Service Properties Trust — Capital/Financing Update 2009

Jun 19, 2009

8-K 1 a09-9720_58k.htm 8-K

*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): June 18, 2009 *(* June 18, 2009)

*HOSPITALITY 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.)
400 Centre Street, Newton, Massachusetts	02458
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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*Item 8.01. Other Events.*

On June 18, 2009, Hospitality Properties Trust, or the Company, priced an underwritten public offering of 17,500,000 common shares of beneficial interest. The Company expects to issue and deliver these shares on or about June 24, 2009. The public offering price was $11.50 per share. The Company expects to use the $192 million of net proceeds of the offering (after estimated expenses and underwriters’ commissions) to repay amounts outstanding under the Company’s revolving credit facility and for general business purposes . The Company also granted the underwriters an option to purchase an additional 2,625,000 common shares to cover overallotments, if any.

A prospectus supplement relating to these common shares will be filed with the Securities and Exchange Commission. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

*WARNING CONCERNING FORWARD LOOKING STATEMENTS*

*THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS, INCLUDING WITH RESPECT TO THE COMPANY’S ISSUANCE OF THE COMMON SHARES (INCLUDING THE OVERALLOTMENT OPTION) AND ITS INTENDED USE OF THE PROCEEDS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S PRESENT EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS ARE NOT GUARANTEED. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.*

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| Item
9.01. | | Financial
Statements and Exhibits. |
| --- | --- | --- |
| | (d) | Exhibits . |
| 1.1 | Underwriting
Agreement, dated as of June 18, 2009, between Hospitality Properties
Trust and the underwriters named therein, pertaining to the sale of up to
20,125,000 of the Company’s common shares of beneficial interest. | |
| 5.1 | Opinion
of Venable LLP. | |
| 8.1 | Opinion
of Sullivan & Worcester LLP as to tax matters. | |
| 23.1 | Consent
of Venable LLP (contained in Exhibit 5.1). | |
| 23.2 | Consent
of Sullivan & Worcester LLP (contained in Exhibit 8.1). | |

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*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.

| HOSPITALITY
PROPERTIES TRUST | |
| --- | --- |
| By: | /s/
Mark L. Kleifges |
| | Mark
L. Kleifges |
| | Treasurer
and Chief Financial Officer |

Dated: June 18, 2009

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