SVC Expects to Receive $379.3 Million in Cash from the Transaction at Closing
Amended Leases Expected to Increase Annual Rents by Approximately $20.5 Million, or $0.12 Per Share Per Year, Over Initial 10-Year Terms
Amended Leases to be Guaranteed by BP Corporation North America Inc. (A3 / A- Ratings)
Service Properties Trust (Nasdaq: SVC) today announced that it has agreed to amend its existing leases and guarantees with TravelCenters of America Inc. (Nasdaq: TA) effective upon the completion of the pending acquisition of TA by BP p.l.c. (NYSE: BP) for cash consideration of $86.00 per share of TA common stock outstanding (the “BP Acquisition”).
Following the closing, BP will become SVC’s largest tenant, accounting for 29% of SVC’s gross assets as of December 31, 2022, with five leases for 178 travel centers. Under the amended leases, aggregate annual minimum rent will be $254.0 million, with annual 2% increases throughout the initial 10-year terms and any renewal terms. At closing, BP will prepay $188.0 million of rent under the amended leases and will receive monthly rent credits totaling $25.0 million per year over the 10-year initial term of the leases.
Upon completion of the BP Acquisition, rental income recognized under the BP leases will be approximately $20.5 million, or $0.12 per share per year, greater than the minimum and percentage rents received by SVC for the 178 travel centers under the TA leases during 2022. BP will have five, 10-year extension options for each of the five leases. BP’s wholly owned subsidiary, BP Corporation North America Inc., will guarantee each of the leases. BP Corporation North America Inc. owns the vast majority of BP’s assets in the United States across virtually all segments, and it is rated A3 by Moody’s and A- by S&P.
SVC also currently owns certain tradenames and trademarks associated with TA’s business and has agreed to sell those tradenames and trademarks to BP as part of the BP Acquisition at their current book value of $89.4 million.
The BP Acquisition is subject to the approval of TA stockholders owning a majority of TA’s outstanding common shares. SVC currently owns 7.8% of TA’s outstanding common shares, valued at $101.9 million based on the cash merger consideration, and has agreed to vote its TA shares in favor of the BP Acquisition. Subject to stockholder and regulatory approvals and various customary conditions to closing, the parties expect that the BP Acquisition will be completed by mid-year 2023.
Todd Hargreaves, President and Chief Investment Officer of SVC, made the following statement regarding today’s announcement:
“We believe this is a win-win transaction that not only benefits TA stockholders, but it also provides near term liquidity to SVC and significantly increases the value of our portfolio of 178 travel centers. SVC expects to receive $379.3 million of total cash from the transaction at closing, meaningful increases in rental income going forward, and the amended leases will be guaranteed by an A3/A- rated wholly owned subsidiary of BP p.l.c. We are also pleased to have successfully extended the terms of our leases for these 178 travel centers, which would otherwise begin to expire in 2029, for 10 years each, with an additional 50 years in total renewal options.”
About Service Properties Trust
Service Properties Trust (Nasdaq: SVC) is a real estate investment trust, or REIT, with over $11 billion invested in two asset categories: hotels and service-focused retail net lease properties. As of September 30, 2022, SVC owned 242 hotels with over 40,000 guest rooms throughout the United States and in Puerto Rico and Canada, the majority of which are extended stay and select service. As of September 30, 2022, SVC also owned 769 retail service-focused net lease properties totaling over 13.4 million square feet throughout United States. SVC is managed by The RMR Group (Nasdaq: RMR), an alternative asset management company with over $37 billion in assets under management as of September 30, 2022 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 REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based upon SVC’s present intent, beliefs and expectations, but these statements and the implications of these statements are not guaranteed to occur and may not occur for various reasons, some of which are beyond SVC’s control. For example:
- This press release states that the parties expect that the BP Acquisition will be completed by mid-year 2023, and that SVC expects to receive approximately $379.3 million in total cash proceeds in connection with the BP Acquisition and the amendments to the lease and guaranty arrangements. The BP Acquisition is subject to stockholder and regulatory approvals and various other conditions and contingencies as are customary in merger agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, the BP Acquisition may not close, in which case SVC’s lease and guaranty arrangements with TA would not be amended and SVC would not receive the expected proceeds.
- This press release states that the BP Acquisition provides near term liquidity to SVC and that SVC expects to receive meaningful increases in rental income going forward. However, SVC’s financial condition and operating performance are subject to, among other things, market and economic conditions which are beyond SVC’s control.
The information contained in SVC’s filings with the Securities and Exchange Commission, 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.
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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Contacts
Stephen Colbert, Director, Investor Relations
(617) 796-8232
