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Park Hotels & Resorts Inc. Announces Closing of $725 Million of 5.875% Senior Secured Notes Due 2028

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TYSONS, Va.–()–Park Hotels & Resorts Inc. (“Park” or the “Company”) (NYSE: PK) announced today that certain of its subsidiaries, Park Intermediate Holdings LLC (the “Operating Company”), PK Domestic Property LLC (“PK Domestic LLC”) and PK Finance Co-Issuer Inc. (together with the Operating Company and PK Domestic LLC, the “Issuers”), completed the previously announced offering of $725 million aggregate principal amount of 5.875% senior secured notes due 2028 (the “Notes”). The Notes will pay interest semi-annually in arrears, at a rate of 5.875% per year, and will mature on October 1, 2028. The Notes are guaranteed by Park and certain subsidiaries of the Operating Company that guarantee the Company’s senior credit facilities and existing senior secured notes due 2025. The Notes are secured, subject to permitted liens, by a first priority security interest in all of the capital stock of certain wholly owned subsidiaries of certain of the guarantors and PK Domestic LLC, which collateral also secures the obligations under the Company’s senior credit facilities and existing senior secured notes due 2025 on a first priority basis.

The Issuers used $631 million of the net proceeds of the offering to fully repay the Company’s existing term loan maturing in December 2021 and used the remaining net proceeds to repay $80 million outstanding under the Company’s revolving credit facility (the “Revolver”).

Upon closing of the offering, the Company’s previously announced amendments to its Revolver and $670 million term loan maturing in August 2024 became effective (the “Credit Amendments”). Among other things, the Credit Amendments increase the commitments under the Revolver by $75 million to $1.075 billion, extend the waiver period for the testing of the financial covenants under the credit facilities from the date the financial statements are delivered for the quarter ending June 30, 2021 to the date the financial statements are delivered for the quarter ending March 31, 2022, and extend the maturity of the Revolver from December 2021 to December 2023 with respect to 90.1% of the Revolver commitments. Giving effect to the Notes offering and Credit Amendments, the Company’s total liquidity as of July 31, 2020 would have been $1.7 billion, inclusive of approximately $475 million available for borrowing under its Revolver.

“I am extremely pleased with the execution of our simultaneous Revolver extension, credit facility amendments and successful bond offering,” said Thomas J. Baltimore, Jr., Chairman and CEO of Park. “These concurrent transactions were purposefully designed to further extend our debt maturity profile, provide for incremental liquidity and obtain additional financial covenant relief which will allow us the flexibility to execute our business plan in an environment that continues to be challenging. Moreover, the high participation rate for the Revolver extension, and successful upsizing and pricing of our notes, demonstrates the support for our team’s proactive management during this crisis, our high-quality portfolio, and our ability to diversify our capital sources.”

The Notes and the related guarantees were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Notes were not offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes were offered only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements related to Park’s current expectations regarding the performance of its business, financial results, liquidity and capital resources, the effects of competition and the effects of future legislation or regulations, the expected completion of anticipated dispositions, the declaration and payment of future dividends, and other non-historical statements. Forward-looking statements include all statements that are not historical facts, and in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect its results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors is the potential adverse effect of COVID-19, including possible resurgences, on the Company’s financial condition, results of operations, cash flows and performance, its hotel management companies and its hotels’ tenants, and the global economy and financial markets. The extent to which COVID-19 impacts the Company, its hotel managers, tenants and guests at the Company’s hotels will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its effect, additional closures that may be mandated or advisable even after the reopening of certain of the Company’s hotels on a limited basis, whether due to an increased number of COVID-19 cases or otherwise, and the direct and indirect economic effects of the pandemic and containment measures, among others.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements and Park urges investors to carefully review the disclosures Park makes concerning risk and uncertainties in Item 1A: “Risk Factors” in Park’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and Annual Report on Form 10-K for the year ended December 31, 2019, as such factors may be updated from time to time in Park’s filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Except as required by law, Park undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The Marcus Corporation Announces Pricing of $87 Million Convertible Senior Notes Offering

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MILWAUKEE–()–The Marcus Corporation (NYSE: MCS) (the “Company”) announced today that it priced $87 million aggregate principal amount of its 5.00% Convertible Senior Notes due 2025 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company has also granted the initial purchasers of the Notes an option to purchase, within a thirteen-day period beginning on, and including, the date the Company first issues the Notes, up to an additional approximately $13 million aggregate principal amount of the Notes. The Offering is expected to close on September 22, 2020, subject to customary closing conditions.

The Notes will be senior unsecured obligations of the Company and will bear interest at a rate of 5.00% per annum, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021. The Notes will mature on September 15, 2025, unless earlier repurchased or converted, and the Company will not have the right to redeem the Notes prior to maturity. The initial conversion rate will be 90.8038 shares of the Company’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $11.01 per share of common stock) and is subject to certain customary adjustments under the terms of the Notes. The initial conversion price of the Notes represents a premium of approximately 22.5% to the $8.99 last reported sale price of the Company’s common stock on The New York Stock Exchange on September 17, 2020. Prior to March 15, 2025, the Notes will be convertible at the option of the holders only during certain periods and upon satisfaction of certain conditions. On or after March 15, 2025, the Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock or a combination thereof.

If the Company undergoes certain fundamental changes, holders of the Notes may require the Company to repurchase for cash all or part of their Notes at a purchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a make-whole fundamental change occurs prior to the maturity date, the Company will, under certain circumstances, increase the conversion rate for holders who convert Notes in connection with such make-whole fundamental change.

