HOTEL INVESTORS, INC. ANNOUNCES PRELIMINARY RESULTS OF ITS MODIFIED “DUTCH AUCTION” TENDER OFFER San Clemente, CA – June 30, 2008 – Sunstone Hotel Investors, Inc. (NYSE: SHO) announced today the preliminary results of its previously announced modified “Dutch Auction” tender offer (the “Offer”), which expired at 12:00 midnight, New York City time, on June 27, 2008. In accordance with the terms and conditions of the Offe...

mechanism = DUTCH...9.(A)(5)(F) 2 dex99a5f.htm PRESS RELEASE Press Release Exhibit 99.(a)(5)(F) For Additional Information: Bryan Giglia Vice President – Corporate Finance Sunstone Hotel Investors, Inc. (949) 369-4236 SUNSTONE HOTEL INVESTORS, INC. ANNOUNCES FINAL RESULTS OF ITS MODIFIED “DUTCH AUCTION” TENDER OFFER San Clemente, CA – July 8, 2008 – Sunstone Hotel Investors, Inc. (NYSE: SHO) announced today the final results of its previously announced modified “Dutch Auction” tender offer (the “Offer”) to purchase up to 6,200,000 shares of its Common Stock, par value $0.01 per share (“Common Stock”), which expired at 12:00 midnight, N...

must_tender_all = True...hat are validly tendered and not validly withdrawn. If more than 6,200,000 shares are tendered, all shares tendered at or below the Purchase Price will be purchased on a pro rata basis, except for “odd lots” (lots held by stockholders of fewer than 100 shares who tender all of their shares), which will be purchased on a priority basis, and conditional tenders whose condition was not met, which will not be purchased. We also expressly reserve the right to purchase additional shares constituting up to 2% of the outstanding shares of Common Stock without further notice and without extension of the Offer, and could decide to p...

must_tender_all = True...elated shares and required documents to the Depositary within three New York Stock Exchange trading days of their execution of the notice of guaranteed delivery. Stockholders who own fewer than 100 shares of Common Stock, or an “odd-lot”, and who have validly tendered all of their shares will not be subject to proration in accordance with the terms of the Offer. The number of shares the Company expects to purchase in the Offer represents approximately 13% of its common stock outstanding as of May 30, 2008, the last full trading day prior to the commencement of the Offer. As a result of the consummation of the Offer, the...

price = USD 18.65-21.15...ed “Dutch auction”. This procedure enables you to select the price (in multiples of $0.25), within a price range specified by us, at which you are willing to sell your shares. The price range for the Offer is $18.65 to $21.15 per share. Upon the terms and subject to the conditions of the Offer, we will select the lowest Purchase Price that will enable us to purchase 6,200,000 shares or, if a lesser number of shares are validly tendered, all...

priority = True...se all such shares. If all conditions described in Section 7 have been satisfied or waived and more than 6,200,000 shares have been validly tendered and not validly withdrawn on or prior to the expiration of the Offer, we will purchase shares in the following order of priority: • first, all such shares owned beneficially or of record by a stockholder of “odd lots” of fewer than 100 shares who validly tenders all of such shares (partial tenders will not qualify for this preference) at or below the Purchase Price and completes, or whose broker, bank, or other nominee completes, the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; • second, if necessar...

priority = True...ther conditions described in the Offer to Purchase. Upon the terms and subject to the conditions of the Offer, if more than 6,200,000 shares are validly tendered at prices equal to or below the Purchase Price and not validly withdrawn, Sunstone will purchase, subject to “odd lot” priority and the conditional tender procedures described in Sections 1 and 6 of the Offer to Purchase, shares validly tendered at prices equal to or below the Purchase Price and not validly withdrawn, on a pro rata basis with appropriate rounding adjustments to avoid purchases of fractional shares. Payment of the Purchase Price may be subject to...

priority = True...$17.50 (assuming all shares tendered through guaranteed delivery procedures are delivered under the terms of the Offer), based on the total number of shares reported to be tendered at or below $17.50 and not withdrawn prior to the expiration of the Offer and subject to “odd lot” priority and conditional tender provisions of the Offer. This preliminary proration factor is subject to change based on, among other things, the number of tendered shares which satisfy the guaranteed delivery procedures. Stockholders who tendered their shares by delivering a notice of guaranteed delivery prior to the expiration of the Offer must...

threshold = 100...f a lesser number of shares are validly tendered, all shares that are validly tendered and not validly withdrawn. If more than 6,200,000 shares are tendered, all shares tendered at or below the Purchase Price will be purchased on a pro rata basis, except for “odd lots” (lots held by stockholders of fewer than 100 shares who tender all of their shares), which will be purchased on a priority basis, and conditional tenders whose condition was not met, which will not be purchased. We also expressly reserve the right to purchase additional shares constituting up to 2% of the outstanding shares of Common Stock without further notice and without extension of t...

