Chesapeake Lodging Trust Announces Agreement to Sell New York Hotels
July 25 2019 - 7:30AM
Business Wire
Chesapeake Lodging Trust (NYSE:CHSP) (the “Trust”) announced
today that it has entered into an agreement to sell the 122-room
Hyatt Herald Square New York and the 185-room Hyatt Place New York
Midtown South, both located in New York, New York, for an aggregate
sale price of $138.0 million, or approximately $450,000 per key,
subject to customary pro-rations at closing. The proposed sale by
the Trust of these New York hotels is anticipated to occur in
mid-to-late September 2019 prior to completion of the Trust’s
proposed merger with Park Hotels & Resorts Inc. (“Park”).
The proposed merger remains subject to receipt of the required
approval of the Trust’s shareholders and completion of other
customary closing requirements and conditions. A special meeting of
the Trust’s shareholders to consider and vote upon the proposed
merger has been scheduled for September 10, 2019.
The Trust acquired the Hyatt Herald Square New York in December
2011 for $52.0 million, or $428,000 per key, and the Hyatt Place
New York Midtown South in March 2013 for $76.2 million, or $412,000
per key. The $138.0 million aggregate sale price represents a 5.9%
trailing twelve month NOI cap rate.
ABOUT CHESAPEAKE LODGING TRUST
Chesapeake Lodging Trust is a self-advised lodging real estate
investment trust (REIT) focused on investments primarily in
upper-upscale hotels in major business and convention markets and,
on a selective basis, premium select-service hotels in urban
settings or unique locations in the United States. The Trust owns
20 hotels with an aggregate of 6,288 rooms in eight states and the
District of Columbia. Additional information can be found on the
Trust’s website at www.chesapeakelodgingtrust.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements generally include statements
regarding the potential transaction between Park and the Trust,
including statements regarding the expected timetable for
completing the pending merger and New York hotel sales. These
statements are often, but not always, made through the use of words
or phrases such as “believe,” “expect,” “anticipate,” “should,”
“plan,” “will,” “may,” “intend,” “estimate,” “aim,” “target,”
“predict,” “project,” “seek,” “would,” “could,” “continue,”
“possible,” “potential” and similar expressions. All such
forward-looking statements are based on current expectations of
management and therefore involve estimates and assumptions that are
subject to risks, uncertainties and other factors that could cause
actual results to differ materially from the results expressed in
the statements. Key factors that could cause actual results to
differ materially from those projected in the forward-looking
statements include the ability to obtain the requisite approval of
the Trust’s shareholders; uncertainties as to the timing to
consummate the potential merger and sales of the New York hotels;
the risk that a condition to closing the potential merger or sales
of the New York hotels may not be satisfied; and the effects of
industry, market, economic, political or regulatory conditions
outside of Park’s or the Trust’s control. Other factors are
described in Park’s and the Trust’s respective filings with the
SEC, including Park’s and the Trust’s most recent Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. The Trust assumes no obligation to update any
forward-looking statements, except as required by law. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND
WHERE TO FIND IT
This communication relates to the proposed transaction pursuant
to the terms of the Agreement and Plan of Merger, dated as of May
5, 2019, by and among Park, the Trust and the other entities party
thereto. In connection with the proposed transaction, Park has
filed with the SEC a registration statement on Form S-4 (which
registration statement has not yet been declared effective) that
includes a preliminary proxy statement of the Trust and a
preliminary prospectus of Park. Park and the Trust also plan to
file other relevant documents with the SEC regarding the proposed
transaction. A definitive proxy statement/prospectus will be sent
to the Trust’s shareholders. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors may obtain a free copy of the definitive
proxy statement/prospectus (if and when it becomes available) and
other relevant documents filed by Park and the Trust with the SEC
at the SEC’s website at www.sec.gov. Copies of the documents filed
by Park with the SEC will be available free of charge on Park’s
website at http://www.pkhotelsandresorts.com or by contacting
Park’s Investor Relations at (571) 302-5591. Copies of the
documents filed by the Trust with the SEC will be available free of
charge on the Trust’s website at
http://www.chesapeakelodgingtrust.com or by contacting the Trust at
(571) 349-9452.
The Trust and its trustees and executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information about trustees and executive
officers of the Trust is available in its definitive proxy
statement filed with the SEC on April 30, 2019. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is included in Park’s registration statement
on Form S-4 and will be contained in the definitive proxy
statement/prospectus and other relevant materials filed with the
SEC regarding the proposed transaction when they become available.
Investors may obtain free copies of these documents from Park or
the Trust using the sources indicated above.
This communication and the information contained herein shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20190725005158/en/
Douglas W. Vicari (571) 349-9452
Chesapeake Lodging (NYSE:CHSP)
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