American Hotel Income Properties REIT LP
TSX : HOT.UN
OTCQX : AHOTF

American Hotel Income Properties REIT LP

May 31, 2017 15:25 ET

American Hotel Income Properties REIT LP to Acquire 18 Hotel Northeastern U.S. Portfolio for US$407.4 Million

American Hotel Income Properties REIT LP concurrently announces bought deal public offering of Cdn$190 million of Units and US$42.5 million of Convertible Debentures

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 31, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

American Hotel Income Properties REIT LP ("AHIP") (TSX:HOT.UN)(OTCQX:AHOTF) announced today that it has agreed to acquire through its subsidiaries a geographically targeted portfolio of 18 premium branded Marriott and Hilton hotels (the "Acquisition") containing 2,187 guestrooms and located in Maryland, New Jersey, New York, Connecticut and Pennsylvania (collectively, the "Eastern Seaboard Portfolio") for approximately US$407.4 million, including brand-mandated property improvement plans (the "PIPs").

"The Eastern Seaboard Portfolio meets our disciplined investment strategy to acquire premium branded, select-service hotels with stabilized in-place income, which are younger and well-maintained and where acquisition costs are below replacement cost," said Rob O'Neill, CEO of AHIP. Mr. O'Neill continued, "Additionally, these branded hotels are located within high barrier-to-entry secondary metropolitan markets in close proximity to major population centers such as Washington, D.C., Philadelphia, Baltimore and New York City."

The Eastern Seaboard Portfolio consists of ten Marriott branded hotels totaling 1,206 guestrooms (five Residence Inns, two Springhill Suites, one Courtyard, one Fairfield Inn and Suites and one TownePlace Suites) and eight Hilton branded hotels totaling 981 guestrooms (four Homewood Suites, two Hampton Inns and two Hilton Garden Inns).

"This transformational transaction increases our total guestroom count by over 23% and is immediately accretive to AHIP's adjusted funds from operations ("AFFO") per Unit. It is also a significant step in geographically diversifying our portfolio into the dominant Northeast corridor of the United States, which generates approximately 20% of the country's GDP," said Ian McAuley, President of AHIP. Mr. McAuley continued, "Each acquired property currently outperforms its competitive set in occupancy and revenue per available room ("RevPAR"), in part, as suite-style guestrooms make up 69% of this portfolio leading to above average RevPAR potential and higher margins given their extended stay clientele."

ACQUISITION HIGHLIGHTS

  • The Eastern Seaboard Portfolio is being acquired at a weighted-average capitalization rate of approximately 7.9% on trailing twelve months net operating income (after inclusion of all hotel management fees, brand franchise fees, a 4.0% furniture, fixtures and equipment ("FF&E") reserve and the PIPs).
  • The 18 premium branded hotels are being acquired for approximately US$186,000 per guestroom, inclusive of the cost of the PIPs, which is below management's estimate of replacement cost.
  • The average age of the hotels is 10 years and each hotel has been recently built or renovated.
  • AHIP expects to fund the purchase price, including the PIPs, using a combination of a portion of the net proceeds from the Offering (defined below) and an approximately US$236.2 million commercial mortgage-backed securities ("CMBS") loan packaged into four pools (collectively the "Mortgage Pools"), with each of the four pools receiving an FF&E reserve waiver for the first two years.
  • The Mortgage Pools are expected to be US$69.6 million, US$57.7 million, US$52.4 million and US$56.5 million, with an expected weighted average fixed interest rate of approximately 4.55%. The first three pools are expected to have 10-year terms, with interest-only payments for the first five years and the fourth pool is expected to have a five-year term, with interest-only payments for the first two and a half years. The Mortgage Pools will then be amortized over 30 year terms. The Mortgage Pools are expected to be secured against 17 of the 18 hotels in the Eastern Seaboard Portfolio.
  • The hotels will be managed by AHIP's exclusive hotel manager, ONE Lodging Management, a wholly- owned subsidiary of O'Neill Hotels and Resorts Ltd.

The Acquisition of the Eastern Seaboard Portfolio continues to expand the size of AHIP and increase the proportion of its portfolio that is comprised of premium branded, select-service hotels as follows:

As at
March 31, 2017 Pro Forma
Number of Hotels 95 113
Number of Guestrooms 9,383 11,570
Branded Hotels - % of Revenue1 74% 80%
Rail Hotels - % of Revenue1 26% 20%
Branded Hotels - % of Guestrooms 59% 66%
Rail Hotels - % of Guestrooms 41% 34%
(1) Based on figures for the three months ended March 31, 2017.

