Service Properties Trust Announces Early Results of and Waiver of Closing Condition for its Tender Offer for up to $350,000,000 of its Outstanding 4.25% Senior Notes Due 2021

NEWTON, Mass.--()--Service Properties Trust (Nasdaq: SVC), or SVC, a Maryland real estate investment trust, or REIT, previously announced that it commenced a cash tender offer, or the Offer, to purchase up to $350,000,000, or the Tender Cap, of its outstanding $400,000,000 aggregate principal amount of 4.25% Senior Notes due 2021 (CUSIP No. 44106M AU6), or the Notes. The terms and conditions of the Offer are described in the Offer to Purchase, dated June 2, 2020, or the Offer to Purchase, as amended by the press release, dated June 3, 2020, as further amended by this press release.

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information regarding the Offer, including the aggregate principal amount of Notes that were validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on June 15, 2020, or the Early Tender Deadline, and the aggregate principal amount of Notes to be accepted for purchase by SVC:

Title of Security

CUSIP
Number

Principal Amount
Outstanding

Tender Cap
(Principal
Amount)

Notes Tendered
(Principal Amount)

 

Notes Accepted
(Principal Amount)

4.25% Senior Notes due 2021

44106M
AU6

$400,000,000

$350,000,000

$372,608,000

$350,000,000(1)

(1) Reflects the proration of 93.96% determined in the manner set forth in the Offer to Purchase.

Since Notes were tendered in the Offer in an amount in excess of the Tender Cap, SVC will accept the tendered Notes subject to proration. Furthermore, since the Offer was fully subscribed as of the Early Tender Deadline, Holders who validly tender Notes following the Early Tender Deadline will not have any of their Notes accepted for purchase. SVC expects to make payment for such Notes on June 17, 2020, or the Early Settlement Date, subject to all conditions to the Offer having been either satisfied or waived by SVC.

The deadline to validly withdraw tenders has passed. Accordingly, the Notes that were already tendered at the Early Tender Deadline may not be withdrawn, except in limited circumstances where additional withdrawal rights are required by law.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total consideration, or the Total Consideration, to be paid in the Offer for Notes that are validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be determined in the manner described in the Offer to Purchase and will include an early tender premium of $50 per $1,000 principal amount of the Notes accepted for purchase, or the Early Tender Premium. The Total Consideration will be determined at 10:00 a.m., New York City time, on June 16, 2020 unless extended by SVC.

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 Early Settlement Date.

SVC previously announced that its 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 senior notes, or the New Notes Offering, in a registered offering under the Securities Act of 1933, as amended, in an aggregate principal amount of at least $550 million (which amount may be decreased or increased depending on, among other things, market demand), to be issued by SVC and guaranteed by certain of SVC’s subsidiaries, or the New Notes Offering Condition. SVC has waived the New Notes Offering Condition as a condition to consummating the Offer. Except for the waiver of the New Notes Offering Condition as stated herein, all other terms and conditions of the Offer remain the same. In no event will the information contained in this press release regarding the New Notes Offering constitute an offer to sell or a solicitation of an offer to buy any securities in the New Notes Offering.

BofA Securities, and Wells Fargo Securities are acting as dealer managers 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 BofA Securities at (980) 387-3907 (collect) or (888) 292-0070 (U.S. toll-free) or Wells Fargo Securities at (704) 410-4759 (collect) or (866) 309-6316 (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 (866) 470-3700 (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 tender offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal that SVC has distributed to holders of Notes.

About Service Properties Trust

Service Properties Trust is a REIT which owns a diverse portfolio of hotels and net lease service and necessity-based retail properties across the United States and in Puerto Rico and Canada with 148 distinct brands across 23 industries. SVC’s properties are primarily operated under long-term management or lease agreements. SVC is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), or RMR Inc., an alternative asset management company that is headquartered in Newton, Massachusetts.

Warning Concerning Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. 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. 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. For example, SVC expects the Early Settlement Date to be June 17, 2020. In fact, SVC’s purchase of the Notes is subject to various conditions. If these conditions are not satisfied, the Early Settlement Date and the Offer may be delayed or may not be completed.

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.

Contacts

Kristin Brown, Director, Investor Relations
(617) 796-8232

Contacts

Kristin Brown, Director, Investor Relations
(617) 796-8232