The Company estimates that the net proceeds from the Offering will be approximately $82.9 million (or approximately $95.5 million if the initial purchasers exercise their option to purchase additional Notes in full) after deducting the initial purchasers’ discount and estimated Offering expenses payable by the Company. The Company intends to use approximately $14.7 million (or approximately $16.9 million if the initial purchasers exercise their option to purchase additional Notes in full) of the net proceeds from the Offering to pay the cost of the capped call transactions described below. The Company intends to use any remaining net proceeds from the Offering for general corporate purposes, which may include repaying amounts under the Company’s revolving credit facility.

In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “capped call counterparties”). The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of such converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions will initially be $17.98 per share of the Company’s common stock, which represents a premium of 100.00% over the last reported sale price of the Company’s common stock on the New York Stock Exchange of $8.99 per share on September 17, 2020, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers of the Notes exercise their option to purchase additional Notes, the Company expects to enter into additional capped call transactions with the capped call counterparties.

In connection with establishing their initial hedges of the capped call transactions, the capped call counterparties have advised the Company that they and/or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s common stock and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the Notes at that time.

In addition, the capped call counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes. This activity could also cause or avoid an increase or a decrease in the market price of the Company’s common stock or the Notes, which could affect the ability of noteholders to convert the Notes, and, to the extent the activity occurs following conversion or during any observation period related to a conversion of the Notes, it could affect the number of shares of the Company’s common stock and value of the consideration that noteholders will receive upon conversion of the Notes.

The Notes and any shares of the Company’s common stock issuable upon conversion of the Notes have not been, and will not be, registered under the Securities Act, or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act.

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any Notes or shares of the Company’s common stock, nor shall there be any offer, solicitation or sale of notes or such common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering may be made only by means of an offering memorandum.

About The Marcus Corporation

Headquartered in Milwaukee, The Marcus Corporation is a leader in the lodging and entertainment industries, with significant company-owned real estate assets. The Marcus Corporation’s theatre division, Marcus Theatres®, is the fourth largest theatre circuit in the U.S. and currently owns or operates 1,110 screens at 91 locations in 17 states under the Marcus Theatres, Movie Tavern® by Marcus and BistroPlex® brands. The Company’s lodging division, Marcus® Hotels & Resorts, owns and/or manages 18 hotels, resorts and other properties in eight states.

Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements concerning the expected closing of the offering, the capped call transactions and the expected use of proceeds from the Offering. Forward-looking statements may generally be identified as such because the context of such statements include words such as we “believe,” “anticipate,” “expect” or words of similar import. These statements involve risks and uncertainties that could cause actual results to differ materially from those that we expect. For information about other potential factors that could affect the Company’s business and financial results, please review the “Risk Factors” described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 17, 2020 and in the Company’s other filings with the SEC. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Camping World Holdings Announces 75% Increase in Special Quarterly Dividend

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LINCOLNSHIRE, IL–()–Camping World Holdings, Inc. (NYSE:CWH) (“Camping World” or the “Company”), America’s leading recreational vehicle and outdoor retailer, today announced that its Board of Directors has approved a 75% increase in the Company’s quarterly special dividend paid to holders of the Company’s Class A Common Stock from $0.08 per share to $0.14 per share, an increase of $0.06 per share on a quarterly basis and $0.24 per share on an annualized basis. The quarterly special dividend represents a portion of excess tax distributions made by CWGS Enterprises, LLC to the Company.

When combined with the Company’s regular quarterly dividend of $0.09 per share, holders of the Company’s Class A Common Stock are expected to receive a total of $0.92 per share in annual dividends.

Marcus Lemonis, Chairman and Chief Executive Officer stated, “This dividend increase is a reflection of our strong financial and cash position, our performance and the continued confidence in our abilities to generate long-term profitable growth and return capital to our shareholders.”

Future declarations of regular quarterly and quarterly special dividends are subject to the determination and discretion of Camping World’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that Camping World’s Board of Directors may deem relevant.

About Camping World Holdings, Inc.

Camping World Holdings, headquartered in Lincolnshire, Illinois, is America’s leading recreational vehicle and outdoor retailer, offering an extensive assortment of recreational vehicles for sale, RV and camping gear, RV maintenance and repair, other outdoor and active sports products, and the industry’s broadest and deepest range of services, protection plans, products and resources. Since the Company’s founding in 1966, Camping World has grown to become one of the most well-known destinations for everything RV, with more than 160 locations in 36 states and a comprehensive e-commerce platform. For more information, visit www.CampingWorld.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Camping World and other matters. All statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding our future results of operations and financial position, our capital return strategy, and expected dividend payments are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘anticipates,’’ ‘‘could,’’ ‘‘intends,’’ ‘‘targets,’’ ‘‘projects,’’ ‘‘contemplates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential’’ or ‘‘continue’’ or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should carefully consider the risks and uncertainties that affect our business, including the important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed for the year ended December 31, 2019, as updated in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and our other reports filed with the SEC. These forward-looking statements speak only as of the date of this communication. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and filings with the Securities and Exchange Commission.

The Marcus Corporation Announces Launch of $87 Million Convertible Senior Notes Offering

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MILWAUKEE–()–The Marcus Corporation (NYSE: MCS) (the “Company”) announced today that it intends to offer (the “Offering”), subject to market conditions and other factors, $87 million aggregate principal amount of convertible senior notes due 2025 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also intends to grant the initial purchasers of the Notes an option to purchase, within a thirteen-day period beginning on, and including, the date the Company first issues the Notes, up to an additional approximately $13 million aggregate principal amount of the Notes.

The Notes will be senior unsecured obligations of the Company and will accrue interest payable semiannually in arrears. The Notes will mature on September 15, 2025, unless earlier repurchased or converted. Prior to March 15, 2025, the Notes will be convertible at the option of the holders only during certain periods and upon satisfaction of certain conditions. On or after March 15, 2025, the Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock or a combination thereof. The interest rate, conversion rate and other terms of the Notes will be determined at the time of pricing of the Notes.

