Park Hotels & Resorts and Chesapeake Lodging Trust Merger Presentation MAY 6, 2019 PK: Waldorf Astoria Orlando CHSP: Hyatt Regency Boston PK: Hilton Hawaiian Village Waikiki Beach Resort
Park’s Track Record Since Spin -Off Superior Results Delivered 50.0% CHSP Merger 46% T otal Return Since Spin-Off Announcement 40.0% MAY 2019 3,400 bps Above Peers (1) 30.0% Returned $2B in Capital 20.0% HNA Secondary Hilton Spin 10.0% Follow-On JAN 2017 MAR 2018 0.0% (10.0%) 1/4/2017 4/20/2017 8/4/2017 11/18/2017 3/4/2018 6/18/2018 10/2/2018 1/16/2019 5/3/2019 Operational Excellence Capital Allocation Balance Sheet ▪ Net Debt/Adjusted EBITDA (3) of 3.9x as of 1Q19; Sector leading RevPAR growth in 2018 and 2019; ▪ ▪ Successfully sold 15 non-core assets for $590M , exceeded peers by 65bps in 2018 and expected to while reducing exposure to international markets maintained Net Debt/2019E Adj. EBITDA within exceed peers by more than 180bps in 2019 (2) to ~1% of Hotel Adjusted EBITDA stated target range of 3x to 5x ▪ Highly successful HNA secondary — buying back ▪ Continuing to narrow the margin gap with peers; ▪ $1B undrawn line of credit 14M shares at $24.85 forecasted to close the gap by an estimated 130bps by year-end 2019 (2) ▪ ▪ Returned $2B of capital to shareholders in the Well-covered dividend with sector leading yield; form of dividends and HNA stock buyback increased recurring dividend from $0.43/share ▪ Increased Group segmentation by 80bps to 32% for to $0.45/share in 2019 Pro Forma Comp Top 25 hotels in 2018 Source: FactSet; data as of May 3, 2019 (1) Peers include all hotel REITs with a market-cap over $1 billion 2 | (2) Excludes CHSP in 2019 (3) Pro Forma for PK hotels owned as of March 31, 2019
1Q19 Performance and Updated 2019 Outlook 1Q19: Strong Operating Results 4.5% 100bps 10.3% 8% 480bps Comp Hotel Increase in Market Comp Group Adj. EBITDA ‘Other Hotels RevPAR Revenues Share Gains Margin Revenues’ (1) Updated 2019 Outlook Metric Updated Guidance Increase Comp RevPAR Growth: +2.5% to +4.5% +50bps Comp EBITDA Margins: +20bps to +80bps +20bps Adjusted EBITDA: $750M to $780M $5M Note: Guidance does not include the impact of the proposed Chesapeake Lodging Trust merger and other future hotel acquisitions or dispositions 3 | (1) Ancillary hotel revenues for our comparable hotels
Experienced Team with Track Record of Creating Value Chairman, President & CEO Tom Baltimore Executive Management EVP, CFO & EVP, Asset EVP, D&C EVP, GC EVP, HR EVP, CIO Treasurer Management Tom Morey Jill Olander Matt Sparks Carl Mayfield Sean Dell’Orto Rob Tanenbaum Senior Management SVP, FP&A SVP, CAO SVP, Strategy SVP, Tax Diem Larsen Darren Robb Ian Weissman Scott Winer Finance: Team is responsible for balance sheet management, financial reporting, forecasting and budgeting (FP&A), tax matters, investor relations and corporate strategy functions, and all capital markets activity Asset Management : Diligent oversight of revenue management initiatives with a core focus on improving operating margin; Optimize food and beverage operations; Responsible for identifying ROI opportunities to improve property level operating performance; Dedicated retail leasing and revenue management functions Design & Construction: Responsible for all capital expenditures including general maintenance, ROI redevelopment projects; Leverage internal design team to yield cost effective and creative capital improvements; Deliver 10%+ yield on invested capital; Centralized procurement Investments : Responsible for sourcing and underwriting single asset and portfolio acquisitions/dispositions 4 |
Strategic Rationale for Merger Unique opportunity to acquire a high-quality, well-maintained portfolio that is strategically consistent with Park’s existing platform CHSP: High RevPAR (2 nd highest among peers) and high margin portfolio in outstanding ◼ physical condition QUALITY 12 of CHSP’s 18 assets are represented in Pro Forma Park’s top 25 assets by 2018 RevPAR ◼ Well-maintained portfolio; CHSP reinvested ~$35k per key over the past 5 years ◼ Increased exposure to San Francisco, expected to be one of the strongest hotel markets over ◼ GEOGRAPHIC the next two years, and penetration into key submarkets (Miami Beach, Downtown LA, Boston, San Diego & Denver) DIVERSITY Reduces Park’s exposure to Hawaii from 24% to 20% of 2018 Pro Forma Hotel Adj. EBITDA (1) ◼ Broadens Park’s brand mix, providing exposure to Marriott, Hyatt and IHG ◼ BRAND & OPERATOR Diversifies Park’s operator mix, adding exposure to 8 new operators, including Marriott, Hyatt ◼ DIVERSITY and other third party operators Outsized organic growth