NEWTON, Mass.--Hospitality Properties Trust (NYSE: HPT) today
announced the pricing of $500 million of 3.80% Convertible Senior Notes
due 2027. HPT also granted the initial purchasers an option to purchase
up to an additional $75 million aggregate principal amount of notes to
cover overallotments, if any. Closing of the sale of the notes is
expected to occur on March 7, 2007. HPT expects to use the net proceeds
from the sale of the notes to repay a portion of the debt incurred to
fund its recently completed acquisition of TravelCenters of America,
Inc.
Prior to March 15, 2026, upon the occurrence of specified events, the
notes will be convertible at the option of the holder at an initial
conversion rate of 19.8018 common shares per $1,000 principal amount of
notes. The initial conversion price of $50.50 represents a 15.8% premium
to yesterday's closing price of HPT's common shares of $43.61. On or
after March 15, 2026, the notes will be convertible at any time prior to
the second business day prior to maturity at the option of the holder.
Upon conversion of notes by a holder, the holder will receive cash up to
the principal amount of such notes and, with respect to the remainder,
if any, of the conversion value in excess of such principal amount, cash
or HPT common shares. The initial conversion rate is subject to
adjustment in certain circumstances.
Prior to March 20, 2012, the notes will not be redeemable at HPT's
option, except to preserve HPT's status as a REIT. On or after March 20,
2012, HPT may redeem all or a portion of the notes at a redemption
price equal to the principal amount plus accrued and unpaid interest
(including additional interest), if any.
Note holders may require HPT to repurchase all or a portion of the
notes at a purchase price equal to the principal amount plus accrued and
unpaid interest (including additional interest), if any, on the notes
on March 20, 2012, March 15, 2017, and March 15, 2022, or upon the
occurrence of certain change in control transactions prior to March 20,
2012.
The notes will be sold to qualified institutional buyers by means of a
private offering memorandum in accordance with Rule 144A under the
Securities Act of 1933, as amended. The notes and the HPT common shares
that may be issuable upon conversion of the notes have not been
registered under the Securities Act of 1933, as amended, or any state
securities laws, and unless so registered, may not be offered or sold in
the United States except pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, and applicable
state laws.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
WARNINGS 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 REPRESENT
HPT'S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY MAY NOT OCCUR. FOR
EXAMPLE, THE FACT THAT THIS OFFERING HAS PRICED MAY IMPLY THAT THE
OFFERING WILL CLOSE. THE CLOSING IS SUBJECT TO CONDITIONS CUSTOMARY TO
TRANSACTIONS OF THIS TYPE AND MAY BE DELAYED OR MAY NOT OCCUR AT ALL. IN
ADDITION, THE FACT THAT THE INITIAL PURCHASERS HAVE AN OVER-ALLOTMENT
OPTION MAY IMPLY THAT THIS OPTION WILL BE EXERCISED. THE UNDERWRITERS
ARE NOT UNDER ANY OBLIGATION TO EXERCISE THIS OPTION, OR ANY PORTION OF
IT, AND MAY NOT DO SO. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON
ANY FORWARD LOOKING STATEMENTS.
Hospitality Properties Trust
Timothy A. Bonang
617-796-8149
Manager of Investor Relations
www.hptreit.com