What changed in this filing

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Item 1A. Risk Factors

2021-05-10 compared with 2020-11-09 · 107 added, 131 removed, 0 unchanged (100% of the section changed)

Our business faces many risks, a number of which are described under the caption “Risk Factors” in our 2019 Annual Report.

The COVID-19 pandemic may subject us to additional risks that are described below.

The risks described in our 2019 Annual Report and below may not be the only risks we face.

Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results.

If any of the events or circumstances described in the risk factors contained in our 2019 Annual Report or described below occurs, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline.

Investors and prospective investors should consider the risks described in our 2019 Annual Report and below, and the information contained under the caption “Warning Concerning Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.

Our business, operations, financial results and liquidity have been materially and adversely impacted by the COVID-19 pandemic, and it is not known what the duration of this pandemic will be or what its ultimate adverse impact on us and our business will be, but we expect it will be substantial.

COVID-19 has been declared a pandemic by the World Health Organization, and the U.S.

Health and Human Services Secretary has declared a public health emergency in the United States in response to the outbreak.

The COVID-19 pandemic has had a devastating impact on the global economy, including the U.S.

economy, and has resulted in a global economic recession.

These conditions have materially and adversely impacted our business, operations, financial results and liquidity.

In particular, a variety of factors related to the COVID-19 pandemic have caused, and are expected to continue to cause, a decline in the business and leisure travel and entertainment industries, including, but not limited to, (i) restrictions on travel and public gatherings imposed by governmental entities and employers, (ii) the closure of hotels, restaurants and entertainment venues, (iii) the postponement or cancellation of industry conventions and conferences, music and arts festivals, sporting events and other large public gatherings, (iv) the closure of amusement parks, museums and other tourist attractions, (v) the closure of colleges and universities, and (vi) negative public perceptions of travel and public gatherings in light of the perceived risks associated with the COVID-19 pandemic.

The reduced economic activity resulting from these factors has severely and negatively impacted our hotel operations and our hotels have experienced a large decline in occupancy and revenues.

In addition, some of our tenants at our net lease retail properties have had to close their businesses, and have experienced substantial declines in their businesses.

Some of these tenants have sought rent relief from us and we expect these closures, declines and requests to continue or increase in the future.

The travel centers operated by TA primarily provide goods and services to the trucking industry, and demand for trucking services in the United States generally reflects the amount of commercial activity in the U.S.

When the U.S.

economy declines, demand for goods moved by trucks declines, and in turn demand for the products and services provided at our travel centers typically declines.

Although TA has been recognized as providing services to essential businesses by various governmental authorities, there can be no assurance that such a designation will continue and that, if it does, it will enable TA to avoid adverse effects to its operations and business.

TA has experienced declines in its business activity.

If current economic conditions continue for a prolonged period or worsen, TA’s business may be materially and adversely affected by such continued and increasing decline in economic activities and movement of goods across the United States.

In addition, quarantines, temporary closures of businesses, states of emergencies and other measures taken to curb the spread of COVID-19 may negatively impact the ability of our managers and tenants to continue to obtain necessary goods and services or provide adequate staffing, which may also adversely affect our operating results.

We cannot predict the extent and duration of the COVID-19 pandemic or the severity and duration of its economic impact, but we expect it will be substantial.

Potential consequences of the current unprecedented measures taken in response to the spread of COVID-19 and current market disruptions and volatility affecting us include, but are not limited to:

• the current low market price of our common shares may continue for an indefinite period and could decline further;

• possible significant declines in the value of our properties;

• our inability to accurately or reliably value our portfolio;

• our inability to comply with financial covenants that could result in our defaulting under our debt agreements;

• our maintaining the current reduced rate of distributions on our common shares for an extended period of time or suspending our payment of distributions entirely;

• our failure to pay interest and principal when due under our outstanding debt, which may result in the acceleration of payment for our outstanding debt and our possible loss of our revolving credit facility;

• our inability to access debt and equity capital on attractive terms, or at all;

• further downgrades of our credit ratings by nationally recognized credit rating agencies;

• increased risk of default or bankruptcy of our managers or tenants;

