Service Properties Trust (Nasdaq: SVC) today announced the early
tender results as of 5:00 p.m. Eastern Time on May 29, 2024, of its
previously announced 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, or the Consent
Solicitation, for certain proposed amendments to the indenture
governing the Notes, or the Indenture, as described below. The
terms and conditions of the Offer and the Consent Solicitation are
described in an Offer to Purchase and Consent Solicitation
Statement, dated May 15, 2024.
The following table sets forth certain information regarding the
Offer, including the aggregate principal amount of Notes that were
validly tendered and not withdrawn at or prior to 5:00 p.m., New
York City time, on May 29, 2024, or the Early Tender Deadline, and
the aggregate principal amount of Notes to be accepted for purchase
by SVC:
Title of
Notes
CUSIP/ISIN
Outstanding Principal
Amount
Notes Tendered and Accepted
(Principal Amount)
4.50% Senior Notes due 2025
CUSIP:
44106M AT9
ISIN:
US44106MAT99
$350,000,000
$271,962,000
The deadline to validly withdraw tenders has passed.
Accordingly, the Notes that were validly tendered and not withdrawn
at or prior to the Early Tender Deadline may not be withdrawn,
except in limited circumstances where additional withdrawal rights
are required by law.
As previously announced, the total consideration, or the Total
Consideration, to be paid in the Offer for Notes that were validly
tendered and not validly withdrawn on or prior to the Early Tender
Deadline and accepted for purchase will be determined in the manner
described in the Offer to Purchase and Consent Solicitation
Statement by reference to a fixed spread over the yield to maturity
of the U.S. Treasury reference security specified in the Offer to
Purchase and Consent Solicitation Statement and will include an
early tender payment of $50 per $1,000 principal amount of Notes
accepted for purchase. The Total Consideration will be determined
at 10:00 a.m., New York City time, on May 30, 2024.
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 tendered Notes will include accrued and unpaid
interest from and including the most recent interest payment date
for the Notes up to, but not including, the settlement date, which
is expected to be June 3, 2024, or the Early Settlement Date,
subject to all conditions to the Offer having been either satisfied
or waived by SVC.
In connection with the Offer, SVC solicited consents from
holders of Notes to proposed amendments to the Indenture which
allow SVC to deposit cash and/or U.S. government securities with
the trustee for the Notes in order to effect satisfaction and
discharge of the Indenture as it relates to the Notes, or the
Satisfaction and Discharge. SVC has received the requisite consents
for these amendments, and currently expects to effect the
Satisfaction and Discharge with respect to any Notes not purchased
in the Offer on the Early Settlement Date on or shortly following
the Early Settlement Date. However, SVC is not obligated to
undertake the Satisfaction and Discharge on the anticipated
timeline, or at all.
Citigroup Global Markets Inc. is acting as dealer manager for
the Offer and the solicitation agent for the Consent Solicitation.
The depositary and information agent for the Offer and the Consent
Solicitation 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 and Consent Solicitation Statement that SVC has
distributed 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 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 currently intends to effect the Satisfaction and
Discharge of any Notes not purchased 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240529703608/en/
Stephen Colbert, Director, Investor Relations (617) 796-8232
Service Properties (NASDAQ:SVC)
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