/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
VANCOUVER, BC, Nov. 26, 2021 /PRNewswire/ – American Hotel Income Properties REIT LP (“AHIP“, or the “Company“) (TSX: HOT.UN) (TSX: HOT.U) (TSX: HOT.DB.U) (TSX: HOT.DB.V) announced today the completion of its previously announced public offering (the “Offering“) on a bought deal basis of US$50 million aggregate principal amount of 6.00% convertible unsecured subordinated debentures due on December 31, 2026 (the “Debentures“).
The Debentures will commence trading today on the Toronto Stock Exchange (the “TSX“) under the symbol HOT.DB.V.
The Offering was conducted through a syndicate of underwriters co-led by CIBC Capital Markets and BMO Capital Markets, and included Canaccord Genuity Corp., TD Securities Inc., National Bank Financial Inc., RBC Capital Markets, Scotiabank and iA Private Wealth Inc. AHIP has also granted the underwriters an over-allotment option to purchase up to an additional US$5 million aggregate principal amount of Debentures exercisable in whole or in part for a period of 30 days following closing of the Offering to cover over-allotments, if any, and for market stabilization purposes.
As described in AHIP’s prospectus dated November 22, 2021 which is available on SEDAR at www.sedar.com (the “Prospectus“), AHIP intends to use the net proceeds of the Offering, together with cash on hand, to fund the intended redemption of all of the Company’s outstanding convertible unsecured subordinated debentures due on June 30, 2022, with an aggregate principal outstanding of US$48,875,000, listed on the TSX under the trading symbol HOT.DB.U (the “2022 Debentures“). Later today, AHIP will issue a notice (the “Notice“) of redemption to the registered holder of the 2022 Debentures. As set out in the Notice, the redemption date of the 2022 Debentures will be on December 31, 2021 (the “Redemption Date“). The 2022 Debentures are redeemable for an amount equal to their principal amount plus accrued and unpaid interest up to, but excluding, the Redemption Date.
The Debentures are convertible at the option of the holder into limited partnership units of AHIP (each, a “Unit” or collectively “Units“) at any time prior to maturity at US$4.95 per Unit (the “Conversion Price“). The Conversion Price of the Debentures also represents a conversion rate of approximately 202.0202 Units for each US$1,000 principal amount of Debentures, subject to adjustment in accordance with the trust indenture dated June 9, 2017 (the “Trust Indenture“) and the supplemental indenture dated November 26, 2021 (the “Supplemental Indenture“) collectively governing the Debentures, copies of which will be available on SEDAR at www.sedar.com.
The Debentures bear interest at a rate of 6.00% per annum and will be payable semi-annually on June 30 and December 31 until maturity on December 31, 2026, with the first payment commencing on June 30, 2022. The Debentures will not be redeemable by AHIP prior to December 31, 2024. On or after December 31, 2024, but prior to December 31, 2025, the Debentures will be redeemable, in whole or in part, at a price equal to par plus accrued and unpaid interest, at AHIP’s option, provided that the volume-weighted average trading price of the Units on the TSX is not less than 125% of the Conversion Price. On and after December 31, 2025 and prior to the maturity date, the Debentures will be redeemable, in whole or in part, at a price equal to par plus accrued and unpaid interest, at AHIP’s option.
This news release shall not constitute an offer to sell or a solicitation of any offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), and such securities may not be offered or sold within the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements thereunder.
ABOUT AMERICAN HOTEL INCOME PROPERTIES REIT LP
American Hotel Income Properties REIT LP (TSX: HOT.UN, TSX: HOT.U, TSX: HOT.DB.U, TSX: HOT.DB.V), or AHIP, is a limited partnership formed to invest in hotel real estate properties across the United States. AHIP’s 78 premium branded, select-service hotels are located in secondary metropolitan markets that benefit from diverse and typically stable demand. AHIP’s hotels operate under brands affiliated with Marriott, Hilton, IHG and Choice Hotels through license agreements. The Company’s long-term objectives are to increase the value of its hotel properties through operating excellence, active asset management and investing in value-added capital expenditures, expand its hotel portfolio through selective acquisitions on an accretive basis and increase unitholder value and distributions to unitholders. More information is available at www.ahipreit.com.
Certain statements contained in this news release may constitute forward-looking information as defined under applicable securities laws. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “plan”, “expect”, “may”, “will”, “intend”, “should”, and similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Forward-looking information in this news release includes, without limitation, statements with respect to: the use of proceeds from the Offering including the partial funding of the redemption of the 2022 Debentures and expected timing thereof; the intended issuance of the Notice to the registered holder of the 2022 Debentures; the intention to make copies of the Trust Indenture and Supplemental Indenture available on SEDAR at www.sedar.com; and AHIP’s long-term objectives.
Forward-looking information is based on a number of key expectations and assumptions made by AHIP, including, without limitation: a reasonably stable North American economy and stock market; the continued strength of the U.S. lodging industry; the ability to successfully complete the redemption of the 2022 Debentures on the Redemption Date; the ability to make copies of the Trust Indenture and Supplemental Indenture available on SEDAR at www.sedar.com; and the value of the U.S. dollar. Although the forward-looking information contained in this news release is based on what AHIP’s management believes to be reasonable assumptions, AHIP cannot assure investors that actual results will be consistent with such information.
Forward-looking information reflects current expectations of AHIP’s management regarding future events and operating performance as of the date of this news release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, without limitation: AHIP may not have sufficient funds to complete the redemption of the 2022 Debentures by the Redemption Date, as well as those risk factors that can be found under “Risk Factors” in AHIP’s Annual Information Form dated March 15, 2021 and under “Risks and Uncertainties” in AHIP’s Management’s Discussion and Analysis dated November 9, 2021, both of which are available on SEDAR at www.sedar.com.
The forward-looking statements contained herein represent AHIP’s expectations as of the date of this news release, and are subject to change after this date. AHIP assumes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE American Hotel Income Properties REIT LP