Service Properties Trust Announces a Tender Offer for its $350,000,000 Outstanding 4.50% Senior Notes Due 2025
The following table sets forth certain terms of the Offer:
Title of
|
CUSIP/ISIN |
Outstanding
|
UST Reference
|
Bloomberg
|
Fixed
|
Early Tender
|
|
CUSIP:
|
|
|
FIT3 |
+35 bps |
|
(1) |
The applicable page on Bloomberg from which the Dealer Manager (as defined below) will quote the bid side price of the applicable |
|
(2) |
Per |
|
(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.,
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total consideration, or the Total Consideration, to be paid in the Offer for Notes that are validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed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
Tenders of Notes will be accepted only in principal amounts equal to
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
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
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 (
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
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
Source: Service Properties Trust