The Company intends to use a portion of the net proceeds of the Offering to pay the cost of the capped call transactions described below. If the initial purchasers exercise their option to purchase additional Notes, the Company intends to use a portion of the net proceeds from the sale of the additional Notes to pay the cost of entering into additional capped call transactions. The Company intends to use the remaining net proceeds from the Offering to repay amounts under its revolving credit facility to the extent the net proceeds from the Offering exceed certain repayment covenant thresholds under its credit agreement and for general corporate purposes, which may include repaying additional amounts under the Company’s revolving credit facility.

In connection with the pricing of the Notes, the Company expects to enter into privately negotiated capped call transactions with certain of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “capped call counterparties”). The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The strike price and cap price of the capped call transactions and the premium paid will be determined at the time of pricing of the Notes. If the initial purchasers exercise their option to purchase additional Notes, the Company expects to enter into additional capped call transactions with the capped call counterparties.

In connection with establishing their initial hedges of the capped call transactions, the capped call counterparties have advised the Company that they and/or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s common stock and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the Notes concurrently with, or shortly after, the pricing of the Notes.

In addition, the capped call counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes. This activity could also cause or avoid an increase or a decrease in the market price of the Company’s common stock or the Notes, which could affect the ability of noteholders to convert the Notes, and, to the extent the activity occurs following conversion or during any observation period related to a conversion of the Notes, it could affect the number of shares of the Company’s common stock and value of the consideration that noteholders will receive upon conversion of the Notes.

The Notes and any shares of the Company’s common stock issuable upon conversion of the Notes have not been, and will not be, registered under the Securities Act, or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act.

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any Notes or shares of the Company’s common stock, nor shall there be any offer, solicitation or sale of notes or such common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Offering may be made only by means of an offering memorandum.

About The Marcus Corporation

Headquartered in Milwaukee, The Marcus Corporation is a leader in the lodging and entertainment industries, with significant company-owned real estate assets. The Marcus Corporation’s theatre division, Marcus Theatres®, is the fourth largest theatre circuit in the U.S. and currently owns or operates 1,110 screens at 91 locations in 17 states under the Marcus Theatres, Movie Tavern® by Marcus and BistroPlex® brands. The Company’s lodging division, Marcus® Hotels & Resorts, owns and/or manages 18 hotels, resorts and other properties in eight states.

Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements concerning the proposed terms of the Notes and the capped call transactions, the completion, timing and size of the proposed Offering and capped call and the anticipated use of proceeds from the Offering. Forward-looking statements may generally be identified as such because the context of such statements include words such as we “believe,” “anticipate,” “expect” or words of similar import. These statements involve risks and uncertainties that could cause actual results to differ materially from those that we expect. For information about other potential factors that could affect the Company’s business and financial results, please review the “Risk Factors” described in the Company’s Annual Report on Form 10-K for the year ended December 26, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 25, 2020 filed with the Securities and Exchange Commission (the “SEC”) and in the Company’s other filings with the SEC. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as required by law.

OneSpaWorld Announces Leadership Appointments

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NASSAU, Bahamas–()–OneSpaWorld Holdings Limited (NASDAQ: OSW) (“OneSpaWorld,” or the “Company”), the pre-eminent global provider of health and wellness services and products on-board cruise ships and in destination resorts around the world, announced today that Susan Bonner is expected to join the Company as Chief Commercial Officer on October 12, 2020. In this newly created position, Ms. Bonner will be part of the executive leadership team and have global responsibility for overseeing the successful direction, planning and execution of all aspects of OneSpaWorld’s revenue and operating initiatives to further accelerate the Company’s growth plan.

Ms. Bonner has over 20 years of experience in the cruise line sector and is a seasoned executive with a proven track record and significant background in strategy, revenue management, operations management, sales, and marketing. In her most recent role as Managing Director and Vice President, APAC Region for Celebrity Cruises, a subsidiary of Royal Caribbean Group, Ms. Bonner developed strategic plans, executed operational initiatives, and established critical partnerships, among other responsibilities. Previously, she served in global leadership roles at Royal Caribbean Group and its five brands, including Managing Director and Vice President, Australia and New Zealand and Vice President, Revenue Management and Onboard Revenue for Celebrity Cruises. Prior to her time with Royal Caribbean, she served with Norwegian Cruise Line and Seabourn Cruise Line. Ms. Bonner began her career at KPMG Consulting.

The Company also announced that Glenn Fusfield, Chief Executive Officer and member of the Board of Directors, informed the Company of his intention to retire effective March 31, 2021 after 20 years of service. Glenn will continue to serve as an independent member of the Board of Directors following his retirement and Leonard Fluxman, Executive Chairman and previous Chief Executive Officer of the Company from 2001 through 2018, is expected to assume the title of Chief Executive Officer once again. Upon joining the Company, Ms. Bonner will report to Mr. Fusfield, and following his retirement as Chief Executive Officer, she will report to Mr. Fluxman.

“We are thrilled to have attracted Susan to OneSpaWorld and believe now is the opportune time to expand our leadership team to support the significant growth opportunities that lie ahead for our Company,” commented Mr. Fluxman. “Susan is a highly accomplished and regarded executive in the cruise line industry. Her proven track record and experience developing and implementing innovative strategies to drive revenue will be highly valuable to us, as we continue to elevate our spa service offerings, enhance our exceptional guest experiences, and collaborate with our cruise line and resort partners.”

Mr. Fluxman continued, “Glenn has been a partner and friend for more than 20 years and I will truly miss our collaboration upon his retirement. I look forward to working with Glenn to transition his responsibilities over the next several months and continuing to benefit from his wisdom while he remains a member of our Board of Directors.”

