Hospitality Properties Trust to Acquire Net Lease Portfolio for $2.4 Billion

High Quality Diversified Portfolio of 774 Service-Oriented Retail Net
Lease Properties

Enhances HPT’s Cash Flow Stability and Overall Property Level Rent
Coverage

Expected to Be Accretive to Annualized Normalized FFO per Share in
2020

Conference Call Scheduled for 10:00 a.m. ET Today

NEWTON, Mass.–(BUSINESS WIRE)–Hospitality Properties Trust (Nasdaq:HPT) today announced it entered
into a definitive agreement to acquire a net lease portfolio from Spirit
MTA REIT (NYSE:SMTA) for $2.4 billion in cash, excluding transaction
costs.The portfolio consists of 774 service-oriented retail
properties net leased to tenants in 22 different industries. The
portfolio has a weighted average remaining lease term of 8.6 years, a
weighted average property level rent coverage of 2.68x and annual cash
rent of $172 million as of March 31, 2019. This acquisition excludes
SMTA’s assets leased to certain bankrupt tenants.(1) HPT
expects this transaction to be accretive to annualized Normalized Funds
From Operations, or FFO, per share in 2020.

John Murray, President and Chief Executive Officer of HPT, made the
following statement:

“We believe that the acquisition of this high-quality, net lease
portfolio creates a stronger HPT. The combination of this diversified
portfolio with our unique lodging structure and net lease travel
centers, yields a REIT with greater scale, a more secure financial
profile, and greater diversity in tenant base, property type and
geography.

We expect this transaction to benefit our shareholders and expect to
maintain our investment grade ratings.”

Certain highlights of the portfolio include:

  • 774 net lease properties with approximately 12 million rentable square
    feet.
  • Geographically diverse portfolio across 43 states.
  • 98% occupied with a weighted average lease term of 8.6 years.
  • Annual cash rents of $172 million as of March 31, 2019 and weighted
    average rent coverage of 2.68x.
  • Leases comprising 81% of the portfolio have contractual rent increases
    and 52% of portfolio rents are from master leases with cross default
    provisions.
  • Tenants that span 22 different industries and 164 brands that include
    quick service and casual dining restaurants, movie theaters, health
    and fitness, specialty retail, automotive parts and services, and
    other service-oriented and necessity-based industries.
  • Manageable near-term lease expirations averaging 4% of contractual
    rents per year over the next six years.

Certain expected benefits of the transaction include:

  • Expected to be accretive to shareholders.
  • Strengthens HPT’s property level rent coverage – HPT expects
    the acquisition will result in stronger property level rent coverage
    for its consolidated portfolio. On a pro forma basis, coverage for the
    consolidated portfolio for the twelve-month period ending March 31,
    2019 would have increased from 1.21x to approximately 1.46x.
  • Provides greater scale – The number of HPT properties will
    increase from 506 properties to 1,280 properties, and HPT’s gross
    assets will increase from $10.2 billion to $12.6 billion, before
    expected asset sales.
  • Diversifies HPT’s tenant concentration – HPT will have a more
    diverse and resilient portfolio with the mix of net lease income
    increasing from 31% to 43%.
  • Limited capital expenditure requirements -Tenants under the
    leases bear the cost of maintaining the portfolio.

Mr. Murray commented further,

“Since HPT’s inception, its hotel agreements have functioned like triple
net leases due to their strong credit support, subordinated base
management fees and all-or-none renewal options. HPT’s 179 travel
centers are leased under long-term triple net leases and contain over
500 quick service restaurants and 179 casual dining restaurants, truck
repair businesses, stores and large gas stations. Beyond the improved
coverage, diversity, scale, and capital expenditure benefits, which
today’s announced acquisition is expected to create, the transaction
also provides an additional avenue for HPT’s growth. In the future, we
expect to invest in additional service and necessity-based retail
properties on a triple net basis, preferably in portfolios, in addition
to our continued focus on hotels and travel centers.”

Deal Structure, Approvals and Timing
To finance the
transaction, HPT has secured commitments from lenders for an up to $2.0
billion unsecured term loan facility. HPT may use the proceeds from this
term loan facility, borrowings under its existing revolving credit
facility, proceeds from the sale of certain assets and/or proceeds from
the issuance of new unsecured notes to finance the transaction. In
addition to the $2.4 billion purchase price, HPT has agreed to pay the
prepayment penalties to extinguish the existing mortgage debt on the
portfolio, which are estimated to be approximately $72 million. HPT
intends to sell approximately $500 million of the acquired assets and
approximately $300 million of hotel and other assets following the
closing of the acquisition in order to reduce its debt levels to
approximately 6.0 times Adjusted EBITDA for real estate, or Adjusted
EBITDAre.

Based on estimated GAAP net operating income and pending completion of
HPT’s accounting analysis, HPT believes the acquisition capitalization
rate will be approximately 7.2%. HPT’s accretion estimate for 2020
assumes that debt incurred with this transaction is refinanced with
longer term debt financing at current market rates and is after expected
asset sales.

HPT does not plan to issue common shares in connection with this
transaction.

The purchase price is subject to certain adjustments. The transaction is
subject to approval by SMTA shareholders and other customary conditions
and is expected to close in the third quarter of 2019.

