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information regarding the Offer, including the aggregate principal amount of Notes that were validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on May 29, 2024, or the Early Tender Deadline, and the aggregate principal amount of Notes to be accepted for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 Accordingly, the Notes that were validly tendered and not withdrawn at or prior to the Early Tender Deadline may not be withdrawn, except in limited circumstances where additional withdrawal rights are required by law.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consideration, or the Total Consideration, to be paid in the Offer for Notes that were validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase will be determined in the manner described in the Offer to Purchase and Consent Solicitation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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Contacts
Stephen Colbert, Director, Investor Relations
(617) 796-8232