Marc Magliacano, OneSpaWorld Board member and Managing Partner of L Catterton, stated: “I believe Susan Bonner is the perfect choice as Chief Commercial Officer and comes to OneSpaWorld at the right time, as elevating innovation and the customer experience are even more critical due to COVID-19. We are delighted to have Susan join the executive team in implementing the strategy that builds upon our current initiatives and allows OneSpaWorld to achieve an even higher level of growth and profitability in the future.”

Mr. Magliacano commented further: “For 20 years, Glenn has been integral to shaping OneSpaWorld into the preeminent leader it is today. I am pleased that Glenn will remain as a Director following his retirement so that we can continue to benefit from his strategic insights, strong relationships and enthusiasm for our business and strategy.”

Glenn Fusfield commented: “After 20 years of my life committed to working with the wonderful and talented associates of OneSpaWorld, it’s with mixed emotions that I announce my retirement. I am incredibly proud of everything the Company and our team has accomplished together and I am honored to have served in this leadership role. In the near term, my focus will be on working with Leonard, Susan and the entire team at OneSpaWorld to ensure a seamless transition. Upon my retirement, I look forward to supporting OneSpaWorld as a member of the Board of Directors. I have no doubt that the best years remain ahead for the Company.”

Susan Bonner commented: “I am excited to join OneSpaWorld, as I have long admired the Company’s management team, enviable market position and advantageous operating platform. I look forward to leveraging the Company’s deep relationships with cruise line and resort partners to further our partner engagement, our service and product offerings, and our extraordinary guest experiences. And, I am thrilled to have this opportunity to work with OneSpaWorld’s team to further bolster its dominant market share and tap the many opportunities ahead for our business.”

About OneSpaWorld

OneSpaWorld is one of the largest health and wellness services companies in the world. OneSpaWorld’s distinguished spas offer guests a comprehensive suite of premium health, wellness, fitness and beauty services, treatments, and products, currently onboard 172 cruise ships and at 66 destination resorts around the world. OneSpaWorld holds a leading market position within the international leisure market built upon its exceptional service standards, expansive global recruitment, training and logistics platforms, and a history of service and product innovation that has enhanced its guests’ personal care experiences while vacationing for over 50 years.

On March 19, 2019, OneSpaWorld completed a series of mergers pursuant to which OSW Predecessor, comprised of direct and indirect subsidiaries of Steiner Leisure Ltd., and Haymaker Acquisition Corp. (“Haymaker”), a special purpose acquisition company, each became indirect wholly owned subsidiaries of OneSpaWorld. Haymaker is the acquirer and OSW Predecessor the predecessor, whose historical results have become the historical results of OneSpaWorld.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” or the negative or other variations thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of the Company, including projected financial information (which is not audited or reviewed by the Company’s auditors), and the future plans, operations and opportunities for the Company and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: the impact of the COVID-19 pandemic on our business and our results of operation and liquidity for the foreseeable future; the demand for the Company’s services together with the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors or changes in the business environment in which the Company operates; changes in consumer preferences or the market for the Company’s services; changes in applicable laws or regulations; the availability or competition for opportunities for expansion of the Company’s business; difficulties of managing growth profitably; the loss of one or more members of the Company’s management team; loss of a major customer and other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports) filed with the SEC. The Company cautions that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.

Park Hotels & Resorts Inc. Announces Upsizing and Pricing of Senior Secured Notes Offering

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TYSONS, Va.–()–Park Hotels & Resorts Inc. (“Park” or the “Company”) (NYSE: PK) announced today that certain of its subsidiaries, Park Intermediate Holdings LLC (the “Operating Company”), PK Domestic Property LLC (“PK Domestic LLC”) and PK Finance Co-Issuer Inc. (together with the Operating Company and PK Domestic LLC, the “Issuers”), priced an offering of $725 million aggregate principal amount of 5.875% senior secured notes due 2028 (the “Notes”) at a price equal to 100% of face value. The Notes will pay interest semi-annually in arrears, at a rate of 5.875% per year, and will mature on October 1, 2028. The Notes will be guaranteed by Park and certain subsidiaries of the Operating Company that guarantee the Company’s senior credit facilities and existing senior secured notes due 2025. The Notes will be secured, subject to permitted liens, by a first priority security interest in all of the capital stock of certain wholly owned subsidiaries of certain of the guarantors and PK Domestic LLC, which collateral also secures the obligations under the Company’s senior credit facilities and existing senior secured notes due 2025 on a first priority basis.

The offering has been upsized from the previously announced amount of $650 million. The Issuers intend to use the proceeds of the offering to repay the Company’s existing $631 million term loan maturing in December 2021 in full and to use any remaining proceeds to repay amounts outstanding under the Company’s revolving credit facility. The Issuers anticipate that consummation of the offering will occur on September 18, 2020, subject to customary closing conditions.

The Notes and the related guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act, and it is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements related to Park’s current expectations regarding the performance of its business, financial results, liquidity and capital resources, the effects of competition and the effects of future legislation or regulations, the expected completion of anticipated dispositions, the declaration and payment of future dividends, and other non-historical statements. Forward-looking statements include all statements that are not historical facts, and in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect its results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors is the potential adverse effect of COVID-19, including possible resurgences, on the Company’s financial condition, results of operations, cash flows and performance, its hotel management companies and its hotels’ tenants, and the global economy and financial markets. The extent to which COVID-19 impacts the Company, its hotel managers, tenants and guests at the Company’s hotels will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its effect, additional closures that may be mandated or advisable even after the reopening of certain of the Company’s hotels on a limited basis, whether due to an increased number of COVID-19 cases or otherwise, and the direct and indirect economic effects of the pandemic and containment measures, among others.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements and Park urges investors to carefully review the disclosures Park makes concerning risk and uncertainties in Item 1A: “Risk Factors” in Park’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and Annual Report on Form 10-K for the year ended December 31, 2019, as such factors may be updated from time to time in Park’s filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Except as required by law, Park undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

RLJ Lodging Trust Announces Dividends for Third Quarter of 2020

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BETHESDA, Md.–()–RLJ Lodging Trust (the “Company”) (NYSE: RLJ) today announced that its Board of Trustees has declared a quarterly cash dividend of $0.01 per common share of beneficial interest. The dividend is payable on October 15, 2020, to shareholders of record as of September 30, 2020.