• increased risk of our managers or tenants being unable to weather an extended cessation of normal economic activity and thereby impairing their ability to continue functioning as a going concern and to pay rent and returns to us;

• our inability to sell properties we may identify for sale due to a general decline in business activity and demand for real estate transactions and, as a result, our inability to reduce our leverage;

• our inability to make improvements to our properties due to a construction moratorium or decrease in available construction workers or construction activity, including required inspectors and governmental personnel for permitting and other requirements, and due to our need to maintain our liquidity;

• our managers’ and tenants’ inability to operate our businesses if the health of their respective management personnel and other employees is affected, particularly if a significant number of individuals are negatively impacted;

• reduced economic demand resulting from mass employee layoffs or furloughs in response to governmental action taken to slow the spread of COVID-19, which could impact the continued viability of our managers and tenants and the demand for our hotels, travel centers and retail space.

Further, the extent and strength of any economic recovery after the COVID-19 ends or otherwise, are uncertain and subject to various factors and conditions.

Our and our hotel managers’ and retail-based tenants’ businesses, operations and financial positions may continue to be negatively impacted after the COVID-19 pandemic abates and may remain at depressed levels as compared to prior to the outbreak of the COVID-19 pandemic and those conditions may continue for an extended period.

We have taken several actions in an attempt to address the operating and financial impact from the COVID-19 pandemic, and we continue to assess and explore other actions, but those actions and plans may not be sufficient to avoid continued and potentially increased substantial harm to our business, operations and financial condition.

We have taken several actions in an attempt to address the operating and financial impact from the COVID-19 pandemic, including:

• we have received waivers of compliance with the financial covenants under our credit agreement to ensure we have access to undrawn amounts under such credit facility,

• we reduced our quarterly cash distributions on our common shares to $0.01 per share, a savings of $87.2 million per quarter compared to prior distribution levels,

• we raised $788.2 million of proceeds from the issuance of 7.5% unsecured senior notes due 2025,

• we repurchased $350.0 million principal amount of our $400.0 million of 4.25% senior notes due 2021,

• we raised $72.8 million in net proceeds from asset sales and have entered agreements to sell additional properties for a sales price of $218.8 million,

• we repaid our $400.0 million term loan using undrawn amounts under our revolving credit facility,

• we have prioritized our projected capital improvement spending to projects in progress, maintenance capital and contractual obligations,

• we have been in regular, frequent contact with our hotel managers to implement cost savings measures to minimize losses and preserve liquidity, including agreeing to the closures of certain hotels, the reduction of hotel operating staff and certain other measures, and

• we have communicated with many of our net lease retail tenants regarding their operation of our properties in the current challenging economic conditions, and we have provided deferrals of approximately $13.4 million of rent owed to us that are now required to be payable in installments beginning later this year.

There can be no assurance that these actions or others that we may take will be successful or that they will enable us to maintain sufficient liquidity and withstand the current economic challenges.

We reduced our quarterly rate of distribution on our common shares to $0.01 per share and future distributions may remain at this level for an indefinite period or be eliminated and the form of payment could change.

Beginning in the second quarter of 2020, we reduced our regular quarterly cash distributions rate on our common shares to $0.01 per share and we expect our quarterly distribution to continue at that rate during the New Waiver Period and possibly thereafter subject to REIT tax requirements.

• our ability to make or sustain the rate of distributions may continue to be adversely affected by the negative impact of the COVID-19 pandemic and its aftermath on our business, results of operations and liquidity;

• our making of distributions is subject to compliance with restrictions contained in our credit agreement, including being limited to amounts required to maintain our qualification for taxation as a REIT and $.01 per common share per quarter, and during the continuance of any event of default under our credit agreement, we may be limited or in some cases prohibited from making distributions to our shareholders;

• the timing and amount of any distributions will be determined at the discretion of our Board of Trustees and will depend on various factors that our Board of Trustees deems relevant, including, but not limited to our FFO and Normalized FFO, requirements to maintain our qualification for taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our dividend yield, and to the dividend yield of other REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations.

For these reasons, among others, our distribution rate may not increase for an indefinite period and could be eliminated.

In order to preserve liquidity, we may elect to pay distributions to our shareholders in part in a form other than cash, such as issuing additional common shares of ours to our shareholders, as permitted by the applicable tax rules.

