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Item 2. Unregistered Sales of Equity Securities

2020-08-10 compared with 2020-05-11 · 115 added, 3 removed, 8 unchanged (94% of the section changed)

1 unchanged sentence

Issuer purchases of equity securities.

The following table provides information about our purchases of our equity securities during the quarter ended March 31, 2020 :

The following table provides information about our purchases of our equity securities during the quarter ended June 30, 2020 :

Calendar Month

3 unchanged sentences

Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

February 2020

These common share withholdings and purchases were made to satisfy the tax withholding and payment obligations of certain of our current and former officers and certain other current and former RMR LLC employees in connection with awards of our common shares and the vesting of those awards and prior awards of common shares to them.

These common share withholdings and purchases were made to satisfy the tax withholding and payment obligations of a certain of former officer and employee of RMR LLC in connection with awards of our common shares and the vesting of those awards and prior awards of common shares to him.

We withheld and purchased these shares at their fair market value based upon the trading price of our common shares at the close of trading on Nasdaq on the purchase date.

Composite Copy of Amended and Restated Declaration of Trust, dated as of August 21, 1995, as amended to date.

(Incorporated by reference to the Company’s Post-Effective Amendment No.

2 to Registration Statement on Form S-3, filed on July 15, 2020, File No.

Composite Copy of Amended and Restated Declaration of Trust, dated as of August 21, 1995, as amended to date (marked copy).

(Incorporated by reference to the Company’s Post-Effective Amendment No.

2 to Registration Statement on Form S-3, filed on July 15, 2020, File No.

Articles Supplementary to the Declaration of Trust of the Company, dated June 10, 2020.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 10, 2020.)

Amended and Restated Bylaws of the Company, adopted effective September 23, 2019.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 23, 2019.)

Form of Common Share Certificate.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.)

Indenture, dated as of February 25, 1998, between the Company and State Street Bank and Trust Company.

(Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.)

Supplemental Indenture No.

14, dated as of August 16, 2012, between the Company and U.S.

Bank National Association, relating to the Company’s 5.000% Senior Notes due 2022, including form thereof.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.)

Supplemental Indenture No.

15, dated as of June 6, 2013, between the Company and U.S.

Bank National Association, relating to the Company’s 4.500% Senior Notes due 2023, including form thereof.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.)

Authentication Order, dated January 13, 2017, from the Company to U.S.

Bank National Association, relating to the Company’s 4.500% Senior Notes due 2023.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.)

Supplemental Indenture No.

16, dated as of March 12, 2014, between the Company and U.S.

Bank National Association, relating to the Company’s 4.650% Senior Notes due 2024, including form thereof.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.)

Supplemental Indenture No.

17, dated as of September 12, 2014, between the Company and U.S.

Bank National Association, relating to the Company’s 4.50% Senior Notes due 2025, including form thereof.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.)

Indenture,dated as of February 3, 2016, between the Company and U.S.

Bank National Association.

(Incorporated by reference to the Company’s Current Report on Form 8-K dated February 4, 2016.)

First Supplemental Indenture, dated as of February 3, 2016, between the Company and U.S.

Bank National Association, relating to the Company’s 4.25% Senior Notes due 2021, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K dated February 4, 2016.)

Second Supplemental Indenture, dated as of February 3, 2016, between the Company and U.S.

Bank National Association, relating to the Company’s 5.25% Senior Notes due 2026, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K dated February 4, 2016.)

Third Supplemental Indenture, dated as of January 13, 2017, between the Company and U.S.

Bank National Association, relating to the Company’s 4.950% Senior Notes due 2027, including form thereof.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.)

Fourth Supplemental Indenture, dated as of October 26, 2017, between the Company and U.S.

Bank National Association, relating to the Company’s 3.950% Senior Notes due 2028, including form thereof.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.)

Fifth Supplemental Indenture, dated as of February 2, 2018, between the Company and U.S.

Bank National Association, relating to the Company’s 4.375% Senior Notes due 2030, including form thereof.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)

Sixth Supplemental Indenture, dated as of September 18, 2019, between the Company and U.S.

