Hospitality Properties Trust Announces Notification for Repurchase of 3.80% Convertible Senior Notes at Option of Holders
February 10 2017 - 3:00PM
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validly surrendered pursuant to the Put Option and not withdrawn,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withdrawn.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:
Registered and certified mail or
overnight courier: By telephone:
U.S. Bank National AssociationCorporate
Trust Services60 Livingston AvenueSt. Paul, Minnesota
55107Attention: Customer Service
(800) 934-6802
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170210005500/en/
Hospitality Properties TrustKatie Strohacker, 617-796-8232Senior
Director, Investor Relations
Hospitality Properties (NASDAQ:HPT)
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