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Service Properties Trust Announces Pricing of Tender Offer for its $350,000,000 Outstanding 4.50% Senior Notes Due 2025

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Service Properties Trust (Nasdaq: SVC) has announced the pricing for its cash tender offer to purchase all of its outstanding $350 million 4.50% Senior Notes due 2025. The offer is detailed in an Offer to Purchase and Consent Solicitation Statement dated May 15, 2024. The total consideration is based on the yield to maturity of the applicable U.S. Treasury Security plus a fixed spread of 35 basis points. The total consideration per $1,000 principal amount is $991.33. The deadline to withdraw tenders has passed, and the settlement date is expected to be June 3, 2024. Citigroup Global Markets Inc. is acting as the dealer manager.

Positive
  • Service Properties Trust has announced a cash tender offer for its $350 million 4.50% Senior Notes due 2025, indicating proactive debt management.
  • The total consideration for the Notes includes an early tender payment of $50 per $1,000 principal amount, incentivizing early participation.
  • Payments for tendered Notes will include accrued and unpaid interest up to the settlement date, ensuring fair compensation for noteholders.
Negative
  • The total consideration per $1,000 principal amount is $991.33, which is below the face value, potentially leading to losses for noteholders.
  • The deadline to withdraw tenders has passed, limiting flexibility for investors who may have changed their minds.
  • The offer's success depends on all conditions being met by the expected settlement date of June 3, 2024, adding an element of uncertainty.

The announcement by Service Properties Trust (SVC) regarding the pricing of its cash tender offer for its $350 million 4.50% Senior Notes due 2025 is noteworthy for investors. This type of financial maneuver can have several implications for the company's balance sheet and liquidity.

Background: A tender offer is a bid by a company to purchase some or all of its outstanding securities. Typically, these are done to reduce debt, return capital to shareholders, or as a way to restructure the balance sheet. The total consideration for these notes is based on the yield to maturity of the relevant U.S. Treasury security plus a fixed spread, resulting in a total consideration of $991.33 per $1,000 principal amount.

This move can be interpreted as a strategic decision by SVC to manage its debt profile. By repurchasing these notes, SVC might aim to reduce interest expenses over the next year. The early tender payment of $50 per $1,000 principal amount acts as an incentive for note holders to participate in the tender offer.

Short-term impact: This offers potential liquidity management benefits, as reducing debt can free up cash flow for other operational needs or investments. It may also be viewed positively by credit rating agencies, possibly leading to better credit terms in the future.

Long-term perspective: The repurchase reduces the company's outstanding debt, which could strengthen its financial health over time. However, it is important to monitor how this impacts future financing activities and whether the company can maintain its operational performance without the capital being used for the tender offer.

In essence, while this is generally positive news for stakeholders, particularly in increasing shareholder value and reducing interest obligations, investors should stay vigilant about the company’s overall liquidity and capital allocation strategies moving forward.

This financial maneuver by Service Properties Trust (SVC) has noteworthy implications for market sentiment and investor perceptions. Tender offers can often lead to increased confidence among investors, as they reflect a company's proactive approach in managing its financial obligations.

Market sentiment: The repurchase of $350 million worth of 4.50% Senior Notes due in 2025 suggests that SVC is taking steps to optimize its debt profile. The fixed spread of 35 basis points over the U.S. Treasury yield indicates a relatively low premium, which can be interpreted positively by the market, showcasing SVC's ability to negotiate favorable terms.

Investor perceptions: From an investor's standpoint, the act of buying back debt may be seen as a signal of financial stability and confidence in future cash flows. The early tender payment is a typical strategy to ensure participation and can be perceived as a goodwill gesture, further enhancing investor relations.

Long-term market positioning: By reducing liabilities, SVC may position itself more favorably against peers in the Real Estate Investment Trust (REIT) sector. Such strategic moves can lead to better competitive positioning, potentially attracting more investors and boosting stock prices.

While the immediate financial impact is positive, investors should also consider the broader economic conditions and the company's operational performance post-repurchase. Enhanced market perception can drive stock prices in the short term, but sustained growth will depend on SVC’s ability to leverage this strategic initiative effectively.

NEWTON, Mass.--(BUSINESS WIRE)-- Service Properties Trust (Nasdaq: SVC) today announced the pricing 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. The terms and conditions of the Offer are described in an Offer to Purchase and Consent Solicitation Statement, dated May 15, 2024.

The total consideration, or the Total Consideration, for the Notes is based on the yield to maturity of the applicable U.S. Treasury Security, or the Reference Yield, plus a fixed spread, as set forth in the table below. The Reference Yield (as determined pursuant to the Offer to Purchase and Consent Solicitation Statement) was determined at 10:00 a.m., New York City time, today, May 30, 2024, by the dealer manager identified below. The following table sets forth certain information regarding the Offer, including the Reference Yield and the Total Consideration:

Title of
Notes

CUSIP/ISIN

Reference U.S. Treasury
Security

Reference
Yield

Fixed
Spread (bps)

Total
Consideration
(per $1,000)

4.50% Senior Notes due 2025

CUSIP:
44106M AT9

ISIN:
US44106MAT99

1.750% UST due 3/15/2025

5.287%

+35 bps

$991.33

The deadline to validly withdraw tenders has passed. Accordingly, the Notes that were validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on May 29, 2024, may not be withdrawn, except in limited circumstances where additional withdrawal rights are required by law.

The Total Consideration payable by SVC for the Notes, or the Total Consideration, was determined in the manner described in the Offer to Purchase and Consent Solicitation Statement and is equal to a price per $1,000 principal amount intended to result in a yield to maturity equal to the yield to maturity of the applicable U.S. Treasury reference securities specified in the table above, as determined at 10:00 a.m., New York City time, on May 30, 2024, plus the applicable fixed spread specified in the table above. The Total Consideration also includes an early tender payment of $50 per $1,000 principal amount of Notes accepted for purchase.

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, subject to all conditions to the Offer having been either satisfied or waived by SVC.

Citigroup Global Markets Inc. is acting as dealer manager for the Offer. The depositary and information agent for the 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 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. 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.‎

Stephen Colbert, Director, Investor Relations

(617) 796-8232

Source: Service Properties Trust

FAQ

What is the total consideration for the SVC 4.50% Senior Notes due 2025?

The total consideration is $991.33 per $1,000 principal amount.

When is the settlement date for the SVC tender offer?

The settlement date is expected to be June 3, 2024.

Who is the dealer manager for the SVC tender offer?

Citigroup Global Markets Inc. is the dealer manager for the offer.

What is the fixed spread for the SVC tender offer?

The fixed spread is 35 basis points.

Can I withdraw my tendered SVC notes after May 29, 2024?

No, the deadline to withdraw tenders has passed, except in circumstances where additional withdrawal rights are required by law.

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