NEWTON, Mass.--Hospitality Properties Trust (NYSE: HPT) today
announced that the record date for its planned spin off of TravelCenters
of America LLC ("TA") will be the close of business on Friday, January
26, 2007. Shareholders of HPT will receive one (1) share of TA for every
ten (10) shares of HPT owned on this record date. Fractional shares
will be issued if necessary.
HPT also announced that the closing of the spin off and the
distribution of TA shares is now expected to occur on or about January
31, 2007.
TA has filed an application to list its shares on the American Stock
Exchange, or AMEX, under the symbol "TA", but that listing has not yet
been approved. A "when issued" market may develop on the AMEX after the
HPT record date and before the distribution date; however, neither HPT
nor TA can provide any assurance that such a market will develop or at
what price the TA shares will trade.
The New York Stock Exchange, or NYSE, has advised HPT that HPT shares
will begin to trade "ex-dividend" for the TA spin off distribution
after the distribution occurs.
TA has filed a preliminary prospectus and registration statement with
the Securities and Exchange Commission, or SEC, registering the spin
off, but it has not yet been declared effective. If this registration
statement has not been declared effective before the record date set
forth above, the record date will be postponed. TA securities may not be
sold, nor may offers to buy TA securities be accepted, prior to the
time this registration statement becomes effective. This press release
shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of TA securities, in any state in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such state.
Copies of the preliminary prospectus which has been filed with the SEC
and of the final prospectus relating to the TA shares when and if the
registration statement is declared effective are and will be available
at the SEC website at www.sec.gov.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE
FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
HPT'S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY MAY NOT OCCUR. FOR
EXAMPLE:
- THIS PRESS RELEASE STATES THAT SHAREHOLDERS OF RECORD ON JANUARY
26, 2007 WILL BE ENTITLED TO RECEIVE A DISTRIBUTION OF TA SHARES.
- THIS PRESS RELEASE STATES THAT THE DISTRIBUTION OF TA SHARES IS EXPECTED TO OCCUR ON OR ABOUT JANUARY 31, 2007.
- THIS PRESS RELEASE STATES THAT AN APPLICATION TO LIST TA SHARES
ON THE AMEX HAS BEEN FILED AND IMPLIES THAT THIS APPLICATION MAY BE
GRANTED.
- THIS PRESS RELEASE IMPLIES THAT A "WHEN ISSUED" MARKET MAY DEVELOP FOR TA SHARES ON OR AFTER JANUARY 26, 2007.
- THIS PRESS RELEASE STATES THAT HPT SHARES WILL BEGIN TO TRADE
"EX DIVIDEND" WHEN THE DISTRIBUTION OF TA SHARES OCCURS AND IMPLIES THAT
THIS WILL OCCUR ON OR ABOUT JANUARY 31, 2007.
NONE OF THESE EVENTS MAY OCCUR UNLESS AND UNTIL THE REGISTRATION
STATEMENT FOR TA SHARES IS DECLARED EFFECTIVE BY THE SEC. HPT DOES NOT
CONTROL IF OR WHEN THIS SEC ACTION WILL OCCUR. THE SPIN OFF TRANSACTION
DESCRIBED IN THIS PRESS RELEASE MAY BE DELAYED OR IT MAY NOT OCCUR.
INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING
STATEMENTS.
A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the New York Stock Exchange.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.
Hospitality Properties Trust
Timothy A. Bonang
617-796-8149
Manager of Investor Relations
www.hptreit.com