VANCOUVER, BC (June 4, 2014) American Hotel Income Properties REIT LP (“AHIP”) (Toronto Stock Exchange: HOT.UN; OTCQX: AHOTF) announced today the closing of its previously announced public offering (the “Offering”) of 4,900,000 limited partnership units (each a “Unit”), on a bought deal basis, at a price of Cdn$10.35 per Unit, for total gross proceeds of Cdn$50,715,000. Included in the closing were 552,000 Units (Cdn$5,713,200) from a partial exercise of the over-allotment option described in AHIP’s short form prospectus dated May 29, 2014 (the “Prospectus”), which is available on SEDAR at www.sedar.com.
The Offering was conducted through a syndicate of underwriters co-led by Canaccord Genuity Corp. and National Bank Financial Inc., and including CIBC World Markets Inc., TD Securities Inc., Haywood Securities Inc., Scotia Capital Inc. and Dundee Securities Ltd.
As described in the Prospectus, AHIP intends to use the net proceeds of the offering to: (i) acquire from SunOne Developments Inc., upon completion of construction, three previously announced hotel developments located in Brunswick, Maryland; Wellington, Kansas; and Glendive, Montana (the "New Oak Tree Inns") which are scheduled to open between September and December 2014; (ii) partially fund the acquisition of two additional railway lodging facilities which will require renovations to meet Oak Tree Inn quality standards (the "Additional Railway Hotels"); (iii) partially fund the potential acquisition of two high-quality nationally-branded hotel portfolios (the "Additional Other Branded Hotel Portfolios"); and (iv) fund working capital and general corporate purposes.
The Units sold pursuant to the Offering have been listed on the Toronto Stock Exchange under AHIP’s existing trading symbol HOT.UN. AHIP now has 19,467,547 Units issued and outstanding.
These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This news release does not constitute an offer for sale of these securities in the United States.
FORWARD LOOKING STATEMENTS
This news release contains forward-looking information within the meaning of applicable securities legislation, which reflects AHIP’s current expectations regarding future events. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "budget", "could", "estimate", "expect", "going-in", "intend", "may", "plan", "predict", "project", "will", "would" and similar terms and phrases, including references to assumptions. Such information includes, but is not limited to: the use of proceeds from the Offering, including the potential acquisition, renovation, opening and operation, as applicable, of the New Oak Tree Inns, the Additional Railway Hotels and/or the Additional Other Branded Hotel Portfolios. Actual events or results may differ materially.
Forward-looking information contained in this news release is based on certain key expectations and assumptions made by AHIP, including, without limitation: the acquisition, renovation, opening and successful integration, as applicable, of the New Oak Tree Inns, the Additional Railway Hotels and/or the Additional Other Branded Hotel Portfolios; capitalization rates; fees and reserves; targeted opening dates; locations; appraised values; replacement costs; pro forma leverage; and payout ratios. Although the forward-looking information contained in this news release is based upon what AHIP's management believes to be reasonable assumptions, AHIP cannot assure investors that actual events or results will be consistent with such information. Forward-looking information reflects current expectations of 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. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, and a description of these factors can be found under “Risk Factors” in the Prospectus, "Risk Factors" in AHIP's Annual Information Form dated March 26, 2014 and under “Risks and Uncertainties” in AHIP’s Management's Discussion and Analysis dated May 9, 2014, each of which is available on SEDAR at www.sedar.com.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. The forward-looking information is made as of the date of this news release and AHIP assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
The potential acquisitions of the Additional Railway Hotels and Additional Other Branded Hotel Portfolios described in this news release and the Prospectus are indicative only, as these potential transactions are being evaluated and negotiated with the applicable sellers. In addition, each acquisition, if it proceeds, would be subject to conditions, including satisfactory completion of AHIP’s due diligence and negotiation of formal legal documents. For example, AHIP cautions that there can be no assurance that any transaction will result from the conditional purchase and sale agreements and non-binding letters of intent described in the Prospectus with respect to the Additional Railway Hotels and the Additional Other Branded Hotel Portfolios, or what the terms of such transactions, if any, may be. AHIP undertakes no obligation to update investors on the status of any potential acquisitions described in this news release or the Prospectus unless and until its acquisition due diligence is complete, all other applicable conditions are satisfied or waived and the Board of Directors of AHIP’s general partner has approved the transaction, in each case.
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 the railroad employee accommodation, transportation, and contract-focused lodging sectors. AHIP’s long-term objectives are to: (i) generate stable and growing cash distributions from hotel properties substantially in the U.S.; (ii) enhance the value of its assets and maximize the long-term value of the hotel properties through active management; and (iii) expand its asset base and increase its AFFO per Unit through an accretive acquisition program, participation in strategic development opportunities and improvements to its properties through targeted value-added capital expenditure programs.
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.
For further information, please contact:
Andrew Greig, Investor Relations
American Hotel Income Properties REIT LP
Suite 1660-401 West Georgia Street
Vancouver, BC V6B 5A1
Phone: (604) 633-2857
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