Exhibit (a)(1)(F)
OFFER TO PURCHASE FOR CASH BY
HIGHLANDS REIT, INC.
OF
UP TO 125,000,000 SHARES OF ITS OUTSTANDING COMMON STOCK
AT A PURCHASE PRICE OF $0.20 PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 29, 2026, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
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September 1, 2026
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Highlands REIT, Inc., a Maryland corporation (the “Company”) is offering to purchase for cash up to 125,000,000 shares of common stock, par value $0.01 per share (the “Shares” or “Common Stock”), at a price equal to $0.20 per Share (the “Purchase Price”), net to the seller in cash, less any applicable withholding taxes and without interest, on the terms and subject to the conditions described in the Offer to Purchase, dated September 1, 2026 (the “Offer to Purchase”), and the related Letter of Transmittal and the related Important Instructions and Information (which, together with any amendments and supplements thereto, we collectively refer to as the “Offer Documents” and which collectively constitute the “Offer”). Please furnish copies of the Offer Documents to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL AND THE RELATED IMPORTANT INSTRUCTIONS AND INFORMATION CONTAIN IMPORTANT INFORMATION AND SHOULD BE CAREFULLY READ IN THEIR ENTIRETY BEFORE A DECISION IS MADE WITH RESPECT TO THE OFFER. YOUR CLIENTS MAY TENDER ALL OR A PORTION OF THEIR SHARES OF COMMON STOCK. YOUR CLIENTS ALSO MAY CHOOSE NOT TO TENDER ANY OF THEIR SHARES.
As promptly as practicable after the Expiration Date, assuming the conditions to the Offer have been satisfied or waived, the Company will pay, subject to “odd lot” priority and proration, for the Shares properly tendered in the Offer and not properly withdrawn, and accepted for payment at price per Share equal to the Purchase Price. The Company will not accept Shares subject to conditional tenders, such as acceptance of all or none of the Shares tendered by any tendering stockholder. Other than with respect to Stockholders holding fractional Shares who elect to tender all of their Shares, we are not offering to purchase, and will not accept, any fractional Shares in the Offer.
Because of the “odd lot” priority and proration provisions described in the Offer to Purchase, it is possible that not all the Shares tendered will be purchased if more than 125,000,000 Shares are properly tendered and not properly withdrawn. Only Shares tendered and not properly withdrawn will be eligible to be purchased. Shares tendered but not purchased pursuant to the Offer will be returned promptly following the Expiration Date.
Upon the terms and subject to the conditions of the Offer, if more than 125,000,000 Shares are properly tendered and not properly withdrawn prior to the Expiration Date, the Company will purchase the Shares: first, from all holders of “odd lots” of fewer than 100 Shares who properly tender all their Shares and do not properly withdraw them prior to the Expiration Date and second, from all other stockholders who properly tender Shares and do not properly withdraw them prior to the Expiration Date, on a pro rata basis, with appropriate adjustments to avoid the purchase of fractional Shares, until the Company has purchased all 125,000,000 Shares. See Section 1 — Price; Number of Shares; Expiration Date; Proration, Section 2 — Procedures for Tendering Shares and Section 4 — Withdrawal Rights of the Offer to Purchase.
The conditions of the Offer are described in Section 6 — Conditions of the Offer of the Offer to Purchase.