Service Properties Trust (Nasdaq: SVC) today announced that it
has commenced a cash tender offer, or the Offer, to purchase any
and all of its outstanding $350,000,000 aggregate principal amount
of 4.50% Senior Notes due 2025 (CUSIP No. 44106MAT9), or the Notes,
and a related consent solicitation for certain proposed amendments
to the indenture governing the Notes, or the Indenture, as
described below.
The following table sets forth certain terms of the Offer:
Title of Notes
CUSIP/ISIN
Outstanding Principal
Amount
UST Reference Security
Bloomberg Reference
Page(1)
Fixed Spread (bps)
Early Tender
Payment(2)(3)
4.50% Senior Notes due 2025
CUSIP: 44106M AT9 ISIN:
US44106MAT99
$350,000,000
1.750% UST due 3/15/2025
FIT3
+35 bps
$50.00
(1)
The applicable page on Bloomberg from
which the Dealer Manager (as defined below) will quote the bid side
price of the applicable U.S. Treasury security. In the table above
“UST” denotes a U.S. Treasury security.
(2)
Per $1,000 principal amount of Notes
tendered and accepted for purchase.
(3)
Included in the Total Consideration for
Notes tendered and accepted for purchase on or prior to the Early
Tender Deadline.
The Offer is being made upon, and is subject to, the terms and
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated May 15, 2024, or the Offer to
Purchase. The Offer will expire at 5:00 p.m., New York City time,
on June 13, 2024, unless extended by SVC, or the Expiration Date,
or earlier terminated. Tenders of Notes may be withdrawn at any
time at or prior to 5:00 p.m., New York City time, on May 29, 2024,
which is also the Early Tender Deadline, but may not be withdrawn
thereafter except in certain limited circumstances as described in
the Offer to Purchase.
The total consideration, or the Total Consideration, to be paid
in the Offer for Notes that are validly tendered and not withdrawn
at or prior to the Early Tender Deadline and accepted for purchase
will be determined in the manner described in the Offer to Purchase
by reference to a fixed spread over the yield to maturity of the
U.S. Treasury reference security specified in the table above and
in the Offer to Purchase and will include an early tender payment
of $50 per $1,000 principal amount of Notes accepted for purchase,
or the Early Tender Payment. Holders of Notes who validly tender
their Notes following the Early Tender Deadline and prior to the
Expiration Date will only receive the applicable “Tender Offer
Consideration” per $1,000 principal amount of any such Notes
tendered by such holders that are accepted for purchase, which is
equal to the Total Consideration minus the Early Tender Payment.
The Total Consideration will be determined at 10:00 a.m., New York
City time, on May 30, 2024 unless extended by SVC, or the Pricing
Date.
Tenders of Notes will be accepted only in principal amounts
equal to $1,000 or integral multiples of $1,000 in excess thereof.
Holders who tender less than all of their Notes must continue to
hold Notes of such series in the minimum authorized denomination of
$1,000 principal amount or an integral multiple of $1,000 in excess
thereof.
Payments for Notes purchased will include accrued and unpaid
interest from and including the most recent interest payment date
for the Notes up to, but not including, the applicable settlement
date. The settlement date for Notes that are validly tendered prior
to the Early Tender Deadline, or the Early Settlement Date, is
expected to be June 3, 2024, subject to all conditions to the Offer
having been either satisfied or waived by SVC. The settlement date
for the Notes that are tendered following the Early Tender Deadline
but prior to the Expiration Date is expected to be June 17, 2024,
or the Final Settlement Date, subject to all conditions to the
Offer having been either satisfied or waived by SVC.
In connection with the Offer, SVC is soliciting consents from
holders of Notes to proposed amendments to the Indenture which
would allow SVC to deposit U.S. government securities with the
trustee for the Notes in order to effect the Satisfaction and
Discharge (as defined below) of the Indenture as it relates to the
Notes.
