Service Properties Trust - Shares Of Beneficial Interest · NASDAQ:SVC

Service Properties Trust - Shares Of Beneficial Interest — Hospitality Properties Trust — Merger or Acquisition (June 2019)

14 slides from Service Properties Trust - Shares Of Beneficial Interest's merger presentation, Jun 3, 2019

  1. Slide 1: Transaction Summary

    TRANS A CTI O N S UMM A R Y (1) Excludes transaction costs. HPT expects transaction costs to be approximately $100 million, including an estimated $72 million to extinguish SMTA’s mortgage debt on the portfolio. (2) This transaction does not include approximately 100 assets owned by SMTA primarily l

  2. Slide 2: Acquisition Portfolio Overview

    A C QU I SI T I O N POR T F OL I O OVER VI EW 1% <1% <1% 4% 2% 3% <1% 1% 2% <1% 4% <1% 3% 1% <1% <1% 2% 7% <1% 1% 3% 9% 6% <1% 1% 2% 3% 1% 4% 1% 2% 3% 3% 2% 2% 2% 2% 7% 1% 9% <1% Weighted Average Occupancy 4% 0.1% % of Rent (1) 9.0% Other 23% Quick Service 14% Movie Theaters 13% Home Furnishings 4%

  3. Slide 3: Acquisition Portfolio Overview (cont'd) - Top 10 Brands

    A C QU I SI T I O N POR T F OL I O OVER VI EW ( cont ’ d) 119 4,055 $56.4 32.8% or Chain Names 22Industries |164 Brands 5 Top 10 Brands Tenant No. of Total SF or Chain Names Industry Locations (000s) Annualized Base Rent $ (mm)% of Total AMC Theatres Movie Theaters14696$10.46.0% The Great Escape Spe

  4. Slide 4: Acquisition Portfolio Overview (cont'd) - Lease Structures and Expirations

    A C QU I SI T I O N POR T F OL I O OVER VI EW ( c o n t ’d) 81% of Leases Have Contractual Increases 19% 46% $172mm CPI Fixed Flat 35% / Scheduled 28% 8% 6% 6% 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030+ 6 Manageable Near-Term Expirations16% 10% 8% 7% 4% 2%3% 2% Well-Laddered Lease

  5. Slide 5: Strategic Rationale

    S TR ATE G I C R ATI O N A LE 7 (1) Before potential asset sales post-acquisition of net lease portfolio. LA Fitness Norms The Great Escape Limited capex requirements. Complementary service-oriented retail platform, which bolsters our existing portfolio. Diversification, with new tenants, new proper

  6. Slide 6: Benefits of the Transaction

    TRANS A CT I O N ( 1) BE NE FI TS O F THE 1 Gross Assets No. of Properties +774 Pro Forma (2) Pro Forma (2) Status Quo (1) Status Quo (1) 2 Diversifies Tenant Mix (13 Agreements / 23 Brands) 23 Industries | 185+ Brands 3 Unique Secure Hotel Portfolio 19 different hotel brands in multiple hospitality

  7. Slide 7: Diversifies Portfolio and Tenant Concentration and Improves Rent Coverage

    DI V E RS I FI E S P O RTFO LI O AND TE NANT CO NCE NT R ATI O N AND I MP RO V E S RE NT CO V E RA G E Complementary Travel Centers 24% Travel Centers 29% Hotels 59% Net Lease 17% (1) Based on HPT’s annualized minimum returns and rents as of and for the twelve months ended March 31, 2019 and net lea

  8. Slide 8: Key Elements of the Transaction

    KE Y E LE ME NT S O F THETRANS A C TI O N 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 /

  9. Slide 9: Select Financial Metrics

    S E LE CT FI NANCI A L ME TRI C S Acquisition HPT HPT intends to sell certain assets to enhance the overall portfolio quality and composition, and to maintain a conservative and flexible structure. (1) As of and for the twelve months ended March 31, 2019. Adjusted EBITD Are excludes $53.6 million of

  10. Slide 10: The RMR Group Has a National Vertically Integrated Operating Platform

    THE V E RTI CA L LY RMR G RO UP HAS A N ATI O N AL I NTE G R ATE D O P E R ATI N G P L ATFO R M HPT Will Benefit from the RMR Group’s Integration and Management Capabilities The RMR Group currently manages $30 billion of assets. • • Operating platform includes 30 offices throughout the U.S. with ove

  11. Slide 11: The RMR Group Has a National Vertically Integrated Operating Platform

    THE RMR GROUP HAS A NATIONAL HPT VERTICALLY INTEGRATED OPERATING PLATFORM Nasdaq Listed HPT Will Benefit from the RMR Group’s Integration and Management Capabilities + The RMR Group currently manages $30 billion of assets. + Operating platform includes 30 offices throughout the U.S. with over 600 co

  12. Slide 12: Adjusted EBITDAre Reconciliation

    ADJ US T E D E BI TDA re RE CO N CI LI ATI O N 6/30/2018 $97 9/30/2018 $117 12/31/2018 ($109) 3/31/2019 $226 HPT LTM 3/31/19 Net Income (Loss) $331 (+) Interest Expense 49 49 50 50 197 (+ / -) Income Tax Expense (Benefit) 1 1 (1) 1 2 (+) Depreciation and Amortization 100 101 103 99 403 Gain on Sale

  13. Slide 13: Non-GAAP Financial Measures Definitions

    NO N - G A A P FI NANCI A L ME AS U RE S DE FI NI TI O N S Non-GAAP Financial Measures We present certain “non-GAAP financial measures” within the meaning of applicable SEC rules in this presentation, including Adjusted EBITD Are and Normalized FFO. These measures do not represent cash generated by

  14. Slide 14: Acquisition of $2.4 Billion High Quality Net Lease Portfolio

    H O S P I TA L I T Y P R O P E R T I E S T R U S T Acquisition of $2.4 Billion High Quality N et Lease Port f olio RADISSON BLU MINNEAPOLIS DOWNTOWN

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