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Hospitality Properties Trust to Acquire Net Lease Portfolio for $2.4 Billion




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High Quality Diversified Portfolio of 774 Service-Oriented Retail Net
Lease Properties

Enhances HPT’s Cash Flow Stability and Overall Property Level Rent

Expected to Be Accretive to Annualized Normalized FFO per Share in

Conference Call Scheduled for 10:00 a.m. ET Today

NEWTON, Mass.–(BUSINESS WIRE)–Hospitality Properties Trust (Nasdaq:HPT) today announced it entered
into a definitive agreement to acquire a net lease portfolio from Spirit
MTA REIT (NYSE:SMTA) for $2.4 billion in cash, excluding transaction
costs. The portfolio consists of 774 service-oriented retail
properties net leased to tenants in 22 different industries. The
portfolio has a weighted average remaining lease term of 8.6 years, a
weighted average property level rent coverage of 2.68x and annual cash
rent of $172 million as of March 31, 2019. This acquisition excludes
SMTA’s assets leased to certain bankrupt tenants.(1) HPT
expects this transaction to be accretive to annualized Normalized Funds
From Operations, or FFO, per share in 2020.

John Murray, President and Chief Executive Officer of HPT, made the
following statement:

“We believe that the acquisition of this high-quality, net lease
portfolio creates a stronger HPT. The combination of this diversified
portfolio with our unique lodging structure and net lease travel
centers, yields a REIT with greater scale, a more secure financial
profile, and greater diversity in tenant base, property type and

We expect this transaction to benefit our shareholders and expect to
maintain our investment grade ratings.”

Certain highlights of the portfolio include:

  • 774 net lease properties with approximately 12 million rentable square
  • Geographically diverse portfolio across 43 states.
  • 98% occupied with a weighted average lease term of 8.6 years.
  • Annual cash rents of $172 million as of March 31, 2019 and weighted
    average rent coverage of 2.68x.
  • Leases comprising 81% of the portfolio have contractual rent increases
    and 52% of portfolio rents are from master leases with cross default
  • Tenants that span 22 different industries and 164 brands that include
    quick service and casual dining restaurants, movie theaters, health
    and fitness, specialty retail, automotive parts and services, and
    other service-oriented and necessity-based industries.
  • Manageable near-term lease expirations averaging 4% of contractual
    rents per year over the next six years.

Certain expected benefits of the transaction include:

  • Expected to be accretive to shareholders.
  • Strengthens HPT’s property level rent coverage – HPT expects
    the acquisition will result in stronger property level rent coverage
    for its consolidated portfolio. On a pro forma basis, coverage for the
    consolidated portfolio for the twelve-month period ending March 31,
    2019 would have increased from 1.21x to approximately 1.46x.
  • Provides greater scale – The number of HPT properties will
    increase from 506 properties to 1,280 properties, and HPT’s gross
    assets will increase from $10.2 billion to $12.6 billion, before
    expected asset sales.
  • Diversifies HPT’s tenant concentration – HPT will have a more
    diverse and resilient portfolio with the mix of net lease income
    increasing from 31% to 43%.
  • Limited capital expenditure requirements -Tenants under the
    leases bear the cost of maintaining the portfolio.

Mr. Murray commented further,

“Since HPT’s inception, its hotel agreements have functioned like triple
net leases due to their strong credit support, subordinated base
management fees and all-or-none renewal options. HPT’s 179 travel
centers are leased under long-term triple net leases and contain over
500 quick service restaurants and 179 casual dining restaurants, truck
repair businesses, stores and large gas stations. Beyond the improved
coverage, diversity, scale, and capital expenditure benefits, which
today’s announced acquisition is expected to create, the transaction
also provides an additional avenue for HPT’s growth. In the future, we
expect to invest in additional service and necessity-based retail
properties on a triple net basis, preferably in portfolios, in addition
to our continued focus on hotels and travel centers.”