Bank National Association, relating to the Company’s 4.350% Senior Notes due 2024, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2019.)

Seventh Supplemental Indenture, dated as of September 18, 2019, between the Company and U.S.Bank National Association, relating to the Company’s 4.750% Senior Notes due 2026, including form thereof.(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2019.)

Eighth Supplemental Indenture, dated as of September 18, 2019, between the Company and U.S.

Bank National Association, relating to the Company’s 4.950% Senior Notes due 2029, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2019.)

Ninth Supplemental Indenture, dated as of June 17, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

Bank National Association, relating to the Company’s 7.50% Senior Notes due 2025, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 18, 2020.)

Supplemental Indenture, dated as of July 15, 2020, among the Company, Highway Ventures Properties Trust, HPTWN Properties Trust, HPT Suite Properties Trust, SVCN 2 LLC and U.S.

Bank National Association, relating to the Company’s 7.50% Senior Notes due 2025.

(Filed herewith.)

Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust), Barry M.

Portnoy and Adam D.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)

Summary of Trustee Compensation.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 10, 2020.)

Pledge Amendment, dated as of May 22, 2020, among the Company, Banner NewCo LLC, Highway Ventures Borrower LLC and Highway Ventures Properties Trust.

(Filed herewith.)

Pledge Amendment, dated as of June 15, 2020, by Banner NewCo LLC.

(Filed herewith.)

Pledge Supplement No.

1, dated as of June 15, 2020, between HPT TA Properties Trust and Wells Fargo Bank, National Association.

(Filed herewith.)

Pledged Interest Release Letter, dated as of June 17, 2020, between the Company and Wells Fargo Bank, National Association.

(Filed herewith.)

Letter Agreement, dated as of June 1, 2020, among the Company, HPT IHG PR, Inc., HPT State Street TRS LLC, HPT TRS IHG-2 Inc., HPT TRS State Street LLC, IHG Management (Maryland) LLC, InterContinental Hotels Group (Canada), Inc., InterContinental Hotels Group Resources, Inc., InterContinental Hotels (Puerto Rico), Inc., KHRG Allegro, LLC, KHRG State Street, LLC and Kimpton Hotel & Restaurant Group, LLC.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 1, 2020.)

Notice of Event of Default and Termination, dated as of July 23, 2020, by the Company to Intercontinental Hotels (Puerto Rico) Inc., Intercontinental Hotels Group Resources, Inc., IHG Management (Maryland) LLC, Intercontinental Hotels Group Canada, Inc., KHRG Allegro, LLC, Kimpton Hotel & Restaurant Group, LLC, and KHRG State Street, LLC.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 24, 2020.)

Notice of Additional Event of Default, dated as of August 4, 2020, by the Company to Intercontinental Hotels (Puerto Rico) Inc., Intercontinental Hotels Group Resources, Inc., IHG Management (Maryland) LLC, Intercontinental Hotels Group Canada, Inc., KHRG Allegro, LLC, Kimpton Hotel & Restaurant Group, LLC, and KHRG State Street, LLC.

(Filed herewith.)

List of Subsidiary Guarantors.

(Filed herewith.)

Rule 13a-14(a) Certification.

(Filed herewith.)

Rule 13a-14(a) Certification.

(Filed herewith.)

Section 1350 Certification.

(Furnished herewith.)

Purchase Agreement, dated as of June 28, 2020, between the Company and TravelCenters of America Inc.

(Filed herewith.)

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

XBRL Taxonomy Extension Schema Document.

(Filed herewith.)

XBRL Taxonomy Extension Calculation Linkbase Document.

(Filed herewith.)

XBRL Taxonomy Extension Definition Linkbase Document.

(Filed herewith.)

XBRL Taxonomy Extension Label Linkbase Document.

(Filed herewith.)

XBRL Taxonomy Extension Presentation Linkbase Document.

(Filed herewith.)

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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 thereunto duly authorized.

SERVICE PROPERTIES TRUST

President and Chief Executive Officer

August 7, 2020

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

August 7, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities