NEWTON, Mass., Mar 15, 2010 (BUSINESS WIRE) -- Hospitality Properties Trust (NYSE: HPT) today announced that it has
commenced a cash tender offer for any and all of the approximately $265
million outstanding principal amount of its 3.80% Convertible Senior
Notes due 2027 (the "Notes").
HPT is offering to purchase the Notes at par, or $1,000 per $1,000
principal amount, plus any accrued and unpaid interest up to, but not
including, the date on which payment is made for the Notes that are
purchased pursuant to the Tender Offer. The Tender Offer will expire at
midnight, New York City time, on April 9, 2010 (the "Expiration Date")
unless extended. Any Notes purchased pursuant to the Tender Offer will
be cancelled, and those Notes will cease to be outstanding. HPT intends
to fund the purchases with cash on hand and drawings on its revolving
credit facility.
The Tender Offer is subject to certain customary conditions described in
the Offer to Purchase (the "Offer to Purchase"). Any tendered Notes may
be withdrawn prior to, but not after, the Expiration Date and withdrawn
Notes may be re-tendered by a holder at any time prior to the Expiration
Date. The Tender Offer is not conditioned upon the tender of any minimum
principal amount of Notes. HPT may, subject to applicable law, and as
stated in the Offer to Purchase, amend, extend or terminate the Tender
Offer.
The Dealer Managers for the Offer are BofA Merrill Lynch (888-292-0070),
BNY Mellon Capital Markets, LLC (800-269-6864) and Citi (800-558-3745).
The Information Agent and Depositary for the Offer is D.F. King & Co.,
Inc. Requests for copies of the Offer to Purchase or the related Letter
of Transmittal should be directed to D.F. King & Co., Inc. by telephone
at (800) 967-4604 (toll free) or (212) 269-5550 (collect), or in writing
at 48 Wall Street, 22nd Floor, New York, NY 10005, and copies
will be furnished promptly at HPT's expense.
None of HPT, the Board of Trustees of HPT, the Information Agent and
Depositary or any of the Dealer Managers is making any recommendation as
to whether holders of the Notes should tender or refrain from tendering
Notes.
The complete terms and conditions of the Tender Offer are set forth in
the Offer to Purchase and related Letter of Transmittal that are being
sent to holders of the Notes and is also available online on the
Securities and Exchange Commission's (the "SEC") website at www.sec.gov
as an exhibit to the Tender Offer Statement on Schedule TO filed by HPT
with the SEC on March 15, 2010.
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell the Notes. The
offers to purchase Notes will only be made pursuant to the Offer to
Purchase and related Letter of Transmittal that HPT has filed with the
SEC and will be mailed to holders of Notes. Holders of Notes
should read those materials carefully because they will contain
important information, including the various terms of, and conditions
to, the Tender Offer.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS NEWS RELEASE CONTAINS STATEMENTS AND IMPLICATIONS WHICH CONSTITUTE
FORWARD LOOKING STATEMENTS. WHENEVER WE USE WORDS SUCH AS "BELIEVE",
"EXPECT", "ANTICIPATE", "INTEND", "PLAN", "ESTIMATE", OR SIMILAR
EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD
LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR
EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR
AND MAY NOT OCCUR. FORWARD LOOKING STATEMENTS IN THIS NEWS RELEASE
RELATE TO VARIOUS MATTERS, INCLUDING:
-
THIS NEWS RELEASE STATES THAT THE COMPANY EXPECTS TO PURCHASE THE
NOTES. IN FACT, THE OFFER IS SUBJECT TO THE CONDITIONS DESCRIBED IN
THE OFFER TO PURCHASE. IF THESE CONDITIONS ARE NOT SATISFIED OR
WAIVED, THIS OFFER MAY NOT CLOSE. IN ADDITION, WE MAY TERMINATE THE
OFFER AT ANY TIME OR CHANGE THE CONDITIONS OF THE OFFER. WE THEREFORE
CANNOT ASSURE YOU THAT WE WILL COMPLETE THE OFFER ON A TIMELY BASIS ON
THE TERMS DESCRIBED IN THE OFFER TO PURCHASE, IF AT ALL. OTHER RISKS
MAY ADVERSELY IMPACT OUR ABILITY TO COMPLETE THE OFFER, AS DESCRIBED
MORE FULLY UNDER "CERTAIN SIGNIFICANT CONSIDERATIONS" IN THE OFFER TO
PURCHASE AND IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2009, UNDER "ITEM 1A. RISK FACTORS," WHICH IS
INCORPORATED HEREIN BY REFERENCE.
-
THIS NEWS RELEASE STATES THAT THE COMPANY MAY EXTEND THE OFFER. IN
FACT, THE COMPANY DOES NOT KNOW WHETHER IT WILL EXTEND THE OFFER AND
ANY DECISION TO EXTEND OR NOT EXTEND THE OFFER WOULD BE BASED ON MANY
VARIABLES, INCLUDING, AMONG OTHERS, CHANGES IN THE ECONOMY AND CAPITAL
MARKETS, THE AMOUNT OF NOTES TENDERED, GENERAL ECONOMIC AND REAL
ESTATE CONDITIONS, AND TAX MATTERS, INCLUDING FAILURE TO QUALIFY AS A
REAL ESTATE INVESTMENT TRUST. WE THEREFORE CANNOT ASSURE YOU THAT IF
LESS THAN ALL OF THE NOTES ARE TENDERED THAT WE WILL CHOOSE TO EXTEND
THE OFFER.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY
FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE.
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.
SOURCE: Hospitality Properties Trust
Hospitality Properties Trust
Timothy A. Bonang, 617-796-8232
Vice President, Investor Relations
or
Carlynn Finn, 617-796-8232
Manager, Investor Relations
www.hptreit.com
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