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What changed 10-Q

Item 2. Unregistered Sales of Equity Securities

2022-11-03 compared with 2022-08-04 · 36 added, 22 removed, 118 unchanged (33% 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 June 30, 2022:

The following table provides information about our purchases of our equity securities during the quarter ended September 30, 2022:

Calendar Month Number of Shares Purchased (1)

Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

April 2022 478 $ 7.94 $ — $ —

(1) These common share withholdings and purchases were made to satisfy the tax withholding and payment obligations of a former employee of RMR in connection with the vesting of awards of our common shares we previously made to such former employee.

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

September 2022 68,371 $ 6.71 $ — $ —

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

We withheld and purchased these shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the purchase dates.

Number Description

8 unchanged sentences

(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.

4.2 Indenture, dated as of February 25, 1998, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association, as successor trustee to 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.)

1 unchanged sentence

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

2 unchanged sentences

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

2 unchanged sentences

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

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

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association) .

4 unchanged sentences

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

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

Bank Trust Company, National Association (as successor in interest to 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.)

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

Bank Trust Company, National Association (as successor in interest to 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.)

Number Description

4.15 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 Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

4.16 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 Trust Company, National Association (as successor in interest to 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.)

Number Description

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

4.18 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 Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

4.20 Supplemental Indenture, dated as of July 8, 2021, among the Company, SVCN 1 LLC, SVCN 4 LLC and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

4.21 Supplemental Indenture, dated as of October 28, 2021, among the Company, SVC Minneapolis TRS LLC and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

4.22 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 Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

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

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

4.24 Supplemental Indenture, dated as of July 8, 2021, among the Company, SVCN 1 LLC, SVCN 4 LLC and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

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

1 unchanged sentence

4.25 Supplemental Indenture, dated as of October 28, 2021, among the Company, SVC Minneapolis TRS LLC and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

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

2 unchanged sentences

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

10.1 Service Properties Trust Amended and Restated 2012 Equity Compensation Plan.

(Inc or porated by reference to the Company ’ s C urrent Report on Form 8-K filed on June 16, 2022 .)

10.2 Summary of Trustee Compensation.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 16, 2022.

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

1, dated as of May 6, 2022, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC.

10.1 Sixth Amendment to Amended and Restated Credit Agreement, dated as of October 4, 2022, among Service Properties Trust, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 5, 2022).

10.2 Form of Share Award Agreement.

(Filed herewith.)

10.4 Representative Form of Amended and Restated Management Agreement among Sonesta International Hotels Corporation, Cambridge TRS, Inc., HPT CY TRS, Inc., HPT TRS IHG-2, Inc.

and HRP TRS MRP, Inc.

(Sale Hotels) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022) .

(Schedules thereto filed herewith.) (Schedule of applicable agreements filed herewith.)

10.5 Amended, Restated and Consolidated Pooling Agreement for Sale Hotels, dated as of January 1, 2022, among Sonesta International Hotels Corporation, certain subsidiaries of the Company named therein as owners and certain subsidiaries of Sonesta International Hotels Corporation named therein as managers.

(Sale Hotels) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022).

(Schedules thereto filed herewith.)

22.1 List of Subsidiary Guarantors.

6 unchanged sentences

(Filed herewith.)

Number Description

31.4 Rule 13a-14(a) Certification.

5 unchanged sentences

(Filed herewith.)

Number Description

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

10 unchanged sentences

President and Chief Investment Officer

August 4, 2022

November 3, 2022

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

August 4, 2022

November 3, 2022

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.