Deal Structure, Approvals and Timing
To finance the
transaction, 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/or proceeds from
the issuance of new unsecured notes to finance the transaction. In
addition to the $2.4 billion purchase price, HPT has agreed to pay the
prepayment penalties to extinguish the existing mortgage debt on the
portfolio, which are estimated to be approximately $72 million. HPT
intends to sell approximately $500 million of the acquired assets and
approximately $300 million of hotel and other assets following the
closing of the acquisition in order to reduce its debt levels to
approximately 6.0 times Adjusted EBITDA for real estate, or Adjusted

Based on estimated GAAP net operating income and pending completion of
HPT’s accounting analysis, HPT believes the acquisition capitalization
rate will be approximately 7.2%. HPT’s accretion estimate for 2020
assumes that debt incurred with this transaction is refinanced with
longer term debt financing at current market rates and is after expected
asset sales.

HPT does not plan to issue common shares in connection with this

The purchase price is subject to certain adjustments. The transaction is
subject to approval by SMTA shareholders and other customary conditions
and is expected to close in the third quarter of 2019.

BofA Merrill Lynch is acting as exclusive financial
advisor and Hunton Andrews Kurth LLP is acting as legal advisor to HPT
in connection with this transaction. Joint Lead Arrangers for the
unsecured term loan are BofA Securities, Inc., Citigroup, Morgan Stanley
Senior Funding, Inc., RBC Capital Markets, and Wells Fargo Securities,

Conference Call
On Monday, June 3, 2019, at 10:00 a.m.
Eastern time, HPT will host a conference call to discuss the
acquisition. Following management’s remarks, there will be a question
and answer period. HPT will also provide a presentation in advance of
the conference call regarding the transaction that will be available at
HPT’s website at
and as an exhibit to a Current Report on a Form 8-K furnished with the
Securities and Exchange Commission, or SEC.

The conference call telephone number is 877-329-3720. Participants
calling from outside the United States and Canada should dial
412-317-5434. No pass code is necessary to access the call from either
number. Participants should dial in about 15 minutes prior to the
scheduled start of the call. A replay of the conference call will be
available for about one week after the call. To hear the replay, dial
412-317-0088. The replay pass code is 10132155.

A live audio webcast of the conference call will also be available in a
listen-only mode on HPT’s website. To access the webcast, participants
should visit HPT’s website about five minutes before the call. The
archived webcast will be available for replay on HPT’s website for about
one week after the call. The transcription, recording, or
retransmission in any way of HPT’s conference call is strictly
prohibited without the prior written consent of HPT.
HPT’s website
is not incorporated as part of this press release.

Hospitality Properties Trust is a real estate investment trust, or REIT,
which owns a diverse portfolio of hotels and travel centers located in
45 states, Washington, DC, Puerto Rico and Canada. HPT’s properties are
operated under long term management or lease agreements. HPT is managed
by the operating subsidiary of The RMR Group Inc. (Nasdaq:RMR), an
alternative asset management company that is headquartered in Newton,


This press release contains statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. Also, whenever we use
words such as “believe”, “expect”, “anticipate”, “intend”, “plan”,
“estimate”, “will”, “may” and negatives or derivatives of these or
similar expressions, HPT is making forward-looking statements. These
forward-looking statements are based upon HPT’s present intent, beliefs
or expectations, but forward-looking statements are not guaranteed to
occur and may not occur. Actual results may differ materially from those
contained in or implied by HPT’s forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, some of which are beyond HPT’s control.
For example:

  • HPT has agreed to buy a service-oriented retail net lease portfolio
    from SMTA for $2.4 billion, and expects the transaction to close in
    the third quarter of 2019. This transaction is subject to approval by
    SMTA’s shareholders and other closing conditions. As a result, this
    transaction may not occur, may be delayed or the terms may change.
  • As a result of the transaction announced today, HPT expects to realize
    certain benefits, including less tenant concentration, more
    resiliency, stronger rent coverage, greater scale, and limited capital
    expenditure requirements associated with the SMTA portfolio. However,
    these expected benefits depend on many factors that are beyond HPT’s
    control and may not occur.
  • HPT expects to remain investment grade rated; however, remaining
    investment grade rated depends on many factors, including reducing
    HPT’s leverage over time, which may not occur. HPT’s investment grade
    rating may change, or HPT may lose its investment grade rating.
  • As a result of the transaction, HPT expects that future cash flows and
    property level rent coverage will increase and that the transaction
    will benefit HPT’s shareholders. However, future cash flows and
    property level rent coverage will depend on future operating and
    portfolio results, which may decline and expected benefits of the
    transaction may not be realized.
  • HPT expects to refinance the term loan it plans to obtain in
    connection with this transaction with a combination of longer-term
    senior notes, bank debt, and the sale of assets following closing of
    this transaction. HPT may not be able to raise debt at attractive
    prices, sell the expected amount of assets, or raise sufficient funds
    from selling such assets, and HPT’s leverage may be further increased
    and interest costs may be higher than expected.
  • HPT estimates the prepayment penalties to extinguish SMTA’s mortgage
    debt to be $72 million. This is an estimate based on interest rate
    assumptions and timing of closing which could increase or decrease the
    prepayment penalty amount.
  • HPT estimates this transaction will be accretive to HPT’s Normalized
    FFO per share in 2020 on an annualized basis assuming that debt
    incurred with this transaction is refinanced with longer term debt at
    current market rates and after expected asset sales. For many reasons,
    including, but not limited to, HPT’s ability to finance the
    transaction on attractive terms, the performance of the portfolio, and
    the impact of asset sales, this transaction may not be accretive to
    Normalized FFO per share at expected levels or at all.
  • HPT does not plan to issue common shares in connection with this
    transaction. However, circumstances beyond HPT’s control may change
    and HPT may issue common shares in connection with this transaction.

The information contained in HPT’s filings with the SEC, including under
the caption “Risk Factors” in HPT’s periodic reports, or incorporated
therein, identifies other important factors that could cause differences
from HPT’s forward-looking statements.

HPT’s filings with the SEC are available on the SEC’s website at

You should not place undue reliance upon forward-looking statements.

Except as required by law, HPT does not intend to update or change any
forward-looking statements as a result of new information, future events
or otherwise.

(1)   Excludes approximately 100 assets owned by SMTA primarily leased to
Shopko Stores Inc. as of December 31, 2018.

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


Katie Strohacker, Senior Director, Investor Relations
(617) 796-8232


City View Green Holdings Inc. Provides Update on Its 1st Quarter Filings




Toronto, Ontario–(Newsfile Corp. – July 3, 2020) – City View Green Holdings Inc. (CSE: CVGR) (OTCQB: CVGRF) (“City View” or the “Company“), trading through the facilities of the Canadian Securities Exchange (“CSE“) under the symbol “CVGR” and on the OTCQB® under the symbol “CVGRF” – Following its press releases of April 28, 2020, and May 28, 2020, the Company is providing a further update on the status of filing of its first-quarter consolidated interim financial statements, accompanying management’s discussion and analysis, and related CEO and CFO certificates for the three month period ended March 31, 2020 (collectively, the “First-Quarter Filings“).

On March 18, 2020, the Canadian Securities Administrators announced that they would provide issuers with a 45-day filing extension for filings required on or before June 1, 2020, as a result of COVID-19 pandemic. As such, the Ontario Securities Commission has enacted Ontario Instrument 51-502 – Temporary Exemption from Certain Corporate Finance Requirements dated March 23, 2020 (“OI 51-502“). In its April 28 and May 28, 2020 press releases, the Company announced its reliance on the exemption with respect to extending the deadline of filing its First Quarter Filings, which are required to be filed by June 1, 2020 under sections 4.3 and 4.4 of National Instrument 51-102 – Continuous Disclosure Obligations. The Company is continuing to work diligently and currently expects to have the First-Quarter Filings filed on or prior to the extended filing deadline of July 16, 2020.

As required by OI 51-502, and similar Instruments and Orders enacted in British Columbia and Alberta, the Company discloses the following:

  • Until such time as the Company has filed the First-Quarter Filings, members of management and other insiders are subject to a trading black-out policy that reflects the principles in section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

  • The Company confirms that there have been no material business developments, other than those announced through news releases, since June 15, 2020, when the Company filed its audited financial statements for the fiscal year ended December 31, 2019.