The Board of Trustees also declared a quarterly cash dividend of $0.4875 on the Company’s Series A Preferred Shares. The dividend is payable on October 30, 2020, to shareholders of record as of September 30, 2020.

About Us

RLJ Lodging Trust is a self-advised, publicly traded real estate investment trust that owns primarily premium-branded, high-margin, focused-service and compact full-service hotels. The Company’s portfolio consists of 103 hotels with approximately 22,570 rooms, located in 23 states and the District of Columbia and an ownership interest in one unconsolidated hotel with 171 rooms.

Forward Looking Statements

The following information contains certain statements, other than purely historical information, including estimates, projections, statements relating to the Company’s business plans, objectives and expected operating results, measures being taken in response to the COVID-19 pandemic, and the impact of the COVID-19 pandemic on our business, and the assumptions upon which those statements are based, that are “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 are identified by the use of the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “will,” “will continue,” “intend,” “should,” or similar expressions. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and the Company’s actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: the current global economic uncertainty and a worsening of global economic conditions or low levels of economic growth; the duration and scope of the COVID-19 pandemic and its impact on the demand for travel and on levels of consumer confidence; actions governments, businesses and individuals take in response to the pandemic, including limiting or banning travel; the impact of the COVID-19 pandemic and actions taken in response to the pandemic on global and regional economies, travel, and economic activity; the pace of recovery when the COVID-19 pandemic subsides; the effects of steps we and our third party management partners take to reduce operating costs; increased direct competition, changes in government regulations or accounting rules; changes in local, national and global real estate conditions; declines in the lodging industry, including as a result of the COVID-19 pandemic; seasonality of the lodging industry; risks related to natural disasters, such as earthquakes and hurricanes; hostilities, including future terrorist attacks or fear of hostilities that affect travel; the Company’s ability to obtain lines of credit or permanent financing on satisfactory terms; changes in interest rates; access to capital through offerings of the Company’s common and preferred shares of beneficial interest, or debt; the Company’s ability to identify suitable acquisitions; the Company’s ability to close on identified acquisitions and integrate those businesses; and inaccuracies of the Company’s accounting estimates. Given these uncertainties, undue reliance should not be placed on such statements. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The Company cautions investors not to place undue reliance on these forward-looking statements and urge investors to carefully review the disclosures the Company makes concerning risks and uncertainties in the sections entitled “Risk Factors,” “Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report, as well as risks, uncertainties and other factors discussed in other documents filed by the Company with the Securities and Exchange Commission.

For additional information or to receive press releases via email, please visit our website: http://www.rljlodgingtrust.com

Pebblebrook Hotel Trust Declares Dividends for Third Quarter 2020

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BETHESDA, Md.–()–Pebblebrook Hotel Trust (NYSE: PEB) (the “Company”) today announced that its Board of Trustees has authorized, and the Company has declared, a quarterly cash dividend of $0.01 per common share of beneficial interest, to be paid on October 15, 2020 to shareholders of record as of September 30, 2020 (the “Record Date”).

The Board of Trustees also authorized, and the Company has declared, regular quarterly cash dividends on the Company’s preferred shares of beneficial interest as follows, each of which will be paid on October 15, 2020 to shareholders of record as of the Record Date:

  • $0.40625 per 6.50% Series C Cumulative Redeemable Preferred Share;
  • $0.39844 per 6.375% Series D Cumulative Redeemable Preferred Share;
  • $0.39844 per 6.375% Series E Cumulative Redeemable Preferred Share; and
  • $0.39375 per 6.30% Series F Cumulative Redeemable Preferred Share.

About Pebblebrook Hotel Trust

Pebblebrook Hotel Trust (NYSE: PEB) is a publicly traded real estate investment trust (“REIT”) and the largest owner of urban and resort lifestyle hotels in the United States. The Company owns 53 hotels, totaling approximately 13,200 guest rooms across 14 urban and resort markets with a focus on the west coast gateway cities. For more information, visit www.pebblebrookhotels.com and follow us at @PebblebrookPEB.

This press release contains certain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” references to “outlook” or other similar words or expressions. These forward-looking statements relate to the payment of the dividends. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy and the supply of hotel properties, and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained at the Investor Relations section of the Company’s website at www.pebblebrookhotels.com.

All information in this press release is as of September 15, 2020. The Company undertakes no duty to update the statements in this press release to conform the statements to actual results or changes in the Company’s expectations.

For additional information or to receive press releases via email, please visit our website at www.pebblebrookhotels.com.

