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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):
September 23, 2025
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 |
|
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,”
“our,” “us” and “the Company” refer to Service Properties Trust.
Senior Secured Notes Transaction
On September 23, 2025, we
completed a private offering of $580,155,000 in aggregate principal amount at maturity of zero coupon senior secured notes due 2027, or
the Notes. The net proceeds from the offering were approximately $490.0 million, after giving effect to original issue discount and deducting
the initial purchasers’ discount and estimated transaction fees and expenses. We intend to use the net proceeds from the offering
to fund the redemption in full of all of our outstanding 4.750% senior notes due 2026, or the 2026 Notes, and to reduce amounts outstanding
under our revolving credit facility.
After purchasing the Notes
from us, the initial purchasers offered and sold the Notes only to persons reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act, and outside the United States to non-United States persons
in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or under any state
securities law and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The Notes and the guarantees
thereof were issued under an indenture, dated as of September 23, 2025, or the Indenture, among us, the Subsidiary Guarantors (as defined
below) and U.S. Bank Trust Company, National Association, or U.S. Bank, as trustee and collateral agent.
No cash interest will accrue
on the Notes prior to maturity, unless we elect to exercise the extension option described below. The Notes will have an initial accreted
value of $861.84 per $1,000 principal amount at maturity, which was the offering price of the Notes to investors in the offering. The
accreted value of each Note will increase from the date of issuance until September 30, 2027, the maturity date of the Notes, at a rate
of 7.50% per annum compounded semiannually on March 30 and September 30 of each year, such that the accreted value will equal the principal
amount at maturity of each Note on that date.
We have a one-time option
to extend the maturity date of the Notes by one year, to September 30, 2028, without the consent of the noteholders, subject to the satisfaction
of certain conditions and the payment of an extension fee. Interest on the Notes will accrue from, and including, September 30, 2027 to,
but excluding, September 30, 2028, and will be payable in cash at an initial rate equal to 7.50% per annum, which interest rate will increase
by 25 basis points to 7.75% per annum for the period from, and including, January 30, 2028 to, but excluding, May 30, 2028, and will increase
by an additional 25 basis points to 8.00% per annum for the period from, and including, May 30, 2028 to, but excluding, September 30,
2028.
The Notes are fully and unconditionally
guaranteed on a joint and several basis by (i) newly formed wholly owned subsidiaries, or the TA Landlord Subsidiaries, that are the landlords
with respect to a portfolio of our properties leased to TravelCenters of America Inc., and (ii) all of our subsidiaries that guarantee
our existing senior unsecured notes, or together with the TA Landlord Subsidiaries, collectively, the Subsidiary Guarantors. The Notes
are secured by first-priority liens on the equity interests of the TA Landlord Subsidiaries.
The Notes are subject to certain
restrictive financial and operating covenants, including covenants that restrict our ability to incur debts in excess of calculated amounts,
that require us to maintain certain financial ratios and that restrict certain activities of the TA Landlord Subsidiaries.
The foregoing description of the Notes is not complete and is subject
to and qualified in its entirety by reference to the copy of the Indenture attached hereto as Exhibit 4.1, which is incorporated by reference
herein.
2026 Notes Redemption
In connection with the offering of Notes, on September 16, 2025, we
delivered a notice of redemption to U.S. Bank, as successor trustee to U.S. Bank National Association, with respect to all of our outstanding
2026 Notes for a redemption price equal to the principal amount of $450.0 million, plus accrued and unpaid interest to but excluding the
date of redemption, plus a make-whole premium. This redemption is expected to occur on October 16, 2025. This Current Report on Form 8-K
does not constitute a notice of redemption with respect to the 2026 Notes.
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, the current intentions
with respect to the use of proceeds from the offering of the Notes to fund the redemption in full of all of our outstanding 2026 Notes
and to reduce amounts outstanding under our revolving credit facility may not occur when expected or at all or may be delayed.
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 our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025,
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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 4.1 | | Indenture, dated as of September 23, 2025, between the Company, certain subsidiaries of the Company named therein as guarantors and U.S.
Bank Trust Company, National Association, relating to the Company’s Senior Secured Notes due 2027, including form thereof. |
| 104 | | Cover Page Interactive Data File. (Embedded within the Inline XBRL Document). |
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: September 24, 2025