SVC’s obligation to consummate the Offer is subject to the
satisfaction or waiver of certain conditions, which are more fully
described in the Offer to Purchase, including, among others, SVC’s
completion of a new issuance of one or more series of senior
guaranteed unsecured notes, or the New Notes Offerings, registered
under the Securities Act of 1933, as amended, which generates net
proceeds in an amount sufficient to effect (i) the repurchase of
Notes validly tendered and accepted for purchase pursuant to the
Offer, and (ii) deposit into a trust account an amount of cash and
U.S. Treasury securities sufficient to pay all remaining amounts
due on the Notes in order to discharge the Indenture in accordance
with its terms and conditions with respect to any Notes that remain
outstanding after the settlement of SVC’s purchase of Notes
pursuant to the Offer on the Early Settlement Date, if applicable,
or the Satisfaction and Discharge. SVC currently expects that,
following the consummation of the New Notes Offerings, it will
effect the Satisfaction and Discharge with respect to any Notes not
purchased in the Offer on the Early Settlement Date. However, SVC
is not obligated to undertake the Satisfaction and Discharge on the
timeline anticipated, or at all.
No assurance can be given that the New Notes Offerings will be
completed. The New Notes Offerings are not conditioned upon the
consummation of the Offer. In no event will the information
contained in this press release regarding the New Notes Offerings
constitute an offer to sell or a solicitation of an offer to buy
any securities in the New Notes Offerings.
Citigroup Global Markets Inc. is acting as dealer manager for
the Offer. The tender agent and information agent for the tender
offer is Global Bondholder Services Corporation. Questions
regarding the tender offer may be directed to Citigroup Global
Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (U.S.
toll-free). Holders who would like additional copies of the offer
documents may call the information agent, Global Bondholder
Services Corporation at (212) 430-3774 (collect, for banks or
brokers) or (855) 654-2014 (toll-free, for all others) or by e-mail
at contact@gbsc-usa.com.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the Notes. The Offer is being made solely by means of the Offer to
Purchase that SVC is distributing to holders of the Notes.
About Service Properties Trust
SVC is a real estate investment trust with over $11 billion
invested in two asset categories: hotels and service focused retail
net lease properties. As of March 31, 2024, SVC owned 220 hotels
with over 37,000 guest rooms throughout the United States and in
Puerto Rico and Canada, the majority of which are extended stay and
select service. As of March 31, 2024, SVC also owned 749
service-focused retail net lease properties with over 13.3 million
square feet throughout the United States. SVC is managed by The RMR
Group (Nasdaq: RMR), a leading U.S. alternative asset management
company with over $41 billion in assets under management as of
March 31, 2024, and more than 35 years of institutional experience
in buying, selling, financing and operating commercial real estate.
SVC is headquartered in Newton, MA. For more information, visit
www.svcreit.com.
WARNING CONCERNING
FORWARD-LOOKING STATEMENTS
This press release contains statements, including statements
about the Offer, the New Notes Offerings and the Satisfaction and
Discharge, that constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other securities laws. Also, whenever SVC uses words such as
“believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”,
“will”, “may” and negatives or derivatives of these or similar
expressions, SVC is making forward-looking statements. These
forward-looking statements are based upon SVC’s present intent,
beliefs or expectations, but forward-looking statements are not
guaranteed to occur and may not occur. SVC’s current intent is to
use a portion of the proceeds from the New Notes Offerings to
finance the Offer; however, the consummation of the New Notes
Offerings will depend on market conditions and other factors, and
the New Notes Offerings may be delayed or may not be completed. SVC
also currently intends to effect the Satisfaction and Discharge of
any Notes not purchased by us in the Offer on the Early Settlement
Date; however, SVC may determine not to effect the Satisfaction and
Discharge or it may be delayed. Actual results may differ
materially from those contained in or implied by SVC’s
forward-looking statements. Forward-looking statements involve
known and unknown risks, uncertainties and other factors, some of
which are beyond SVC’s control.
The information contained in SVC’s filings with the SEC,
including under the caption “Risk Factors” in SVC’s periodic
reports, or incorporated therein, identifies other important
factors that could cause differences from SVC’s forward-looking
statements. SVC’s filings with the SEC are available on the SEC’s
website at www.sec.gov.
You should not place undue reliance upon forward-looking
statements.
Except as required by law, SVC does not intend to update or
change any forward-looking statements as a result of new
information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240515387257/en/
Stephen Colbert, Director, Investor Relations (617) 796-8232
Service Properties (NASDAQ:SVC)
過去 株価チャート
から 12 2024 まで 1 2025
Service Properties (NASDAQ:SVC)
過去 株価チャート
から 1 2024 まで 1 2025
