Agrees to Purchase Two Additional U.S. East Coast Hotels
BOSTON, MA, Dec. 3, 2013 /CNW/ - Plymouth Realty Capital Corp.
("Plymouth") (TSXV: PH.P), a capital pool company, announces today that
it has entered into an assignment of an existing hotel purchase and
sale agreement dated as of December 2, 2013 to purchase a "Hampton Inn"
branded hotel property located in New Jersey (the "Initial Property")
for a purchase price of approximately US$8.5 million, excluding closing
costs and adjustments and funding for brand mandated property
improvement plan, as its "Qualifying Transaction" (as that term is
defined in TSX Venture Exchange ("TSXV") Policy 2.4 - Capital Pool Companies). Plymouth intends to satisfy the purchase price from the proceeds of
a new mortgage financing on the Initial Property in the principal
amount of approximately US$6.5 million, with the remainder of the
purchase price to be paid in cash from the proceeds of the concurrent
Financing (as defined below). Including the property improvement plan
funding and closing costs and adjustments, the aggregate cost to
Plymouth for the Initial Property is approximately US$10.3 million.
The seller (the "Initial Property Seller") of the Initial Property is
Flemington Investors, LP, a Pennsylvania limited partnership, which is
unrelated to Plymouth or any of its directors and officers. As such,
the acquisition will not be a Non-Arm's Length Qualifying Transaction
(as that term is defined in TSXV Policy 2.4) and approval of the
Plymouth shareholders will not be required. The directors, officers
and senior management of Plymouth will remain unchanged upon completion
of the acquisition of the Initial Property.
Plymouth has entered into an engagement letter with M Partners Inc.
pursuant to which M Partners has agreed to, among other things, act as
lead agent with respect to an equity private placement financing (the
"Financing"), on a commercially reasonably best efforts basis, to be
undertaken by Plymouth in order to fund, at a minimum, the cash portion
of the above-noted purchase price, and depending on the market
conditions, to fund the acquisition of two additional U.S. hotel
properties noted below.
On closing of the acquisition of the Initial Property, Plymouth
anticipates meeting the "Tier 2" initial listing requirements of the
TSXV. Closing is currently anticipated to be in the first quarter of
The acquisition of the Initial Property is intended to form part of a
series of transactions which will cumulate in the effective conversion
of Plymouth into a real estate investment trust with an internalized
executive management platform. It is also anticipated that an
effective share consolidation will occur as part of such conversion.
Additional Proposed Hotel Purchases
Plymouth also announces that it has entered into two other assignments
of existing hotel purchase and sale agreements dated as of December 2,
2013 to purchase two additional "Hampton Inn" branded hotel properties
located in Florida and Massachusetts (the "Additional Properties", and
together with the Initial Property, the "Properties") for an aggregate
purchase price of approximately US$18.45 million, excluding closing
costs and adjustments and funding for brand mandated property
improvement plans. Plymouth intends to satisfy the aggregate purchase
price from the proceeds of new mortgage financing on the Additional
Properties in the aggregate principal amount of approximately US$13.3
million, with the remainder of the aggregate purchase price to be paid
in cash from any excess proceeds raised from the Financing not required
to close the Initial Property. Including the property improvement plan
funding and closing costs and adjustments, cash proceeds of
approximately US$2.5 million and US$5.2 million are required to close
the Florida hotel acquisition and the Massachusetts hotel acquisition
respectively. If there is insufficient excess cash proceeds from the
Financing to fund the cash portion of the aggregate purchase price for
the Additional Properties, then Plymouth may choose to either close on
the Florida hotel acquisition only or neither at all, but it cannot
choose to close on the Massachusetts hotel acquisition only.
The seller of the Florida Property is Oikon Hotels Niceville, LLC, a
limited liability company governed by Florida laws, and the seller of
the Massachusetts Property is Toole Properties 2006 Inc., a corporation
governed by Massachusetts law. Both sellers are not related to
Plymouth or any of its directors and officers, nor are they related to
the Initial Property Seller or to each other.
Assessment and Description of the Properties
Independent appraisals are being obtained to determine the market value
of the Initial Property as well as the Additional Properties.