The Acquisition is expected to close by the end of June 2017, subject to customary closing conditions and documentation.

After the expected completion of this transaction, AHIP's portfolio will consist of 113 hotels located in 33 states across the United States, representing an aggregate of 11,570 guestrooms with 67 premium branded, select-service hotels (with 7,684 guestrooms) and 46 select-service rail hotels (with 3,886 guestrooms) secured by railway contractual revenue guarantees.

THE ACQUISITION PORTFOLIO

The following table sets out certain key characteristics of the Eastern Seaboard Portfolio:

Hotel Location Year Built # of Rooms Occupancy (2016) Average Daily Rate (2016) RevPAR (2016)
Homewood Suites Allentown, PA 2010 108 90.5% $132.12 $119.58
Fairfield Inn & Suites Baltimore/White Marsh Baltimore, MD 2008 116 82.2% $115.64 $95.02
Hampton Inn Baltimore/White Marsh Baltimore, MD 1997 127 79.1% $125.61 $99.34
Hilton Garden Inn Baltimore/White Marsh Baltimore, MD 1999 155 81.7% $132.73 $108.39
Residence Inn Baltimore/White Marsh Baltimore, MD 2003 131 87.7% $124.48 $109.22
SpringHill Suites Long Island Bellport, NY 2006 128 84.0% $130.91 $110.00
Homewood Suites Bethlehem, PA 2006 113 89.7% $124.23 $111.39
Homewood Suites Dover Rockway Dover, NJ 2009 108 84.1% $124.47 $104.71
Homewood Suites Atlantic City Egg Harbour Egg Harbour Township, NJ 2012 120 86.3% $122.35 $105.62
Residence Inn Atlantic City Egg Harbour Egg Harbour Township, NJ 2008 101 83.0% $128.34 $106.50
Hampton Inn & Suites Baltimore/Arundel Mills/BWI Airport Hanover, MD 2002 130 86.2% $126.15 $108.78
Residence Inn Baltimore/Arundel Mills/BWI Airport Hanover, MD 2003 131 86.4% $129.95 $112.33
SpringHill Suites Baltimore/Arundel Mills/BWI Airport Hanover, MD 2006 128 86.4% $116.06 $100.30
TownePlace Suites Baltimore/Arundel Mills/BWI Airport Hanover, MD 2006 109 86.9% $114.78 $99.77
Hilton Garden Inn Milford Milford, CT 2009 120 83.4% $113.69 $94.85
Residence Inn Mount Laurel at Bishop's Gate Mount Laurel, NJ 2007 144 85.5% $121.20 $103.67
Residence Inn Neptune at Gateway Centre Neptune City, NJ 2007 105 85.3% $138.60 $118.20
Courtyard Wall at Monmouth Shores Corporate Park Wall Township, NJ 2007 113 79.3% $130.33 $103.35
Total/Weighted Average 2,187 84.8% $125.07 $106.09

THE OFFERING

In connection with the Acquisition, AHIP also announced today that it has entered into an agreement with a syndicate of underwriters (the "Underwriters") co-led by CIBC Capital Markets and National Bank Financial, with CIBC Capital Markets acting as sole bookrunner, to sell on a bought deal basis: (i) 18,360,000 limited partnership units (each, a "Unit") of AHIP at a price of Cdn$10.35 per Unit for gross proceeds to AHIP of Cdn$190,026,000; and (ii) US$42,500,000 aggregate principal amount of 5.00% convertible unsecured subordinated debentures the "Debentures") due on June 30, 2022 (collectively, the "Offering").

AHIP has granted to the Underwriters over-allotment options to purchase up to an additional 2,754,000 Units and an additional US$6,375,000 aggregate principal amount of Debentures, representing 15% of the size of the Offering. Each of the over-allotment options may be exercised in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments, if any, and for market stabilization purposes.

The Debentures will be convertible at the option of the holder into Units at any time prior to maturity at a conversion price equal to US$9.25 per Unit (the "Conversion Price"). The Conversion Price of the Debentures represents a conversion rate of approximately 108.1081 Units for each US$1,000 principal amount of Debentures, subject to adjustment in accordance with the trust indenture governing the Debentures.