We have exhausted the security deposits and guarantees that our two largest hotel operators have provided to us, which significantly reduces the security of our minimum returns and rents from our hotels, subjects our operating results to potentially significantly increased variability and has given rise to a fundamental altering of our business arrangements with our hotel operators .

We fully utilized the security deposits and exhausted the guarantees provided by IHG and Marriott, which represented 42.7% of our annual minimum returns and rents as of September 30, 2020.

As a result the security of our minimum returns from our hotels has been significantly reduced and the variability of our operating results has been significantly increased.

If our hotel operators are unwilling or unable to fund our minimum returns and rents, we may have the right to terminate our operating agreements with that operator and change the operator of the hotel.

Our agreements with our hotel operators are generally pooled and provide for cross-defaults and termination rights on a portfolio basis.

In that case, a default under one operating agreement, and that operator’s unwillingness or inability to fund shortfalls in our minimum returns or rents, may give rise to a termination of the operating arrangements for the entire portfolio of our hotels operated by that operator.

As a result, our business arrangements with our hotel operators could fundamentally change and those changes may harm us, our business, our results of operations and financial condition.

IHG has defaulted on its payment obligations to us and Marriott has not funded the shortfall between the payments we have received to date and 80% of the cumulative priority returns due to us.

We have provided notices of default and termination of our agreements with IHG and Marriott.

In addition, we do not know how our other hotel operators may address any shortfalls in our minimum returns or rents, particularly under the current economic conditions.

Sonesta’s expected management of a majority of our hotel portfolio may negatively impact the security of our returns and our results of operations.

We expect Sonesta to operate 257 of our 329 hotels which constituted approximately 47.8% of our total historical real estate investments as of September 30, 2020, after we rebrand certain of our Wyndham, Marriott and IHG hotels to Sonesta in the fourth quarter of 2020 and the first quarter of 2021.

Larger more well-known brands have historically generated business based on brand loyalty, rewards programs, economies of scale and other differentiators that Sonesta may not have.

If Sonesta were to fail to provide quality services and amenities or to maintain a quality brand, our income from these properties may be adversely affected.

There can be no assurance that Sonesta will operate the hotels rebranded from Wyndham, IHG or Marriott as effectively or for returns at levels that could otherwise be achieved by Wyndham, IHG or Marriott.

Further, if we were required to replace Sonesta, we could experience significant disruptions in operations at the applicable properties, which could reduce our income and cash flows from, and the value of, those properties.

We have no guarantee or security deposit under our Sonesta agreement.

Accordingly, we may receive amounts from Sonesta that are less than the contractual minimum returns stated in our agreements with Sonesta or we may be requested to fund losses for our Sonesta hotels.

Further, we own a 34% interest in Sonesta.

If Sonesta experiences losses, or requires additional capital, Sonesta may request we fund our share through the contribution of additional capital.

Our investment activities, other than maintenance and any urgent capital expenditures at our existing properties, have been significantly curtailed and we expect that to continue for an indefinite period.

We are not actively pursuing acquisitions at this time.

We are prioritizing capital spending to conserve cash and liquidity.

In addition, the waiver we obtained from our lenders for relief from compliance with certain financial covenants under our credit facility limits our ability to make acquisitions and capital expenditures through the New Waiver Period.

As a result, we will be limited in pursuing investments, which may limit our ability to grow and to act upon opportunities we believe would benefit us.

Further, to the extent we defer capital expenditures, we may be required to make increased capital expenditures in later periods as a result and some of the expenditures may be greater in scope and amount than they may have been if made sooner.

We expect that the sale of hotels and net lease properties that we previously announced an intention to sell will be delayed and could be changed or abandoned, and if we do not sell certain of those hotels by a certain agreed upon date, the manager of those hotels, or our management agreements with them, may change.

We expect that the sales of substantially all of our hotels and net lease properties that we had previously identified for sale will be delayed until later in 2020 or until 2021 as a result of current market conditions.

However, any sales of these hotels or net lease properties may be delayed beyond 2021, they may not occur or, if they do occur, they may be sold at prices less than previously expected and we may realize losses from those hotels.

