Service Properties Trust Announces Pricing of Tender Offer for its $350,000,000 Outstanding 4.50% Senior Notes Due 2025

NEWTON, Mass.–(BUSINESS WIRE)–Service Properties Trust (Nasdaq: SVC) today announced the pricing of its previously announced cash tender offer, or the Offer, to purchase any and all of its outstanding $350,000,000 aggregate principal amount of 4.50% Senior Notes due 2025 (CUSIP No. 44106MAT9), or the Notes. The terms and conditions of the Offer are described in an Offer to Purchase and Consent Solicitation Statement, dated May 15, 2024.


The total consideration, or the Total Consideration, for the Notes is based on the yield to maturity of the applicable U.S. Treasury Security, or the Reference Yield, plus a fixed spread, as set forth in the table below. The Reference Yield (as determined pursuant to the Offer to Purchase and Consent Solicitation Statement) was determined at 10:00 a.m., New York City time, today, May 30, 2024, by the dealer manager identified below. The following table sets forth certain information regarding the Offer, including the Reference Yield and the Total Consideration:

Title of

Notes

CUSIP/ISIN

Reference U.S. Treasury

Security

Reference

Yield

Fixed

Spread (bps)

Total

Consideration

(per $1,000)

4.50% Senior Notes due 2025

CUSIP:

44106M AT9

ISIN:

US44106MAT99

1.750% UST due 3/15/2025

5.287%

+35 bps

$991.33

The deadline to validly withdraw tenders has passed. Accordingly, the Notes that were validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on May 29, 2024, may not be withdrawn, except in limited circumstances where additional withdrawal rights are required by law.

The Total Consideration payable by SVC for the Notes, or the Total Consideration, was determined in the manner described in the Offer to Purchase and Consent Solicitation Statement and is equal to a price per $1,000 principal amount intended to result in a yield to maturity equal to the yield to maturity of the applicable U.S. Treasury reference securities specified in the table above, as determined at 10:00 a.m., New York City time, on May 30, 2024, plus the applicable fixed spread specified in the table above. The Total Consideration also includes an early tender payment of $50 per $1,000 principal amount of Notes accepted for purchase.

Payments for tendered Notes will include accrued and unpaid interest from and including the most recent interest payment date for the Notes up to, but not including, the settlement date, which is expected to be June 3, 2024, subject to all conditions to the Offer having been either satisfied or waived by SVC.

Citigroup Global Markets Inc. is acting as dealer manager for the Offer. The depositary and information agent for the Offer is Global Bondholder Services Corporation. Questions regarding the tender offer may be directed to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (U.S. toll-free). Holders who would like additional copies of the offer documents may call the information agent, Global Bondholder Services Corporation at (212) 430-3774 (collect, for banks or brokers) or (855) 654-2014 (toll-free, for all others) or by e-mail at contact@gbsc-usa.com.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Offer is being made solely by means of the Offer to Purchase and Consent Solicitation Statement that SVC has distributed to holders of the Notes.

About Service Properties Trust

SVC is a real estate investment trust with over $11 billion invested in two asset categories: hotels and service focused retail net lease properties. As of March 31, 2024, SVC owned 220 hotels with over 37,000 guest rooms throughout the United States and in Puerto Rico and Canada, the majority of which are extended stay and select service. As of March 31, 2024, SVC also owned 749 service-focused retail net lease properties with over 13.3 million square feet throughout the United States. SVC is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with over $41 billion in assets under management as of March 31, 2024, and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. SVC is headquartered in Newton, MA. For more information, visit www.svcreit.com.

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains statements, including statements about the Offer and the Satisfaction and Discharge, that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever SVC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, SVC is making forward-looking statements. These forward-looking statements are based upon SVC’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by SVC’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond SVC’s control.

The information contained in SVC’s filings with the SEC, including under the caption “Risk Factors” in SVC’s periodic reports, or incorporated therein, identifies other important factors that could cause differences from SVC’s forward-looking statements. SVC’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon forward-looking statements.

Except as required by law, SVC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.‎

Contacts

Stephen Colbert, Director, Investor Relations

(617) 796-8232