threshold = 100...ering a notice of guaranteed delivery prior to the expiration of the Offer must deliver the related shares and required documents to the Depositary within three New York Stock Exchange trading days of their execution of the notice of guaranteed delivery. Stockholders who own fewer than 100 shares of Common Stock, or an “odd-lot”, and who have validly tendered all of their shares will not be subject to proration in accordance with the terms of the Offer. The number of shares the Company expects to purchase in the Offer represents approximately 13% of its common stock outstanding as of May 30, 2008, the last full trading day prior...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit 99.(a)(1)(A) OFFER TO PURCHASE FOR CASH by Sunstone Hotel Investors, Inc. of Up to 6,200,000 Shares of its Common Stock At a Per Share Purchase Price Not Less Than $18.65 nor Greater Than $21.15 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 5 dex99a1i.htm AMENDED LETTER TO BANKS, BROKERS, DEALERS Amended Letter to Banks, Brokers, Dealers Exhibit 99.(a)(1)(I) OFFER TO PURCHASE FOR CASH by Sunstone Hotel Investors, Inc. of Up to 6,200,000 Shares of its Common Stock At a Per Share Purchase Price Not Less Than $16.75 nor Greater Than $19.25 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME ON JUNE 27, 2008, UNLESS THE OFFER IS EXTENDED. June 16, 2008 To Banks, Bro...

txn_type = TENDER_OFFER...) 371-5947. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Sunstone common stock. The solicitation of offers to buy shares of the Common Stock is only made pursuant to the offer to purchase, the letter of transmittal and related documents that the Company filed with the Securities and Exchange Commission on June 2, June 16 and June 23, 2008. Stockholders should read those materials carefully because they contain important information, including the various terms of, and conditions to, the Offer. Stockholders may obtain the...

txn_type = TENDER_OFFER...m PRESS RELEASE Press Release Exhibit 99.(a)(5)(F) For Additional Information: Bryan Giglia Vice President – Corporate Finance Sunstone Hotel Investors, Inc. (949) 369-4236 SUNSTONE HOTEL INVESTORS, INC. ANNOUNCES FINAL RESULTS OF ITS MODIFIED “DUTCH AUCTION” TENDER OFFER San Clemente, CA – July 8, 2008 – Sunstone Hotel Investors, Inc. (NYSE: SHO) announced today the final results of its previously announced modified “Dutch Auction” tender offer (the “Offer”) to purchase up to 6,200,000 shares of its Common Stock, par value $0.01 per share (“Common Stock”), which expired at 12:00 midnight, New York City t...

accepted = 7374179...ercised its right to purchase up to an additional 2% of its outstanding Common Stock without amending or extending the Offer. In accordance with the terms and conditions of the Offer, the Company has accepted for purchase 7,374,179 shares, representing approximately 13% of its outstanding Common Stock, at a price of $17.50 per share, for a total cost of approximately $129 million (excluding fees and costs of the Offer). Based on the final tabulation by American Stock Transfer & Trust Company, the depositary for t...

expired_on = 2008-06-27...final results of its previously announced modified “Dutch Auction” tender offer (the “Offer”) to purchase up to 6,200,000 shares of its Common Stock, par value $0.01 per share (“Common Stock”), which expired at 12:00 midnight, New York City time, on June 27, 2008. The Company also announced it exercised its right to purchase up to an additional 2% of its outstanding Common Stock without amending or extending the Offer. In accordance with the terms and conditions of the Offer, the Company has accepted for purchase 7,374,179 shares, repres...

proration_pct = 95.67...Stock were validly tendered and not validly withdrawn, the Offer was oversubscribed. As a result, the Depositary has informed the Company that, after giving effect to the priority for “odd lots”, the final proration factor is approximately 95.67% of the shares properly tendered and not withdrawn at or below $17.50 per share. The Depository will promptly pay for the shares accepted for purchase and will promptly return all shares tendered and not accepted for purchase. After giving effect to the purchase of the shares, th...

tendered = 7707362...proximately $129 million (excluding fees and costs of the Offer). Based on the final tabulation by American Stock Transfer & Trust Company, the depositary for the Offer (the “Depositary”), a total of 7,707,362 shares were validly tendered and not validly withdrawn at or below a price of $17.50 per share. Because more than 7,374,179 shares of Common Stock were validly tendered and not validly withdrawn, the Offer was oversubscribed. As a result, the Depositary has informed the Company that, after giving effect to...