RICHMOND, Va. – September 2, 2016 – Apple Hospitality REIT, Inc. (NYSE: APLE) (“Apple Hospitality”) announced today the completion of its previously announced merger with Apple REIT Ten, Inc. (“Apple Ten”). The combination with Apple Ten’s highly complementary portfolio of 56 hotels creates one of the largest upscale, select service lodging REITs in the industry valued at approximately $5.7 billion. On August 31, 2016, the shareholders of Apple Hospitality approved the issuance of common shares to shareholders of Apple Ten pursuant to the definitive merger agreement dated April 13, 2016, as amended, and the Apple Ten shareholders approved the merger agreement, the related plan of merger, the merger and the other transactions contemplated thereby at their respective special meetings.
As a result of the merger, each outstanding unit of Apple Ten (consisting of one common share of Apple Ten and one Series A preferred share of Apple Ten) was exchanged for combined consideration of $1.00 in cash and 0.522 Apple Hospitality common shares, and each Apple Ten Series B convertible preferred share received the same consideration on an as-converted basis. Apple Hospitality issued approximately 48.7 million of its common shares and paid approximately $93.4 million as consideration in the merger. Apple Hospitality also assumed or repaid all of Apple Ten’s outstanding debt at closing, approximately $257 million.
The common shares of Apple Hospitality will continue to trade under the ticker symbol “APLE” on the New York Stock Exchange.
Justin G. Knight, Apple Hospitality’s President and Chief Executive Officer, said, “We are excited to have significantly grown our platform of leading Hilton and Marriott branded select service hotels, while preserving our conservative capital structure. The merger further strengthens our presence in key markets and expands our geographic footprint to include locations in 96 MSAs throughout 33 states. This acquisition highlights our team’s disciplined approach to growth and focus on shareholder value and we welcome Apple Ten shareholders to Apple Hospitality.”
2016 Outlook
To reflect the acquisition of Apple Ten, the Company is updating its operational and financial outlook for 2016. This outlook, which is based on management’s current view of both operating and economic fundamentals of the Company’s existing portfolio of hotels, does not take into account any unanticipated developments in its business or changes in its operating environment, nor does it take into account any unannounced hotel acquisitions or dispositions.
For the full year 2016, the Company anticipates:
2016 Guidance Low-End High- End Comparable Hotels RevPAR Growth(1) 2.0% 4.0% Adjusted EBITDA(2) $370 Million $390 Million (1) Comparable Hotels currently includes the 236 hotels owned by the Company as of September 1, 2016 (after giving effect to the acquisition of Apple Ten). For hotels acquired (including Apple Ten) during the periods noted, the Company has included, as applicable, results of those hotels for periods prior to the Company's ownership, and for dispositions, results have been excluded for the Company's period of ownership. Results included for periods prior to the Company's ownership are based on information from the prior owner of each hotel at the time of acquisition and have not been audited or adjusted. (2) Includes anticipated results for Apple Ten for the period September 1, 2016 – December 31, 2016. The Company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its operating performance: Earnings before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA (“Adjusted EBITDA”). EBITDA is a commonly used measure of performance in many industries. The Company believes EBITDA is useful to investors because it helps the Company and its investors evaluate the ongoing operating performance of the Company by removing the impact of its capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization). In addition, certain covenants included in the Company’s indebtedness use EBITDA, as defined in the specific credit agreement, as a measure of financial compliance. The Company considers the exclusion of certain additional items from EBITDA (Adjusted EBITDA) useful, including (i) the exclusion of transaction costs and gains or losses from sales of real estate as these do not represent ongoing operations and (ii) the exclusion of non-cash straight-line ground lease expense as this expense does not reflect the underlying performance of the related hotels. Although EBITDA and Adjusted EBITDA, as calculated by the Company, may not be comparable to EBITDA and Adjusted EBITDA, as reported by other companies that do not define such terms exactly as the Company defines such terms, the Company believes these supplemental measures are useful to investors when comparing the Company’s results between periods and with other REITs.