The Debentures will bear interest at a rate of 5.00% per annum and will be payable semi-annually on June 30 and December 31 until maturity on June 30, 2022, commencing December 31, 2017. The Debentures will not be redeemable by AHIP prior to June 30, 2020. On or after June 30, 2020, but prior to June 30, 2021, the Debentures will be redeemable, in whole or in part, at a price equal to the principal amount plus accrued and unpaid interest, at AHIP's option, provided that the weighted average trading price of the Units is not less than 125% of the Conversion Price. On and after June 30, 2021, the Debentures will be redeemable, in whole or in part, at a price equal to the principal amount plus accrued and unpaid interest, at AHIP's option.

AHIP intends to use the net proceeds from the Offering to: (i) partially fund the Acquisition; and (ii) fund working capital, potential future acquisitions and for general corporate purposes. In the event that the Acquisition does not close, the net proceeds will be used for general corporate purposes, which may include other potential future acquisitions.

The closing of the Offering is expected to occur on or about June 9, 2017. The Offering is subject to customary regulatory approvals, including the TSX. The Units and Debentures will be offered in each of the provinces of Canada by way of a prospectus supplement to AHIP's short form base shelf prospectus, dated February 16, 2017 (collectively, the "Prospectus").

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.

FORWARD-LOOKING INFORMATION

Certain statements contained in this news release may constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "plan", "expect", "may", "will", "intend", "should", and similar expressions. These statements involve 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 statements. Forward-looking statements in this news release include, without limitation, references to the following: the acquisition of the Eastern Seaboard Portfolio; the acquisition cost of the Eastern Seaboard Portfolio, including the cost of the PIPs; management's expectation that the acquisition of the Eastern Seaboard Portfolio will be immediately accretive to AFFO per unit; AHIP's intention to use a portion of the net proceeds of the Offering and the new Mortgage Pools to finance the acquisition of the Eastern Seaboard Portfolio; the amount and expected terms of the new Mortgage Pools; the capitalization rates associated with the acquisition of the Eastern Seaboard Portfolio; the expected strategic impacts of the acquisition of the Eastern Seaboard Portfolio; pricing of the Eastern Seaboard Portfolio relative to replacement cost; the expected date of the completion of the acquisition of the Eastern Seaboard Portfolio; the total number of hotels and rooms owned by AHIP after giving effect to the acquisition of the Eastern Seaboard Portfolio; the management of the Eastern Seaboard Portfolio by ONE Lodging Management; statements with respect to the closing of the Offering or the over-allotment options and the use of proceeds therefrom; the expected terms of the Debentures; the expected closing date for the Offering and the approval of the TSX.

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 secure Mortgage Pools financing on Eastern Seaboard Portfolio on the terms currently contemplated; the ability to successfully complete the Offering; the receipt of all necessary approvals for the Offering and the Acquisition; the timing and scope of the PIPs and the ability to successfully complete such renovation work; the ability to successfully integrate the Eastern Seaboard Portfolio into AHIP's existing portfolio of branded hotels; the accuracy of third party reports with respect to data about the various metropolitan areas; the value of the U.S. dollar; and assumptions and expectations related to capitalization rates, fees and reserves, replacement costs and targeted completion dates. 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, those factors that can be found under "Risk Factors" in AHIP's Annual Information Form dated March 27, 2017 and under "Risks and Uncertainties" in AHIP's Management's Discussion and Analysis dated May 9, 2017, 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.

In addition, consistent with its past practice and in the normal course, AHIP may have outstanding non-binding letters of intent and/or conditional agreements or may otherwise be engaged in discussions with respect to possible acquisitions of new properties which may or may not be material. However, there can be no assurance that any of these letters, agreements and/or discussions will result in an acquisition and, if they do, what the final terms or timing of any acquisition would be. AHIP expects to continue to actively pursue other acquisition and investment opportunities during the course of the Offering.

ABOUT AMERICAN HOTEL INCOME PROPERTIES REIT LP

AHIP is a limited partnership formed under the Limited Partnerships Act (Ontario) to invest in hotel real estate properties located substantially in the United States and engaged primarily in growing a portfolio of premium branded, select-service hotels in larger secondary markets with diverse and stable demand generators as well as long standing contractual railway customers.

AHIP's long-term objectives are to build on its proven track record of successful investment, deliver reliable and consistent U.S. dollar denominated distributions to unitholders and add value through ongoing growth of its diversified hotel portfolio.

ADDITIONAL INFORMATION

Additional information relating to AHIP, including its other public filings, is available on SEDAR at www.sedar.com and on AHIP's website at www.ahipreit.com.

THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS NEWS RELEASE.

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