HOT.U American Hotel Income Properties REIT LP

American Hotel Income Properties REIT LP (“AHIP”) (TSX: HOT.UN, TSX: HOT.U, TSX: HOT.DB. V), today announced that the Toronto Stock Exchange (“TSX”) has accepted its notice of intention to make a normal course issuer bid (the “NCIB”).

The notice provides that AHIP may, during the twelve-month period commencing December 30, 2024 and ending December 29, 2025, purchase up to 7,521,189 units of AHIP trading under the symbols HOT.UN and HOT.U (each, a “Unit”), representing 10% of the “public float” (as defined in the TSX Company Manual) as of December 19, 2024. Daily purchases of Units under the NCIB will be limited to 17,803 Units (which is equal to 25% of the average daily trading volume of the Units for the most recently completed six calendar months), subject to the exception for block purchases. As at the date hereof, there are 79,233,573 Units issued and outstanding and 75,211,895 Units in the “public float”.

AHIP believes that its Units are currently trading, or due to market volatility, may trade, in a price range that does not adequately reflect their underlying value based on AHIP’s assets, business prospects and financial position. Accordingly, depending upon future price movements and other factors, AHIP may purchase outstanding Units from time to time, provided that the repurchase of Units at such market prices continue to be an appropriate use of AHIP’s resources and will benefit remaining unitholders by increasing their proportionate equity interest in AHIP.

Purchases subject to the NCIB will be carried out pursuant to open market transactions through the facilities of the TSX, other designated exchanges and/or alternative Canadian trading systems by CIBC World Markets Inc. on behalf of AHIP in accordance with applicable regulatory requirements. All Units purchased by AHIP under the NCIB will be returned to treasury and cancelled. AHIP has not purchased any of its Units within the last 12 months.

AHIP also announced today that in connection with the NCIB, it has entered into an Automatic Securities Purchase Plan (“ASPP”) with a designated broker. The ASPP is intended to allow for the purchase of Units under the NCIB when AHIP would ordinarily not be permitted to purchase Units due to regulatory restrictions and customary self-imposed blackout periods.

Pursuant to the ASPP, AHIP has provided instructions to the designated broker to make purchases under the NCIB in accordance with the terms of the ASPP, which may not be varied or suspended during blackout periods. Such purchases will be determined by the designated broker at its sole discretion based on purchasing parameters set by AHIP in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. Units will be purchased under the ASPP through the facilities of the TSX, other designated exchanges and/or alternative Canadian trading systems. The ASPP has been pre-cleared by the TSX and will be implemented on December 30, 2024, and if not terminated sooner based on the terms of the ASPP, will end on December 29, 2025.

In addition to purchases under the ASPP, outside of pre-determined blackout periods, Units may be purchased under the NCIB based on management’s discretion, in compliance with TSX rules and applicable securities laws. All purchases made under the ASPP will be included in computing the number of Units purchased under the NCIB.

To the knowledge of AHIP, no director or senior officer of AHIP’s general partner, American Hotel Income Properties REIT (GP) Inc. (the “General Partner”) or any associate of any such persons, or any person acting jointly or in concert with AHIP, or any person holding 10% or more of AHIP’s issued and outstanding Units, currently intends to sell Units under the NCIB. However, sales by such persons through the facilities of the TSX or elsewhere may occur if the personal circumstances of any such person change or if any such person makes a decision unrelated to the NCIB.

AHIP’s strategic investor HCI-BGO Victora JB LP (the “Investor”), a joint venture limited partnership of BentallGreenOak Real Estate Advisors LP and Highgate Capital Investments, LP, has provided its consent to the NCIB under the terms of the Investor Rights Agreement between AHIP, the Investor and certain of their respective affiliates, subject to the aggregate purchase price of the Units acquired under the NCIB not exceeding CAD$5.0 million.

ABOUT AMERICAN HOTEL INCOME PROPERTIES REIT LP

American Hotel Income Properties REIT LP (TSX: HOT.UN, TSX: HOT.U, TSX: HOT.DB.V), or AHIP, is a limited partnership formed to invest in hotel real estate properties across the United States. AHIP’s portfolio of premium branded, select-service hotels are located in secondary metropolitan markets that benefit from diverse and stable demand. AHIP hotels operate under brands affiliated with Marriott, Hilton, IHG and Choice Hotels through license agreements. AHIP’s long-term objectives are to build on its proven track record of successful investment, deliver monthly U.S. dollar denominated distributions to unitholders, and generate value through the continued growth of its diversified hotel portfolio. More information is available at www.ahipreit.com.