About City View

City View Green is a leading cannabis-infused food company focused on the development of food brands, extraction and distribution. Upon the anticipated receipt of its Cannabis Act processing and sales licences (“Cannabis Licences“), City View will incorporate cannabis-infused food production and extraction at its Brantford, Ontario facility. Once operational, it is our expectation that City View will produce high quality cannabis-infused food, oils, distillates, and water-soluble products for the food and beverage markets. In addition, City View owns a 19.9% stake in Budd Hutt Inc. (“Budd Hutt“), a retail-focused cannabis company with access to cannabis cultivation and production licences in Alberta and other retail opportunities across Canada. Through its relationship with Budd Hutt, the Company anticipates securing shelf space, product placement, and distribution opportunities for City View’s products. For more information visit

For further information contact:
City View Green Holdings Inc.
Rob Fia, CEO & President

Neither the Canadian Securities Exchange nor its regulations services accept responsibility for the adequacy or accuracy of this release.

Disclaimer for Forward-Looking Information

This press release contains forward-looking statements which are not composed of historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Important factors that could cause actual results to differ materially from the Company’s expectations include, among others, availability and costs of financing needed in the future, changes in equity markets, delays in the development of projects, and ability to predict or counteract potential impact of COVID-19 coronavirus on factors relevant to the Company’s business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.


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Red Light Holland Names Medical and Scientific Division




Toronto, Ontario–(Newsfile Corp. – July 3, 2020) – Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (“Red Light Holland” or the “Company“), an Ontario-based corporation positioning itself to engage in the production, growth and sale of a premium brand of magic truffles to the legal, recreational market within the Netherlands, is pleased to announce the naming and establishment of its medical and scientific division, “Scarlette Lillie Science and Innovation.” The establishment of Scarlette Lillie Science and Innovation marks an early move by Red Light Holland, to position itself to expand its business into the medical psychedelics market in the future, at such time as market and regulatory conditions present a viable business opportunity.

“While we are focusing on the recreational truffles market in the Netherlands, we are also keen on the medical market, in which we see tremendous future opportunities for Red Light Holland to help make a larger, positive change in the world,” said Todd Shapiro, the Company’s Chief Executive Officer and Director. “Scarlette Lillie Science and Innovation is named after Scarlette, my nine-month old daughter, and Lillie, the daughter of the Company’s President, Hans Derix. And so this is indeed a very proud day for both the Company, and for Hans and myself. As fathers, we want to see a better future for both of them, and for your family’s as well. We firmly believe we need more research and development into psilocybin and its potential benefits. We absolutely look forward to being an official part of that process,” added Mr. Shapiro.

Scarlette Lillie Science and Innovation is expected to be funded by a portion of Red Light Holland’s available funds from time to time, and once operational, is expected to allow Red Light Holland to initiate and expedite various science, innovation and research activities focused on, among other things, exploring the potential medical and health benefits of psilocybin and whole fungi-medicine.

Dr. Joseph Geraci, Advisor of Red Light Holland and Chief Executive Officer of Netramark Corp., added: “I’m pleased to help advise and work closely with Scarlette Lillie Science and Innovation. This division aligns tremendously well with the over two decades of efforts that I’ve personally and professionally made within neuroscience, psychiatry and important research and data collection. I believe that working with psilocybin can have an impact in helping with mood disorders and beyond. I look forward to being a part of this synergistic mission to prove these theories out, and I’m also excited to introduce my contacts from the science and medical fields to our team of visionaries.”

About Red Light Holland Corp.

The Company is an Ontario-based corporation positioning itself to engage in the production, growth and sale (through existing Smart Shops operators and an advanced e-commerce platform) of a premium brand of magic truffles to the legal, recreational market within the Netherlands, in accordance with the highest standards, in compliance with all applicable laws.

For additional information on the Company:

Todd Shapiro
Chairman and Chief Executive Officer
Tel: 647-204-7129

Forward-Looking Statements

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Readers are further cautioned that the assumptions used in the preparation of such forward-looking statements (including, but not limited to, the assumption that (i) the Company will be able to execute on its business plan and/or enter into the medical psychedelics market as proposed, (ii) the Company will receive one or multiple licenses, permits, and authorizations from time to time necessary to execute on its business plan and/or enter into the medical psychedelics market, (iii) the Company’s financial condition and development plans do not change as a result of unforeseen events, (iv) there will continue to be a demand, and market opportunity, for the Company’s product offerings, (v) the Company will be able to establish, preserve and develop its brand, and (iv) the Company will be successful in attracting and retaining required personnel), although considered reasonable by management of the Company at the time of preparation, may prove to be imprecise and result in actual results differing materially from those anticipated, and as such, undue reliance should not be placed on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws. Forward-looking statements, forward-looking financial information and other metrics presented herein are not intended as guidance or projections for the periods referenced herein or any future periods, and in particular, past performance is not an indicator of future results and the results of the Company in this press release may not be indicative of, and are not an estimate, forecast or projection of the Company’s future results. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Not for distribution to United States newswire services or for dissemination in the United States.

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Tree of Knowledge International Corp. Provides Bi-Weekly Default Status Report




Toronto, Ontario–(Newsfile Corp. – July 2, 2020) –  Tree of Knowledge International Corp. (CSE: TOKI) (the “Company” or “TOKI“) is providing a bi-weekly default status report (the “Default Status Report“) in accordance with National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“) and further to the Company’s press release dated June 19, 2020.

On June 1, 2020, the Company announced (the “Default Announcement“) that, for the reasons disclosed in the Default Announcement, the filing of its audited annual financial statements, accompanying management discussion and analysis and related CEO and CFO certifications for the year ended December 31, 2019 (the “Annual Filings“) would not be completed by the prescribed filing deadline.

As a result of these delays and as further disclosed in the Company’s press releases, the Company proactively applied to its principal regulator, the Ontario Securities Commission (“OSC“), for a management cease trade order (“MCTO“), and the OSC granted the MCTO to the Company. The MCTO restricts all trading in securities of the Company, whether direct or indirect, by the Chief Executive Officer and the Chief Financial Officer of the Company until such time as the Annual Filings have been filed by the Company. The MCTO does not affect the ability of shareholders who are not insiders of the Company to trade their securities.

The Company’s board of directors and its management confirms that they are working expeditiously to meet the Company’s filing obligations and expect to file the Annual Filings on or about July 15, 2020.

As required by the alternative information guidelines specified by NP 12-203, the Company reports that since the Default Announcement and any subsequent press release disclosure there have not been any changes to the information set out in the Default Announcement that would reasonably be expected to be material to an investor nor any failure by the Company to fulfill its intentions as stated therein with respect to satisfying the provisions of the alternative information guidelines, and there are no additional defaults or anticipated defaults subsequent to the disclosure therein, other than the delay in filing the Annual Filings. Further, there is no additional material information concerning the affairs of the Company that has not been generally disclosed and there are no insolvency proceedings against the Company as of the date of this Default Status Report.

Until the Annual Filings have been filed, the Company intends to continue to satisfy the provisions of the alternative information guidelines set out in NP 12-203 by issuing bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. To the extent applicable, the Company is scheduled to file its next default status report in two weeks from the date hereof.

For further information please visit:

Or contact: Tree of Knowledge International Corp.

Ashley Villarruel, (647) 607-9044),

About Tree of Knowledge

TOKI is a public company that delivers pathways to innovative, science-based health and wellness solutions. The Company is a leader in pain management, spanning from seed to patient. Built upon an extensive network of scientific and medical research, TOK is an advanced leader in the development, processing, and distribution of focused products and treatments for pain relief. Tree of Knowledge spans the globe with its multidisciplinary pain clinics, research partners, consumer CBD products, and education and advocacy programs – all working in harmony to bring health and wellness to the world, while creating value for shareholders and partners.

Forward Looking Statements

Except for statements of historical fact relating to the Company, certain information contained herein relating to the timing of the filing of financial statements constitutes forward-looking statements. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Except as required by applicable securities laws, the Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.


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