The following table highlights information about the Properties:
Upscale Limited Service
Upscale Limited Service
Hampton Inn & Suites
Upscale Limited Service
Note: LTM = last 12 months ended October 31, 2013. See also "Non-IFRS
The following table highlights selected unaudited financial information
about the Properties as at and for the year ended December 31, 2012:
Total Operating Expenses
Income from Operations
As of the date hereof, Plymouth has 6,525,000 common shares issued and
outstanding, 652,500 incentive options exercisable at $0.10 per share
and 353,250 agent's options exercisable at $0.10 per share. Upon
completion of the acquisition of the Initial Property, as well as the
Additional Properties, the capitalization of Plymouth will give effect
to the Financing and the new mortgage financings being obtained by
Plymouth is expected to enter into property management arrangements with
Oxford Hotels & Resorts, LLC ("Oxford") pursuant to which Oxford will
become the property manager of the Properties. Oxford is not related to
any of Plymouth's directors and officers. Oxford will be entitled to
receive a 4% fee for its property management services calculated on the
basis of the Properties' aggregate gross revenue.
Conditions of Completion
The acquisition of the Initial Property, as well as the Additional
Properties, will be subject to receipt of all necessary regulatory and
other approvals, including the TSXV as well as the mortgage lenders and
the brand owner. For clarity, the acquisition of the Initial Property
is not conditional upon the acquisition of the Additional Properties.
In addition, the acquisition of the Properties is subject to certain
closing conditions, including completion of satisfactory due diligence
and the Financing.
Sponsorship of a qualifying transaction of a capital pool company is
required by the TSXV unless an exemption from the sponsorship
requirement is available. Plymouth intends to seek a waiver from the
TSXV of the sponsorship requirement but if such waiver is not obtained,
Plymouth will then retain a qualified sponsor.
Plymouth's common shares are currently halted and Plymouth anticipates
they will remain halted until the documentation required by the TSXV
for the proposed transaction can be provided to the TSXV.
Plymouth is currently designated as a Capital Pool Company by the TSXV.
The company has not commenced commercial operations and has no assets
other than cash. Upon completion of its "Qualifying Transaction",
Plymouth intends to carry on business as an owner and operator of hotel
real estate properties located in the United States and at an
appropriate time in the future, intends to carry on such business as a
real estate investment trust with an internalized executive management
Cautions Regarding Future Plans and Forward Looking Information
Completion of the proposed transaction is subject to a number of
conditions, including but not limited to TSXV acceptance and if
applicable pursuant to TSXV requirements majority of the minority
approval. Where applicable, the transaction cannot close until the
required shareholder approval is obtained. There can be no assurance
that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the transaction, any information released or received with respect
to the proposed transaction may not be accurate or complete and should
not be relied upon. Trading in the securities of Plymouth should be
considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of
this press release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking information within the
meaning of Canadian securities laws. Such information includes,
without limitation, information regarding the completion of the
proposed transaction and the business strategies of Plymouth. Although
Plymouth believes that such information is reasonable, it can give no
assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as:
believe, expect, anticipate, intend, estimate, postulate and similar
expressions, or are those, which, by their nature, refer to future
events. Plymouth cautions investors that any forward-looking
information provided by Plymouth is not a guarantee of future results
or performance, and that actual results may differ materially from
those in forward looking information as a result of various factors,
including, but not limited to: Plymouth's ability to complete the
proposed transaction; the state of the real estate sector in the event
the proposed transaction is completed; recent market volatility;
Plymouth's ability to secure the necessary financing or to be fully
able to implement its business strategies and other risks and factors
that Plymouth is unaware of at this time. The reader is referred to
Plymouth's initial public offering prospectus and other continuous
disclosure documents for a more complete discussion of risk factors
relating to Plymouth and their potential effects, copies of which may
be accessed through Plymouth's page on SEDAR at www.sedar.com. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall there by any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
This press release uses the term "NOI", which stands for net operating
income. NOI is not a measure recognized under IFRS and does not have a
standardized meaning prescribed by IFRS. It is a supplemental measure
of performance for issuers. Plymouth believes that NOI is an important
measure of operating performance and is useful in assessing the
company's property operating performance on an unlevered basis. The
IFRS measurement most directly comparable to NOI is net income and NOI
should not be construed as an alternative to net income determined in
accordance with IFRS as an indicator of the company's performance.
SOURCE: Plymouth Realty Capital Corp.
For further information:
please contact Jeff Witherell, CEO of Plymouth Realty Capital Corp. at (617) 340-3826.