Service Properties Trust — Regulatory Filings 2007

May 1, 2007

424B7 1 hpt_424b7.htm HOSPITALITY PROPERTIES TRUST 424B7 Hospitality Properties Trust 424b7 Licensed to: Sullivan & Worcester LLP Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

As Filed Pursuant to Rule 424(b)(7)

Registration No. 333-141914

PROSPECTUS SUPPLEMENT NO. 2

(To Prospectus dated April 5, 2007)

$575,000,000

Aggregate Principal Amount

of

3.80% Convertible Senior Notes due 2027

and

Common Shares of Beneficial Interest Issuable Upon Conversion

Thereof

of

Hospitality Properties Trust

This prospectus supplement supplements information contained in the prospectus dated April 5, 2007, covering resales by selling securityholders of our 3.80% Convertible Senior Notes due 2027, or the notes, and our common shares of beneficial interest, or common shares, issuable upon conversion of the notes. This prospectus supplement is not complete without, and may not be delivered or utilized except in combination with, the prospectus, including any amendments or supplements thereto. This prospectus supplement is incorporated by reference into the prospectus and should be read in conjunction with the prospectus. The terms of the notes and the common shares are set forth in the prospectus.

Investing in the notes and the common shares into which the notes are convertible involves risks. See “Risk Factors” beginning on page 7 of the prospectus, as well as the risk factors that are incorporated by reference into the prospectus from our Annual Report on Form 10-K for the year ended December 31, 2006.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful and complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is May 1, 2007.

Selling Securityholders

The following information supplements and updates the table of selling securityholders contained on pages 67 through 68 of the prospectus, as such table has been previously supplemented and updated by a previous prospectus supplement. Where the name of a selling securityholder identified in the table below appears in the table in the prospectus or the earlier prospectus supplement, the information set forth in the table below regarding that selling securityholder supersedes and replaces the information regarding such selling securityholder in the prospectus or the earlier prospectus supplement.

The information below, which has been prepared based on information furnished to us by or on behalf of the selling securityholders named therein, sets forth the name of each selling securityholder, the principal amount of notes that each selling securityholder owns and may offer pursuant to the prospectus, as amended or supplemented, and the number of common shares into which those notes are convertible. Unless set forth below, to our knowledge, none of the selling securityholders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates or beneficially owns in excess of 1% of our outstanding common shares.

We have prepared the table below based on information received from the selling securityholders on or prior to May 1, 2007. However, any or all of the notes or common shares listed below may be offered for sale pursuant to the prospectus by the selling securityholders from time to time. Accordingly, no estimate can be given as to the amount of notes or number of common shares that will be held by the selling securityholders upon consummation of any sales. In addition, the selling securityholders listed in the table below may have acquired, sold or transferred, in transactions exempt from the registration requirements of the Securities Act of 1933, as amended, some or all of their notes since the date as of which the information in the table is presented.

Information about the selling securityholders may change over time, and we may not be made aware of changes in the ownership of our notes. Any changed information that is provided to us by selling securityholders will be set forth in additional prospectus supplements to the prospectus.

| Name — Advent
Enhanced Phoenix(3) | Principal Amount
of Notes Beneficially Owned Prior
to the Offering — $ 4,027,000 | 0 | Principal Amount (and Percentage) of
Notes to be
Owned After Completion of
the Offering(1) — $ 4,027,000 | 0 | 79,741 | 0 | 0 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Aristeia
Partners L.P.(4) | $ 2,800,000 | 0 | $ 2,800,000 | 0 | 55,445 | 0 | 0 |
| Bank
of America Pension Plan(5) | $ 2,500,000 | 0 | $ 2,500,000 | 0 | 49,504 | 0 | 0 |
| Black
Diamond Convertible Offshore LDC(6) | $ 2,750,000 | 0 | $ 2,750,000 | 0 | 54,454 | 0 | 0 |
| Black
Diamond Offshore Ltd.(7) | $ 910,000 | 0 | $ 910,000 | 0 | 18,019 | 0 | 0 |
| Credit
Suisse Securities (USA) LLC(8) | $ 5,000,000 | 0 | $ 5,000,000 | 0 | 99,009 | 0 | 0 |
| DeepRock
& Co.(9) | $ 900,000 | 0 | $ 900,000 | 0 | 17,821 | 0 | 0 |
| Double
Black Diamond Offshore LDC(10) | $ 7,340,000 | 0 | $ 7,340,000 | 0 | 145,345 | 0 | 0 |
| Equity
Overlay Fund, L.L.C.(11) | $ 1,100,000 | 0 | $ 1,100,000 | 0 | 21,781 | 0 | 0 |
| Florida
Fruit & Vegetable Association(12) | $ 43,000 | 0 | $ 43,000 | 0 | 851 | 0 | 0 |