Camping World Holdings, Inc. Announces Long-Term Goals, Initiatives, and 2021 Outlook

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LINCOLNSHIRE, IL–()–In conjunction with Camping World Holdings, Inc. (NYSE: CWH) (the “Company”) 2020 Investor Presentation conference call on Tuesday, September 15, 2020 at 11:00 a.m. Central Time, the Company has released an informational video and slide presentation that is available on the Investor Relations section of the Company’s website, which contains its long-term goals, initiatives and 2021 outlook highlights, of which are outlined below:

  • The Company believes it can grow adjusted EBITDA in the mid-single digits over the next 5 years, with a goal of generating more than $500 million in Adjusted EBITDA1 in 2021, up from a projected range of $460 to $490 million in 2020. Annually, the Company is targeting a minimum Adjusted EBITDA margin1 of 7.5% and SG&A expenses as a percentage of gross profit of approximately 68% (excluding non-cash stock based compensation).
  • The Company’s goal is to have a net leverage ratio of less than 2.0x by December 31, 2020.
  • Currently each of the Company’s 2.1 million Good Sam Members generate average annual revenue of approximately $1,850. The Company’s goal is to grow both its file size and average revenue per member by 10% in the next 36 months.
  • The Company has launched proprietary technology this year called the Good Sam RV Valuator. This technology leverages over 15 years of internal data and a proprietary algorithm to generate fair market values of all used RV inventory. The Company believes this could benefit its used vehicle revenue growth by up to an additional 5% annually.
  • The Company plans to launch a new peer-to-peer RV rental marketplace in the spring of 2021. The Company believes this platform will expand the RV community, provide Good Sam Members an opportunity to yield a return on their RV investment, generate opportunities to source used inventory, and introduce the breadth of products offered by the Company to a larger consumer base.
  • The Company plans to launch a mobile service marketplace in the spring of 2021 that allows Good Sam Members to schedule service appointments and request immediate support from independent repair centers and mobile service providers. In exchange for a monthly fee, independent repair centers and mobile service providers will be provided a platform to join the network. This marketplace embodies the philosophy of supporting the RV enthusiast, which is shared by our Good Sam Park Network and Good Sam Roadside Assistance.
  • The Company is committed to investing heavily in product development that continues to create more efficient, more responsible, light weight, innovative and tech-savvy products both with RV’s and the products that complement them.

An informational video and slide presentation containing the Company’s future goals and initiatives can be found on the Investor Relations section of the Company’s website, under the Events and Presentation section at: https://investor.campingworld.com/events-and-presentations/event-details/2020/Investor-Day/.

Investors, analysts and other individuals are encouraged to watch the informational video and review the slide deck presentation ahead of the Company’s 2020 Investor Presentation conference call at 11:00 a.m. Central Time on Tuesday, September 15, 2020. The 2020 Investor Presentation conference call will be hosted by Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, and will consist of a brief discussion of the Company’s future goals and initiatives outlined in this press release and a question and answer session.

Investors, analysts and other individuals interested in participating in the Company’s 2020 Investor Presentation Conference Call may do so by dialing 1-877-407-0792 (international callers please dial 1-201-689-8263) approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will also be available online at: https://investor.campingworld.com/events-and-presentations/default.aspx.

About Camping World

Camping World Holdings, Inc. (together with its subsidiaries) is America’s largest retailer of RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966. We strive to build long-term value for our customers, employees, and shareholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of programs and services uniquely enables us to connect with our customers as stewards of the RV enthusiast community and the RV lifestyle.

For more information, visit www.CampingWorld.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements about our business plans and goals, our expectations regarding market potential, our future financial results, demand for our products, our liquidity and working capital, capital allocation priorities, our growth strategy, new technology initiatives, our plans and our beliefs regarding our competitive position and prospects for the future. These forward-looking statements are based on management’s current expectations.

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: risks related to the COVID-19 pandemic and its impact on our business, financial results and financial condition; our ability to execute and achieve the expected benefits of our 2019 Strategic Shift; the availability of financing to us and our customers; fuel shortages or high prices for fuel; the success of our manufacturers; general economic conditions in our markets; changes in consumer preferences; competition in our industry; risks related to acquisitions and expansion into new markets; our failure to maintain the strength and value of our brands; our ability to manage our inventory; fluctuations in our same store revenue; the cyclical and seasonal nature of our business; our dependence on the availability of adequate capital and risks related to our debt; our reliance on four fulfillment and distribution centers; natural disasters, including epidemic outbreaks; risks associated with selling goods manufactured abroad; our dependence on our relationships with third party suppliers; our ability to retain senior executives and attract and retain other qualified employees; risks associated with leasing substantial amounts of space; regulatory risks; data privacy and cybersecurity risks; risks related to our intellectual property; the impact of ongoing or future lawsuits against us and certain of our officers and directors; and risks related to our organizational structure.

These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed for the year ended December 31, 2019, as updated in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA margin are not measurements of financial performance prepared in accordance with GAAP. A reconciliation for the Company’s Adjusted EBITDA and Adjusted EBITDA margin goals to the corresponding GAAP measures on a forward-looking basis cannot be provided without unreasonable efforts.

_____________________________________
1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See “Non-GAAP Financial Measures” at the end of this release for additional information.

Park Hotels & Resorts Inc. Provides Business Update

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TYSONS, Va.–()–Park Hotels & Resorts Inc. (“Park” or the “Company”) (NYSE: PK) today provided an operational and liquidity update.

Highlights

  • Reopened 14 hotels since June, increasing the total number of hotels open to 46 of 60 hotels (77%), or 59% of total room count;
  • Occupancy improved to 32.3% for Park’s 33 consolidated hotels open during the entirety of July and 38.8% for Park’s 37 consolidated hotels open during the entirety of August;
  • Initiated permanent property-level full-time staff reductions, representing expected future annual savings of $50 million to $70 million throughout the portfolio based on 2019 operations; continuing its efforts to remove costs from the hotel operating model;
  • Agreed to an increase in aggregate commitments under the revolving credit facility (the “Revolver”) and near-term liquidity by $75 million to $1.075 billion and agreed to extend $901 million of the aggregate commitments for two years to December 2023; and
  • Agreed to amend its bank credit facilities to obtain additional financial covenant relief and increase its carve out for acquisitions funded with equity proceeds from $500 million to $1 billion, among other amended provisions.