FORWARD-LOOKING INFORMATION

Certain statements in this news release may constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking information generally can be identified by words such as “anticipate”, “believe”, “continue”, “expect”, “estimates”, “intend”, “may”, “outlook”, “objective”, “plans”, “should”, “will” and similar expressions suggesting future outcomes or events. Forward-looking information includes, but is not limited to, statements made or implied relating to the objectives of AHIP, AHIP’s strategies to achieve those objectives and AHIP’s beliefs, plans, estimates, projections and intentions and similar statements concerning anticipated future events, results, circumstances, performance, or expectations that are not historical facts. Forward-looking information in this news release include, but is not limited to, statements with respect to: AHIP’s intentions and expectations with respect to the NCIB and ASPP and their impact on unitholders; to AHIP’s knowledge, no director or senior officer of the General Partner or any associate of any such persons, or any person acting jointly or in concert with AHIP, or any person holding 10% or more of AHIP’s issued and outstanding Units, having a current intention to sell Units under the NCIB; and AHIP’s stated long-term objectives.

Although the forward-looking information contained in this news release is based on what AHIP’s management believes to be reasonable assumptions, AHIP cannot assure investors that actual results will be consistent with such information. Forward-looking information is based on a number of key expectations and assumptions made by AHIP, including, without limitation: the ability of AHIP to achieve the anticipated benefits of the NCIB; that Units will trade below their value from time to time; that AHIP will complete purchases of Units pursuant to the NCIB and ASPP; no director or senior officer of the General Partner or any associate of any such persons, or any person acting jointly or in concert with AHIP, or any person holding 10% or more of AHIP’s issued and outstanding Units, will sell Units under the NCIB; inflation, labor shortages, and supply chain disruptions will negatively impact the U.S. economy, U.S. hotel industry and AHIP’s business; AHIP will continue to have sufficient funds to meet its financial obligations; AHIP’s strategies with respect to completion of capital projects, liquidity, addressing near-term debt maturities, and divestiture of assets will be successful and achieve their intended effects; AHIP will continue to have good relationships with its hotel brand partners; capital markets will provide AHIP with readily available access to equity and/or debt financing on terms acceptable to AHIP, including the ability to refinance maturing debt as it becomes due on terms acceptable to AHIP; AHIP’s future level of indebtedness and its future growth potential will remain consistent with AHIP’s current expectations; and AHIP will achieve its long term objectives.

Forward-looking information involves significant risks and uncertainties and should not be read as a guarantee of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information, accordingly undue reliance should not be placed on such forward-looking information. Those risks and uncertainties include, among other things, risks related to: the failure to realize the anticipated benefits of the NCIB; the risk that the market price of the Units will be too high to permit purchases under the NCIB and/or ASPP; a failure to execute purchases under the NCIB and ASPP; directors or senior officers of the General Partner, associates of any such persons, persons acting jointly or in concert with AHIP, and persons holding 10% or more of AHIP’s issued and outstanding Units may sell Units under the NCIB if the personal circumstances of any such person change or if any such person makes a decision unrelated to the NCIB; AHIP may not achieve its expected performance levels in 2024 and beyond; inflation, labor shortages, supply chain disruptions; AHIP’s brand partners may impose revised service standards and capital requirements which are adverse to AHIP; AHIP’s strategic initiatives with respect to liquidity, addressing near-term debt maturities and providing AHIP with financial stability may not be successful and may not achieve their intended outcomes; AHIP’s strategies for divesting assets to reduce debt may not be successful; AHIP may not be successful in reducing its leverage; AHIP may not be able to refinance debt obligations as they become due or may do so on terms less favorable to AHIP than under AHIP’s existing loan agreements; general economic conditions and consumer confidence; the growth in the U.S. hotel and lodging industry; prices for AHIP’s units and its debentures; liquidity; tax risks; ability to access debt and capital markets; financing risks; changes in interest rates; the financial condition of, and AHIP’s relationships with, its external hotel manager and franchisors; real property risks, including environmental risks; the degree and nature of competition; ability to acquire accretive hotel investments; ability to integrate new hotels; environmental matters; increased geopolitical instability; and changes in legislation and AHIP may not achieve its long term objectives. Management believes that the expectations reflected in the forward-looking information and financial outlook are based upon reasonable assumptions and information currently available; however, management can give no assurance that actual results will be consistent with the forward-looking information and financial outlook contained herein. Additional information about risks and uncertainties is contained in AHIP’s management’s discussion and analysis for the three and nine months ended September 30, 2024 and 2023, and AHIP’s annual information form for the year ended December 31, 2023, copies of which are available on SEDAR+ at www.sedarplus.com.

The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to AHIP. The forward-looking information is made as of the date of this news release and AHIP assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

For additional information, please contact:

Investor Relationsir@ahipreit.com