Advisors
BofA Merrill Lynch is acting as exclusive financial
advisor and Hunton Andrews Kurth LLP is acting as legal advisor to HPT
in connection with this transaction. Joint Lead Arrangers for the
unsecured term loan are BofA Securities, Inc., Citigroup, Morgan Stanley
Senior Funding, Inc., RBC Capital Markets, and Wells Fargo Securities,
LLC.

Conference Call
On Monday, June 3, 2019, at 10:00 a.m.
Eastern time, HPT will host a conference call to discuss the
acquisition. Following management’s remarks, there will be a question
and answer period. HPT will also provide a presentation in advance of
the conference call regarding the transaction that will be available at
HPT’s website at www.hptreit.com
and as an exhibit to a Current Report on a Form 8-K furnished with the
Securities and Exchange Commission, or SEC.

The conference call telephone number is 877-329-3720. Participants
calling from outside the United States and Canada should dial
412-317-5434. No pass code is necessary to access the call from either
number. Participants should dial in about 15 minutes prior to the
scheduled start of the call. A replay of the conference call will be
available for about one week after the call. To hear the replay, dial
412-317-0088. The replay pass code is 10132155.

A live audio webcast of the conference call will also be available in a
listen-only mode on HPT’s website. To access the webcast, participants
should visit HPT’s website about five minutes before the call. The
archived webcast will be available for replay on HPT’s website for about
one week after the call. The transcription, recording, or
retransmission in any way of HPT’s conference call is strictly
prohibited without the prior written consent of HPT.
HPT’s website
is not incorporated as part of this press release.

Hospitality Properties Trust is a real estate investment trust, or REIT,
which owns a diverse portfolio of hotels and travel centers located in
45 states, Washington, DC, Puerto Rico and Canada. HPT’s properties are
operated under long term management or lease agreements. HPT is managed
by the operating subsidiary of The RMR Group Inc. (Nasdaq:RMR), an
alternative asset management company that is headquartered in Newton,
Massachusetts.

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. Also, whenever we use
words such as “believe”, “expect”, “anticipate”, “intend”, “plan”,
“estimate”, “will”, “may” and negatives or derivatives of these or
similar expressions, HPT is making forward-looking statements. These
forward-looking statements are based upon HPT’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 HPT’s forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, some of which are beyond HPT’s control.
For example:

  • HPT has agreed to buy a service-oriented retail net lease portfolio
    from SMTA for $2.4 billion, and expects the transaction to close in
    the third quarter of 2019. This transaction is subject to approval by
    SMTA’s shareholders and other closing conditions. As a result, this
    transaction may not occur, may be delayed or the terms may change.
  • As a result of the transaction announced today, HPT expects to realize
    certain benefits, including less tenant concentration, more
    resiliency, stronger rent coverage, greater scale, and limited capital
    expenditure requirements associated with the SMTA portfolio. However,
    these expected benefits depend on many factors that are beyond HPT’s
    control and may not occur.
  • HPT expects to remain investment grade rated; however, remaining
    investment grade rated depends on many factors, including reducing
    HPT’s leverage over time, which may not occur. HPT’s investment grade
    rating may change, or HPT may lose its investment grade rating.
  • As a result of the transaction, HPT expects that future cash flows and
    property level rent coverage will increase and that the transaction
    will benefit HPT’s shareholders. However, future cash flows and
    property level rent coverage will depend on future operating and
    portfolio results, which may decline and expected benefits of the
    transaction may not be realized.
  • HPT expects to refinance the term loan it plans to obtain in
    connection with this transaction with a combination of longer-term
    senior notes, bank debt, and the sale of assets following closing of
    this transaction. HPT may not be able to raise debt at attractive
    prices, sell the expected amount of assets, or raise sufficient funds
    from selling such assets, and HPT’s leverage may be further increased
    and interest costs may be higher than expected.
  • HPT estimates the prepayment penalties to extinguish SMTA’s mortgage
    debt to be $72 million. This is an estimate based on interest rate
    assumptions and timing of closing which could increase or decrease the
    prepayment penalty amount.
  • HPT estimates this transaction will be accretive to HPT’s Normalized
    FFO per share in 2020 on an annualized basis assuming that debt
    incurred with this transaction is refinanced with longer term debt at
    current market rates and after expected asset sales. For many reasons,
    including, but not limited to, HPT’s ability to finance the
    transaction on attractive terms, the performance of the portfolio, and
    the impact of asset sales, this transaction may not be accretive to
    Normalized FFO per share at expected levels or at all.
  • HPT does not plan to issue common shares in connection with this
    transaction. However, circumstances beyond HPT’s control may change
    and HPT may issue common shares in connection with this transaction.

The information contained in HPT’s filings with the SEC, including under
the caption “Risk Factors” in HPT’s periodic reports, or incorporated
therein, identifies other important factors that could cause differences
from HPT’s forward-looking statements.

HPT’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, HPT does not intend to update or change any
forward-looking statements as a result of new information, future events
or otherwise.

(1)   Excludes approximately 100 assets owned by SMTA primarily leased to
Shopko Stores Inc. as of December 31, 2018.
 

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.

Contacts

Katie Strohacker, Senior Director, Investor Relations
(617) 796-8232
www.hptreit.com

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