Thomas J. Baltimore, Jr., Chairman and Chief Executive Officer, stated, “I am extremely pleased with the progress we have made on many fronts as we continue to navigate this crisis. Over the past couple of months, we have opened additional hotels and experienced better than expected results through July and August, and we have begun to quantify and execute on cost-savings initiatives as we work with our operating and brand partners to reposition the operating model. Additionally, we have completed an amendment process with our lending partners to extend our revolving credit facility by two years, further improving our liquidity position and providing us additional flexibility as we look to turn the corner and pursue opportunities as they develop in the coming months. I would like to personally thank all of our partners and stakeholders for their efforts in support of Park as we weather this global pandemic.”

Hotel Reopening Update

  • Reopened 10 hotels in July, 2 hotels in August and 2 hotels to date in September;
  • Expects to reopen an additional 12 hotels during the 4th quarter, increasing the total number of open hotels to 58, or 97% of the portfolio room count, with the remaining 2 suspended hotels expected to open in Q1 2021;
  • The current status of Park’s hotels as of September 14, 2020 is as follows:
Consolidated Hotels
Status   Number of
Hotels		   Total
Rooms		   Rooms
Suspended		   Rooms
Available		  

Percentage of
Rooms
Suspended
Open  

39

  

15,365

  

3,397

  

11,968

  

22%
Operations suspended  

                 14

  

          13,566

  

13,566

  

—

  

100%
Total  

53

  

28,931

  

16,963

  

        11,968

  

59%
         
Unconsolidated Hotels
Status   Number of
Hotels		   Total
Rooms(1)		   Rooms
Suspended		   Rooms
Available		  

Percentage of
Rooms

Suspended
Open  

7

  

4,297

  

1,682

  

2,615

  

39%
Operations suspended  

—

  

—

  

—

  

—

  

—% 
Total  

                   7

  

  4,297

  

            1,682

  

          2,615

  

39%
  1. Includes total number of rooms at unconsolidated hotels.

Operational Update

  • The below table reflects changes in Pro-forma ADR, Occupancy and RevPAR for each month in 2020 compared to the same period in 2019 and Pro-forma Occupancy for 2020 for all of Park’s current 53 consolidated hotels during each month presented:

 

  

Change in
Pro-forma ADR

 

 

Change in
Pro-forma Occupancy

 

 

  

Change in
Pro-forma RevPAR

 

 

Pro-forma
Occupancy

 

January

  

(1.0

)%

 

1.6

%

pts

  

1.2

%

 

73.8

%

February

  

(0.7

)

 

0.9

 

 

  

0.4

 

 

79.2

 

March

  

(10.1

)

 

(49.4

)

 

  

(63.8

)

 

33.3

 

April

  

(47.0

)

 

(80.9

)

 

  

(97.6

)

 

3.9

 

May

  

(54.1

)

 

(79.9

)

 

  

(97.3

)

 

4.9

 

June

  

(36.5

)

 

(78.5

)

 

  

(93.0

)

 

9.7

 

July

  

(31.7

)

 

(71.3

)

 

  

(88.3

)

 

14.7

 

August

  

(38.1

)

 

(65.5

)

 

  

(85.4

)

 

20.3

 
  • The below table reflects changes in Pro-forma ADR, Occupancy and RevPAR for each month in 2020 compared to the same period in 2019 and Pro-forma Occupancy for 2020 for consolidated hotels open during the entirety of each month presented:

 

 

Number of
Consolidated
Hotels Open

 

Change in
Pro-forma
ADR

 

 

Change in
Pro-forma
Occupancy

 

 

 

Change in
Pro-forma
RevPAR

 

 

Pro-forma
Occupancy

 

January

 

53

 

(1.0

)%

 

1.6

%

pts

  

1.2

%

 

73.8

%

February

 

53

 

(0.7

)

 

0.9

 

 

  

0.4

 

 

79.2

 

March

 

25

 

(13.2

)

 

(44.9

)

 

  

(60.9

)

 

36.9

 

April

 

18

 

(41.8

)

 

(72.1

)

 

  

(90.3

)

 

14.4

 

May

 

18

 

(49.7

)

 

(65.7

)

 

  

(88.1

)

 

20.4

 

June

 

22

 

(48.6

)

 

(58.5

)

 

  

(82.5

)

 

30.2

 

July

 

33

 

(24.3

)

 

(53.4

)

 

  

(71.5

)

 

32.3

 

August

 

37

 

(28.6

)

 

(42.2

)

 

  

(65.8

)

 

38.8

 
  • Park’s estimated hotel level break-even occupancy is 35% to 40%, assuming a 15% to 20% decrease in ADR compared to the comparable period in 2019. For the month of July 2020, the Company had 11 hotels reach operational break-even levels (inclusive of one unconsolidated joint venture hotel).

Liquidity Update

Park had cash and cash equivalents of $1,248 million, including $35 million of restricted cash as of July 31, 2020. Park’s actual monthly average burn rate during the second quarter of 2020 was $59 million based on operations during that period and was reduced to $51 million during July 2020. With current total liquidity of $1.5 billion, including the $0.3 billion of available capacity remaining under the Company’s revolving credit facility, and a burn rate of approximately $50 million per month, which takes into account current operations from both open and suspended hotels and uses an accrual-based methodology, Park estimates it currently has approximately two and a half years of liquidity available to meet its financial obligations.

This estimate does not take into account capital expenditures (which were reduced by 75% in 2020 to approximately $4 million per month) or any possible alternative sources of revenue that may arise, any hotel property dispositions for the remainder of the year or payment of cash dividends or other distributions not already declared and paid in 2020, if any. This estimate also does not take into account the impact of the amendments to the credit facility as discussed further below. The estimated burn rate has not been reduced by any amount available to Park under existing or future debt facilities, or proceeds from issuance of any additional debt, equity or equity-linked securities.

