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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
February 20, 2026
SERVICE PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 1-11527 |
|
04-3262075 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts |
|
02458-1634 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
617-964-8389
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Shares of Beneficial Interest |
|
SVC |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the terms “we”,
“us” and “our” refer to Service Properties Trust.
Item 8.01. Other Events.
ABS Financing Transaction
On February 20, 2026,
our wholly owned, special purpose bankruptcy-remote, indirect subsidiaries, SVC ABS LLC, SVC 2026 ABS LLC and SVC 2026 TA ABS LLC, or
collectively, the Issuers, entered into a Note Purchase Agreement, or the Note Purchase Agreement, with certain initial purchasers, pursuant
to which the Issuers agreed to sell $745.0 million in aggregate principal amount of Net-Lease Mortgage Notes – Series 2026-1, or,
collectively, the 2026 ABS Notes, to Qualified Institutional Buyers as defined in Rule 144A under the Securities Act of 1933, as amended,
or the Securities Act, and outside the United States in accordance with Regulation S under the Securities Act, and upon certain representations
and warranties made by the initial purchasers in the Note Purchase Agreement. The Note Purchase Agreement also contains customary representations,
warranties and agreements by us and the Issuers.
The 2026 ABS Notes will
bear the following initial principal balance, annual interest rates and expected Standard & Poor’s ratings, respectively:
| Class of 2026 ABS Notes |
Initial Principal Balance |
Annual Interest Rate |
Expected Rating (S&P) |
| Class A |
$220.0 million |
5.157% |
AAA |
| Class B |
$375.0 million |
5.795% |
AA |
| Class M |
$150.0 million |
7.549% |
BBB |
The
Class A 2026 ABS Notes and the Class B 2026 ABS Notes will require monthly principal repayments at an annualized rate of 0.50% and 0.25%
of the balance outstanding, respectively, and the Class M 2026 ABS Notes will require interest payments only until the maturity date.
The 2026 ABS Notes are expected to mature in March 2031 and may be redeemed at par beginning in March 2029. The 2026 ABS Notes will be
non-recourse and will be secured by 472 net lease retail properties owned by the Issuers, including 158 properties being contributed by
us in connection with this transaction, on a pro rata basis with certain net lease mortgage notes with an outstanding principal balance
of approximately $604.3 million and a variable funding note with an outstanding note balance of $45.0 million previously issued by SVC
ABS LLC. The 2026 ABS Notes are expected to be issued on or about March 6, 2026. The
net proceeds from this transaction, after initial purchaser discounts and offering costs, are expected to be approximately $730.0 million
and will be used for the repayment of outstanding debt and general corporate purposes.
Some of the initial purchasers
and their affiliates have engaged in, and may in the future engage in, investment banking, commercial banking, advisory and other dealings
in the ordinary course of business with us. They have received, and may in the future receive, customary fees and commissions for these
engagements.
This Current Report on
Form 8-K does not constitute or form any part of an offer to sell or the solicitation of an offer to acquire, purchase or subscribe for
securities, nor shall there be any sale of the securities described above in any jurisdiction in which their offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. The 2026 ABS Notes
will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in
the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state
securities laws.
2029 Notes Redemption
On February 20, 2026,
we delivered a notice of redemption to U.S. Bank Trust Company, National Association, as trustee, with respect to all of our outstanding
8.375% Senior Guaranteed Unsecured Notes due 2029, for a redemption price equal to the principal amount of $700.0 million, plus accrued
and unpaid interest to, but excluding the date of redemption, plus the applicable premium. This redemption is expected to occur on or
about March 7, 2026. We currently expect to fund this redemption with the proceeds from the ABS financing transaction described above.
Warning Concerning
Forward-Looking Statements
This
Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”,
“anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and
negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are
based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur.
Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors.
For example:
| · | We
expect to issue and deliver the 2026 ABS Notes on or about March 6, 2026. However, the issuance and delivery of the 2026 ABS Notes is
subject to various conditions and contingencies as are customary in note purchase agreements in the United States. If these conditions
are not satisfied or the specified contingencies do not occur, the ABS financing transaction may be delayed or may not be completed;
and |
| · | Our
current intent is to use the proceeds from the offering of the 2026 ABS Notes to redeem the $700.0 million principal amount outstanding
of our 8.375% Senior Guaranteed Unsecured Notes due 2029. However, the receipt and use of the proceeds is dependent on the completion
of the ABS financing transaction and may not occur. |
The
information contained in our filings with the Securities and Exchange Commission, or the SEC, including under the caption “Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in any subsequent Quarterly Reports on Form
10-Q, identifies other important factors that could cause our actual results to differ materially from those stated in or implied by our
forward-looking statements. Our filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue
reliance upon forward-looking statements.
Except
as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events
or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SERVICE PROPERTIES TRUST |
| |
|
|
| |
|
|
| |
By: |
/s/ Brian E. Donley |
| |
Name: |
Brian E. Donley |
| |
Title: |
Chief Financial Officer and Treasurer |
Dated: February 23, 2026
