HMT Host Marriott Cp

Host Marriott Corporation Announces Tender Offer for 8 3/8% Series E Senior Notes Due 2006 BETHESDA, Md., March 3 /PRNewswire-FirstCall/ -- Host Marriott Corporation (NYSE:HMT) announced today that Host Marriott, L.P., for whom the Company acts as sole general partner, has commenced an offer to purchase for cash any and all of its outstanding 8 3/8% Series E Senior Notes due 2006 (the "Notes"). The aggregate principal amount of the Notes outstanding is $300 million. Host Marriott, L.P. is also soliciting consents from the holders of the Notes to approve certain proposed amendments to the Notes Indenture dated as of August 5, 1998, as amended, under which the Notes were issued. The proposed amendments eliminate substantially all of the restrictive covenants, modify the events of default and modify certain delivery obligations in the event of defeasance for the Notes. (Logo: http://www.newscom.com/cgi-bin/prnh/20040324/HOSTMARRIOTTLOGO ) Holders who validly tender Notes and deliver consents prior to 5:00 p.m., New York City time, on March 16, 2005, unless extended (the "Consent Payment Deadline"), will be eligible to receive the Total Consideration (which includes a consent payment of $30 per $1,000 principal amount of Notes tendered). Payment in such case will be made promptly after the Host Marriott, L.P. accepts the Notes tendered prior to the Consent Payment Deadline. Holders who validly tender Notes after the Consent Payment Deadline but prior to 12:01am, New York City time, on March 31, 2005, unless extended (the "Expiration Date"), will be eligible to receive the Tender Offer Consideration, which is equal to the Total Consideration less the consent payment. Payment in such case will be made promptly after the Expiration Date. Tendered Notes may be withdrawn and related consents may be revoked at any time prior to the Consent Payment Deadline. The Total Consideration will be the greater of i) a purchase price determined by reference to a fixed spread of 50 basis points or 0.5% over the yield to maturity based on the bid side price of the U.S. Treasury 1.875% Bond due January 31, 2006 (the "Reference Treasury Yield") as measured at 2:00 P.M., New York City time, two days prior to the Consent Payment Deadline, or ii) $1,020 per $1,000 principal amount of Notes tendered, plus accrued and unpaid interest up to the applicable settlement date. Assuming a settlement date of March 17, 2005 and the Reference Treasury Yield as of 5pm New York City Time on March 2, 2005, the Total Consideration would be $1,041.54 per $1,000 principal amount of Notes tendered, which includes the $30 consent payment. The tender offer and consent solicitation are being made in accordance with, and subject to, the terms stated in the Offer to Purchase and Consent Solicitation Statement dated March 3, 2005, and related documents (the "Offer Materials"), which include information regarding the pricing, tender and delivery procedures and conditions of the tender offer and consent solicitation. Copies of these documents can be obtained by contacting D.F. King & Co., Inc., the information agent at (800) 431-9643. Goldman, Sachs & Co. is the exclusive dealer manager. Additional information concerning the terms and conditions of the tender offer and consent solicitation may be obtained by contacting Goldman, Sachs & Co., toll-free at (888) 828-3182 or collect at (212) 357-8664. This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to the Notes. The tender offer and consent solicitation are being made solely pursuant to the Offer Materials. http://www.newscom.com/cgi-bin/prnh/20040324/HOSTMARRIOTTLOGO http://photoarchive.ap.org/ DATASOURCE: Host Marriott Corporation CONTACT: Gregory J. Larson, Senior Vice President of Host Marriott Corporation, +1-240-744-5120 Web site: http://www.hostmarriott.com/

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