NEWTON, Mass.--(BUSINESS WIRE)--
Hospitality Properties Trust (Nasdaq: HPT) announced today that it is
notifying holders of the approximately $8.5 million outstanding 3.80%
Convertible Senior Notes due 2027 (CUSIP Numbers: 44106MAK8 and
44106MAJ1) (the “Notes”) that they have the right to surrender their
Notes for repurchase by HPT for cash pursuant to their option (the “Put
Option”) under the Indenture, dated as of February 25, 1998, as
supplemented by Supplemental Indenture No. 10, dated as of March 7,
2007. The Put Option entitles each holder of the Notes to require HPT to
repurchase all or any part of such holder’s Notes on March 15, 2017 (the
“Repurchase Date”) at a purchase price (the “Repurchase Price”) equal to
100% of the principal amount of the Notes, plus accrued and unpaid
interest thereon up to, but excluding, the Repurchase Date.
The opportunity to exercise the Put Option commences February 13, 2017
at 9:00 a.m., New York City time, and expires at 12:00 midnight, New
York City time, at the end of March 10, 2017, which is the third
business day immediately preceding the Repurchase Date. In order to
exercise the Put Option and receive the Repurchase Price, or withdraw
Notes previously surrendered, a holder must follow the procedures set
forth in the Issuer Repurchase Notice given by HPT today. HPT will
accept for payment all validly surrendered Notes promptly upon
expiration of the Put Option. On or before 10:00 a.m., New York City
time, on the Repurchase Date, HPT will deposit with the Paying Agent for
the Notes the appropriate amount of cash required to pay the Repurchase
Price of all validly surrendered Notes, to be paid to the holders of
record of the Notes. Unless HPT defaults in repurchasing Notes validly
surrendered pursuant to the Put Option and not withdrawn, interest on
those Notes will cease to accrue on the Repurchase Date. Notes in
respect of which the Put Option is exercised will not be convertible in
accordance with their terms, if otherwise convertible, unless surrender
of those Notes is validly withdrawn.
U.S. Bank National Association is the Trustee and Paying Agent with
respect to the Notes. Its address is:
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Registered and certified mail or overnight courier:
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By telephone:
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U.S. Bank National Association
Corporate Trust Services
60
Livingston Avenue
St. Paul, Minnesota 55107
Attention:
Customer Service
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(800) 934-6802
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At HPT ’s request, the Trustee is delivering an Issuer Repurchase Notice
relating to the Put Option to all registered holders of the Notes. In
addition, HPT will file the Issuer Repurchase Notice with a Tender Offer
Statement on Schedule TO with the Securities and Exchange Commission
(“SEC”) today. Holders of Notes and other interested parties are urged
to read the Issuer Repurchase Notice and other relevant documents filed
with the SEC when they become available because they will contain
important information about HPT and the repurchase. Materials filed with
the SEC are available without charge at the SEC’s website, www.sec.gov.
Documents filed with the SEC may also be obtained without charge at
HPT’s website, www.hptreit.com.
Copies of the Issuer Repurchase Notice and additional information
relating to the procedure for the surrender of the Notes may also be
obtained from U.S. Bank National Association by calling (800) 934-6802.
The Trustee has informed HPT that, as of this date, all custodians and
beneficial holders of the Notes hold the Notes through The Depository
Trust Company (“DTC”) accounts and that there are no certificated Notes
in non-global form. Accordingly, all Notes surrendered for repurchase
must be delivered through the transmittal procedures of DTC’s Automated
Tender Offer Program, subject to the terms and conditions of that
system. To exercise the Put Option and receive payment of the Repurchase
Price, custodians and beneficial holders of the Notes must validly and
timely deliver their Notes through DTC’s transmittal procedures and
should not submit a physical repurchase notice to HPT, the Trustee or
the Paying Agent. Notes delivered through DTC’s transmittal procedures
for repurchase may be withdrawn only by complying with the withdrawal
procedure of DTC.
This press release is for information only and is not an offer to
purchase, a solicitation of an offer to purchase, or a solicitation of
an offer to sell securities of HPT. The offer to repurchase the Notes
will be only pursuant to, and the Notes may be surrendered only in
accordance with, the Issuer Repurchase Notice dated February 10, 2017
and related materials.
None of HPT, its Board of Trustees or its officers is making any
representation or recommendation to any holder as to whether or not to
exercise the Put Option.
{B2116429; 2}A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the Nasdaq.
No
shareholder, Trustee or officer is personally liable for any act or
obligation of the Trust.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170210005500/en/
Source: Hospitality Properties Trust