Park Hotels & Resorts and Chesapeake Lodging Trust will soon become one, as the two REITs just entered into a definitive merger agreement. Per terms of the deal, Park will acquire Chesapeake in a cash and stock transaction valued at approximately $2.7 billion.
The deal brings together Park’s 51-property portfolio with 10-year-old Chesapeake’s collection of 20 assets—initially. The merger agreement calls for the pre-closing disposition of non-core assets, including three Park properties currently under contract and Chesapeake’s New York holdings, consisting of the 122-key Hyatt Herald Square New York and the 185-key Hyatt Place New York Midtown South, which Chesapeake purchased for $76.2 million in 2013. Once the merger is completed, the combined company will boast ownership of a 35,383-key portfolio of 66 assets spanning 17 states and the District of Columbia. Stars of the collection will include the Hyatt Regency Mission Bay Spa and Marina, a 438-key destination in San Diego, the 403-key W Chicago City Center and the 292-key Royal Palm South Beach Miami, a Tribute Portfolio Resort.
The right move
Many industry experts view the planned Park-Chesapeake merger favorably. “Park is using its improved cost of capital to diversify its portfolio, which has been one of management’s goals since the company’s listing over two years ago. More geographies, more brands, and more operators are all positives,” Michael Bellisario, senior research analyst with Robert W. Baird & Co., told Commercial Property Executive.
As outlined in the agreement, Park will acquire all outstanding shares of Chesapeake, providing Chesapeake shareholders with $11 in cash and 0.628 of a share of Park common stock for each Chesapeake share. And with a $1.1 billion financing commitment from BofA Merrill Lynch, Park is already prepared to fund the $700 million cash component of the deal and repay $400 million of Chesapeake debt. However, even with financing at hand, the plan could take a turn. In a note on the merger agreement, Baird analysts stated, “We believe a competing all-cash bid is possible given that Chesapeake is now ‘in play’ and private equity’s lower cost of capital could lead to some groups sharpening their pencils.”
The Park-Chesapeake merger is on schedule to close in late third-quarter or early fourth-quarter 2019, pending customary closing conditions and the green light from Chesapeake shareholders. The combined company will have an estimated enterprise value of $12 billion and will retain Park’s current distinction of being the second-largest lodging REIT following Host Hotels & Resorts Inc.