Our ability to sell these hotels or net lease properties, and the sales prices may continue to be affected by the impact of the COVID-19 pandemic, and we may be unable to execute our strategy.

In addition, if we do not sell or rebrand certain of these hotels by agreed upon dates, our current managers of those hotels may elect not to continue to manage those hotels or may require changes to our management agreements with them in order to agree to continue managing those hotels.

For example, Wyndham currently manages 15 of our hotels and we and Wyndham have agreed to end our relationship.

In addition, we and Marriott agreed to sell 33 of our hotels that Marriott currently manages for us by December 31, 2020.

We currently have 24 Marriott hotels under agreement to sell.

We expect 9 of the 33 Marriott hotels will not be sold and will be rebranded to Sonesta.

We have 15 Wyndham hotels under agreement to sell.

There can be no assurance we will complete any of these sales.

If we do not sell or rebrand these hotels currently managed by Wyndham and Marriott we do not know whether these managers will continue to manage these hotels and, if so, on what terms.

In addition, we previously announced our intention to sell 39 Sonesta branded hotels.

Based on current market conditions, we expect to retain these 39 hotels for the foreseeable future.

Many of our tenants and certain of our hotel managers have requested relief from their obligations to pay us rent and returns in response to the current economic conditions resulting from the COVID-19 pandemic and we may receive additional similar requests in the future;

we have provided certain limited relief in response to these requests and may determine to grant additional relief in the future if we determine it prudent or appropriate to do so.

The current economic conditions resulting from the COVID-19 pandemic have significantly negatively impacted our tenants’ and hotel managers’ businesses, operations and liquidity.

Many of our tenants and certain of our hotel managers have requested relief from their obligations to pay rent and returns due to us.

We have entered into rent deferral agreements with 51 net lease retail tenants with leases requiring an aggregate of $53.4 million of annual minimum rents.

Generally these rent deferrals are for one to four months of rent and were payable by the tenants over a 12 to 24 month period beginning in September 2020.

As of November 6, 2020, we have deferred an aggregate of $13.4 million of rent.

We may receive additional similar requests in the future, and we may determine to grant additional relief in the future, which may vary from the type of relief we have granted to date, and could include more substantial relief, if we determine it prudent or appropriate to do so.

In addition, if our tenants and hotel managers are unable to continue as going concerns as a result of the current economic conditions or otherwise, we will experience a reduction in rents and returns received and we may be unable to find suitable replacement tenants and hotel managers for an extended period or at all and the terms of our agreements with those replacement tenants and hotel managers may not be as favorable to us as the terms of our agreements with our existing tenants and hotel managers.

We may need additional waivers from our lenders in order to avoid defaulting under our credit agreement or public debt agreements and the terms of our current waivers under our credit agreement impose restrictions on our ability to pay distributions, make investments and certain capital improvements and any future waiver may impose similar or additional restrictions.

We have obtained waivers from the lenders under our credit agreement from compliance with its existing financial covenants.

These waivers impose restrictions on our ability to pay distributions, other than as currently contemplated or to maintain our qualification for taxation as a REIT, make investments and make capital improvements.

We may need to obtain an extension or additional waivers from our lenders or noteholders in the future in order to avoid failing to satisfy certain financial covenants under our debt agreements, but our lenders or noteholders are not required to grant any such waiver and may determine not to do so.

If we fail to receive any required waiver, we may be in default under our credit agreement and the lenders could terminate the credit facility and require us to pay our then outstanding borrowings under our credit facility.

Any future waiver we may obtain may impose similar or additional restrictions, which may limit our ability to pay or increase distributions to our shareholders, make investments that we believe we should make and could reduce our ability to pursue business opportunities, grow our business and improve our operating results.

In addition, continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions.

If our operating results and financial condition are significantly negatively impacted by the current economic conditions or otherwise, we may fail to satisfy covenants and conditions under our credit agreement or fail to satisfy our public debt covenants.

We expect the ratio of income available from debt service to debt service coverage could fall below the 1.5x requirement under our public debt covenants in the first quarter of 2021.

We will not be allowed to incur additional debt while this ratio is below 1.5x, which could materially and adversely impact our business, operations, financial results and liquidity.