Park continues to take proactive measures to reduce the near-term burn rate, including deferral of payments, hiring freezes and other cost reduction measures.

Credit Facility Amendments

Park announced today that it has entered into further amendments (the “September Credit Amendments”) to its Revolver, its $631 million term loan due December 2021 (the “2016 Term Loan”) and its existing $670 million term loan (the “2019 Term Loan”). The effectiveness of the September Credit Amendments is subject to certain conditions, including the prepayment in full of the 2016 Term Loan using the proceeds of certain permitted capital markets transactions (such effective date, the “Amendments Effective Date”).

The September Credit Amendments will increase the commitments under the Revolver by $75 million to $1.075 billion, extend the waiver period for the testing of the financial covenants from the date the financial statements are delivered for the quarter ending June 30, 2021 to the date the financial statements are delivered for the quarter ended March 31, 2022, and extend the maturity of the Revolver to December 2023 with respect to 90.1% of the Revolver commitments as of the Amendments Effective Date.

Key terms of the September Credit Amendments include the following:

  • Increase in the commitments under the Revolver by $75 million to $1.075 billion;
  • Extension of the Revolver maturity date from December 2021 to December 2023 with respect to $901 million of the commitments under the Revolver as of the Amendments Effective Date, including all $75 million of the increased Revolver commitments;
  • Extension of the existing waiver period for testing of the financial covenants, providing covenant relief until the date the financial statements are delivered for the first quarter of 2022, unless earlier terminated by Park at its discretion;
  • Extension of the temporary periods for which certain financial covenants are adjusted once quarterly testing of financial covenants resumes;
  • Increase of mandatory repayment carve out for equity issuances from $500 million to $1 billion, so long as proceeds from the issuances are used for capex and hotel acquisitions which become part of the unencumbered pool;
  • Existing guarantees by certain Park-affiliated entities remain in place until repayment of the Revolver and 2019 Term Loan and existing pledges of equity interests in Park-affiliated entities owning certain unencumbered assets remain in place during the extended waiver period and until the ratio of net debt to EBITDA falls below 6.50x for two consecutive quarters;
  • Extension of minimum liquidity covenant through December 2022 and adjustment to include, through December 24, 2021, 50% of the Revolver commitments that mature in December 2021;
  • Addition of ability to pay a $0.01 per share per fiscal quarter dividend during the extended waiver period; and
  • Modifications to certain restrictions and covenants for the duration of the extended waiver period, including certain mandatory prepayments.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements related to Park’s current expectations regarding the effectiveness of the September Credit Amendments, the performance of its business, financial results, liquidity and capital resources, the effects of competition and the effects of future legislation or regulations, the expected completion of anticipated dispositions, the declaration and payment of future dividends, and other non-historical statements. Forward-looking statements include all statements that are not historical facts, and in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect its results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors is the potential adverse effect of COVID-19, including possible resurgences, on the Company’s financial condition, results of operations, cash flows and performance, its hotel management companies and its hotels’ tenants, and the global economy and financial markets. The extent to which COVID-19 impacts the Company, its hotel managers, tenants and guests at the Company’s hotels will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its effect, additional closures that may be mandated or advisable even after the reopening of certain of the Company’s hotels on a limited basis, whether due to an increased number of COVID-19 cases or otherwise, and the direct and indirect economic effects of the pandemic and containment measures, among others.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements and Park urges investors to carefully review the disclosures Park makes concerning risk and uncertainties in Item 1A: “Risk Factors” in Park’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and Annual Report on Form 10-K for the year ended December 31, 2019, as such factors may be updated from time to time in Park’s filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Except as required by law, Park undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

About Park

Park is the second largest publicly traded lodging REIT with a diverse portfolio of market-leading hotels and resorts with significant underlying real estate value. Park’s portfolio currently consists of 60 premium-branded hotels and resorts with over 33,000 rooms primarily located in prime city center and resort locations. Visit www.pkhotelsandresorts.com for more information.

PARK HOTELS & RESORTS INC.

DEFINITIONS

Occupancy

Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels. Room nights available to guests have not been adjusted for suspended or reduced operations at certain of our hotels as a result of COVID-19, unless otherwise noted. Occupancy measures the utilization of the Company’s hotels’ available capacity. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help management determine achievable Average Daily Rate (“ADR”) levels as demand for rooms increases or decreases.

Average Daily Rate

ADR represents rooms revenue divided by total number of room nights sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the hotel industry, and management uses ADR to assess pricing levels that the Company is able to generate by type of customer, as changes in rates have a more pronounced effect on overall revenues and incremental profitability than changes in occupancy, as described above.

Revenue per Available Room

Revenue per Available Room (“RevPAR”) represents rooms revenue divided by the total number of room nights available to guests for a given period. Room nights available to guests have not been adjusted for suspended or reduced operations at certain of our hotels as a result of COVID-19. Management considers RevPAR to be a meaningful indicator of the Company’s performance as it provides a metric correlated to two primary and key factors of operations at a hotel or group of hotels: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods.

References to RevPAR and ADR are presented on a currency neutral basis (prior periods are reflected using current period exchange rates), unless otherwise noted.

Pro-forma

The Company presents certain data for its consolidated hotels on a pro-forma hotel basis as supplemental information for investors: Pro-forma RevPAR, Pro-forma Occupancy and Pro-forma ADR. The Company presents pro-forma hotel results to help the Company and its investors evaluate the ongoing operating performance of its hotels. The Company’s pro-forma metrics exclude results from property dispositions and include results from property acquisitions as though such acquisitions occurred on January 1, 2019.