profile positions the combined company for enhanced NAV growth ◼ UPSIDE Opportunity to aggressively asset manage the portfolio to drive higher margins ◼ OPPORTUNITY Source attractive / accretive ROI opportunities, including meeting space expansions and ◼ additional keys Combined portfolio will include 66 hotels in 17 states and D.C. (1) ◼ Combined enterprise value of $12.0B (1) , solidifying Park’s position as the 2nd largest lodging ◼ GROWTH REIT Enhanced liquidity and potential cost of capital advantages ◼ Accretive to Adjusted FFO per share in 2020 and beyond (1) ◼ POSITIVE RevPAR accretive – improves comparable RevPAR from $176 to $182 (3.5%) (1) ◼ FINANCIAL IMPACT Post asset sales, Park maintains a well-capitalized and flexible balance sheet to support ◼ future growth 10 (1) Reflects the following Pro Forma changes – the anticipated sales, prior to the closing of the merger with Chesapeake, of the two Chesapeake New York properties (the 5 | 122-room Hyatt Herald Square New York and the 185-room Hyatt Place New York Midtown South) and three non-core PK legacy hotels that are currently under contract. This pro forma presentation is referred to throughout as “Pro Forma PK” or “Pro Forma Park”, which includes 48 legacy Park ho tels, plus 18 Chesapeake hotels
Transaction Overview Strategic combination creates premier, best-in-class lodging REIT Park to acquire 100% of Chesapeake stock for $2.7B – Consideration of $31.00/share -- 0.628x fixed exchange ratio; $11.00 per share of cash TRANSACTION Pro-forma ownership of ~84% Park / ~16% Chesapeake DETAILS Transaction equates to a 13.9x multiple on 2019E Adjusted EBITDA; 12.7x on 2020E Adjusted EBITDA (1) Park anticipates Chesapeake’s two NYC hotels and three Park hotels being sold at or prior to closing BOARD Park executives maintain existing management positions COMPOSITION & At closing, Park’s Board of Directors will be expanded by two seats to be filled from members of Chesapeake’s Board MANAGEMENT Estimated annual general and administrative cost savings of $17M (current base of $19M) – $9M cash G&A savings / $8M non-cash G&A savings SYNERGIES Potential for $8M of incremental EBITDA in 2020 and $17M in 2021 (2) from asset management initiatives, including grouping up, enhanced food & beverage profitability and increased ancillary income Pro Forma Adjusted FFO per share expected to be accretive in 2020 (2.0%) and 2021 (3.0%+) FINANCIAL Pro Forma Net Debt to Adjusted EBITDA expected to fall to 4.4x when accounting for planned asset sales (3) Park expects to maintain its quarterly dividend of $0.45 per share IMPACT Park continues to have ample liquidity to execute on its strategic initiatives – $1B undrawn Credit Facility Expected closing in late 3Q / early 4Q 2019 TIMING & Requires Chesapeake shareholder approval, regulatory approval and customary closing conditions APPROVALS Park stockholder approval not required (1) Based on Park’s underwriting of Chesapeake 20 -hotels portfolio, inclusive of anticipated synergies (2) Net of incremental property taxes 8 (3) Reflects the following Pro Forma changes – the anticipated sales, prior to the closing of the merger with Chesapeake, of the two Chesapeake New York properties 6 | (the 122-room Hyatt Herald Square New York and the 185-room Hyatt Place New York Midtown South) and three non-core PK legacy hotels that are currently under contract
Transaction Overview Key Elements of the Transaction Phase I : Sale of five non- core assets at or prior to closing including both of Chesapeake’s New York City hotels (the 122-room Hyatt Herald Square New York and the 185-room Hyatt Place New York Midtown Planned South) in addition to three non-core Park hotels located in secondary markets – Gross proceeds from these sales are expected to be approximately $300M Asset Sales Phase II : Post closing, Park plans to sell 2 additional non-core hotels; proceeds expected to be $170 to $180M Park has secured a financing commitment for $1.1B to fund the following: – $0.7B equity cash component – Financing $0.4B repayment of Chesapeake debt (term loan and two mortgages) – Portion of transaction costs Financing commitment to be reduced if assets are sold prior to funding Synergies: 2020: ~ $24M ($17M G&A savings + $8M net (1) Asset Management initiatives) Synergies 2021: ~ $34M ($17M G&A savings + $17M net (1) Asset Management initiatives) $8 to $12M of additional upside: (Ancillary fees, parking, ROI) Chesapeake shareholders expected to receive their normal quarterly dividend payment between signing Misc. and closing 8 7 | (1) Net of incremental property taxes
Recommend
More recommend