We do not expect to reduce our debt leverage in accordance with our previously contemplated timing and our debt leverage may remain at or above current levels for an indefinite period.

We previously announced an intention to reduce our debt leverage using proceeds from the planned sales of certain of our hotels.

As noted elsewhere in this Quarterly Report on Form 10-Q, we expect that the sales of these hotels will be delayed, may not occur or, if they do occur, they may be sold at sales prices lower than previously expected.

We expect the delay in these sales will also delay our ability to reduce our debt leverage.

Further, if we realize a lower amount of proceeds from any hotel sales than we previously expected, any corresponding reduction in our debt leverage would be similarly reduced.

In addition, we may elect to incur additional debt in order to ensure that we have sufficient liquidity to manage our business through the current economic conditions and any extended economic downturn or recession that may result.

The COVID-19 pandemic may have significant impacts on workplace practices and those changes could be detrimental to our business.

Temporary closures of businesses and stay-at-home orders and the resulting remote working arrangements for nonessential personnel in response to the COVID-19 pandemic may result in long-term changed work practices that could negatively impact us and our business.

For example, the increased adoption of and familiarity with remote work practices could result in decreased demand for in person meetings.

If that occurred, business travel may decline significantly from levels experienced prior to the outbreak of the COVID-19 pandemic, which could materially and adversely impact our hotels’ operating results and the values of our hotels if we and our hotel managers were not able to offset revenues lost from the decline in business travel.

In addition, certain of our retail tenants’ businesses depend on people gathering in close proximity, including movie theaters, restaurants and fitness centers, among others.

To the extent that social distancing practices that have been adopted in response to the COVID-19 pandemic become sustained practices, those tenants’ businesses are likely to be materially and adversely impacted, which may reduce their ability to pay us rent, increase the likelihood they will default in paying us rent and likely reduce the value of those properties.

There have been no material changes to risk factors from those we previously disclosed in our 2020 Annual Report.

Number Description

3.1 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.

3.2 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.)

3.3 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.)

4.1 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.)

4.2 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.)

4.3 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.)

4.4 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.)

4.5 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.)

4.6 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.)

4.7 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.)

4.8 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 filed on February 4, 2016.)

4.9 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 filed on February 4, 2016.)

4.10 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.)

4.11 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.)

4.12 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.)

4.13 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.)

4.14 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.)

4.15 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.)

4.16 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.)

Number Description

4.17 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.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.)

4.18 Supplemental Indenture, dated as of October 9, 2020, among the Company, Banner NewCo LLC, SVCN 3 LLC and U.S.

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

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)

4.19 Supplemental Indenture, dated as of November 13, 2020, among the Company, SVC Jersey City TRS LLC, SVC Morris Plains TRS LLC, SVC Nanuet TRS LLC, SVC NJ TRS LLC, SVC Randolph Street TRS LLC, SVC Redondo Beach TRS LLC and U.S.

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

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 17, 2020.)

4.20 Supplemental Indenture, dated as of January 29, 2021, among the Company, SVC Gatehall Drive TRS LLC and U.S.

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

(Filed herewith.)

4.21 Tenth Supplemental Indenture, dated as of November 20, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

Bank National Association, relating to the Company’s 5.50% 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, 2020.)

4.22 Supplemental Indenture, dated as of January 29, 2021, among the Company, SVC Gatehall Drive TRS LLC and U.S.

Bank National Association, relating to the Company’s 5.50% Senior Notes due 2027.

(Filed herewith.)

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

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

10.1 First Amendment to Second Amended and Restated Lease Agreement No.

4, dated as of March 9, 2021, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC.

(Filed herewith.)

22.1 List of Subsidiary Guarantors.

(Filed herewith.)

31.1 Rule 13a-14(a) Certification.

(Filed herewith.)

31.2 Rule 13a-14(a) Certification.

(Filed herewith.)

32.1 Section 1350 Certification.

(Furnished herewith.)

101.INS 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.

101.SCH XBRL Taxonomy Extension Schema Document.

(Filed herewith.)

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

(Filed herewith.)

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

(Filed herewith.)

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

(Filed herewith.)

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

(Filed herewith.)

104 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

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

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 1A. Risk Factors