| Georgia
Municipal Employees Benefit Program(13) | $ | 0 | $ | 0 | | 12,890 | | 0 | 0 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| John
Deere Pension Trust(14) | $ 900,000 | 0 | $ 900,000 | 0 | | 17,821 | | 0 | 0 |
| Magnetar
Capital Master Fund, Ltd.(15) | $ 10,000,000 | 0 | $ 10,000,000 | 0 | | 198,018 | | 0 | 0 |
| Millennium
Partners, L.P.(16) | $ 5,000,000 | 0 | $ 5,000,000 | 0 | | 99,009 | | 0 | 0 |
| Peoples
Benefit Life Insurance Company Teamsters(17) | $ 10,650,000 | 0 | $ 10,650,000 | 0 | | 210,889 | | 0 | 0 |
| Redbourn
Partnes Ltd.(18) | $ 7,450,000 | 0 | $ 7,450,000 | 0 | | 147,523 | | 0 | 0 |
| Retail
Clerks Pension Trust #1(19) | $ 1,100,000 | 0 | $ 1,100,000 | 0 | | 21,781 | | 0 | 0 |
| Retail
Clerks Pension Trust #2(20) | $ 900,000 | 0 | $ 900,000 | 0 | | 17,821 | | 0 | 0 |
| UBS
Securities LLC(21) | $ 1,248,000 | 0 | $ 1,248,000 | 201,339 | | 24,712 | | 201,339 | * |
| All
other holders of notes or future transferees of such
holders(22) | $ 270,521,000 | 0 | $ 270,521,000 | 201,339(23 | ) | (24 | ) | 201,339 | 0 |

| * | Less
than 1% |
| --- | --- |
| (1) | Assumes
the sale of all securities offered hereby (and only the securities
offered
hereby) on behalf of each holder by each such holder. |
| (2) | Represents
maximum number of common shares issuable upon conversion of notes
by a
named selling securityholder at an initial conversion rate of 19.8018
common shares per $1,000 principal amount of notes (subject to
adjustment
under certain circumstances—see “Description of Notes—Conversion Rights”
in the prospectus). |
| (3) | Tracy
V. Maitland, President of Advent Enhanced Phoenix, exercises sole
voting
and investment power over the securities beneficially owned by
Advent
Enhanced Phoenix. |
| (4) | Aristeia
Advisors LLC is the general partner for Aristeia Partners L.P.
Kevin
Turner, Robert H. Lynch, Jr., Anthony Frascella and William R.
Techer
jointly own Aristeia Advisors LLC and share voting and investment
power of
the securities beneficially owned by Aristeia Partners L.P. |
| (5) | Alex
Lach exercises sole voting and investment power over the securities
beneficially owned by Bank of America Pension Plan. |
| (6) | Clint
D. Carlson, President of Carlson Capital, L.P., the investment
advisor of
Black Diamond Convertible Offshore LDC, exercises sole voting and
investment power over the securities beneficially owned by Black
Diamond
Convertible Offshore LDC. |
| (7) | Clint
D. Carlson, President of Carlson Capital, L.P., the investment
advisor of
Black Diamond Offshore Ltd., exercises sole voting and investment
power
over the securities beneficially owned by Black Diamond Offshore
Ltd. |
| (8) | The
selling securityholder has disclosed that it is a registered
broker-dealer. Therefore, it is deemed to be, under
interpretations of the Securities and Exchange Commission, an
“underwriter” within the meaning of the Securities Act of 1933, as
amended. Any profits realized by this selling securityholder may be
deemed to be underwriting commissions. This selling securityholder
has represented that it acquired its securities in the ordinary
course of
business, and, at the time of the acquisition of the securities,
had no
agreements or understandings to distribute the securities. Jeff
Andreski
has voting and investment power over the securities beneficially
owned by
Credit Suisse Securities (USA) Inc. |
| (9) | Alex
Lach exercises sole voting and investment power over the securities
beneficially owned by DeepRock & Co. |
| (10) | Clint
D. Carlson, President of Carlson Capital, L.P., the investment
advisor of
Double Black Diamond Offshore LDC, exercises sole voting and investment
power over the securities beneficially owned by Double Black Diamond
Offshore LDC. |
| (11) | Alex
Lach exercises sole voting and investment power over the securities
beneficially owned by Equity Overlay Fund, L.L.C. |
| (12) | Tracy
V. Maitland, President of Florida Fruit & Vegetable Association,
exercises sole voting and investment power over the securities
beneficially owned by Florida Fruit & Vegetable Association. |
| (13) | Tracy
V. Maitland, President of Georgia Municipal Employees Benefit Program,
exercises sole voting and investment power over the securities
beneficially owned by Georgia Municipal Employees Benefit Program. |
| (14) | Alex
Lach exercises sole voting and investment power over the securities
beneficially owned by John Deere Pension Trust. |
| (15) | Magnetar
Financial LLC is the investment advisor of Magnetar Capital Master
Fund,
Ltd., or Magnetar Master Fund, and consequently exercises voting
control
and investment power over securities held by Magnetar Master Fund.
Magnetar Financial LLC disclaims beneficial ownership of the securities
held by Magnetar Master Fund. Alec Litowitz has voting control
over
Supernova Management LLC, the general partner of Magnetar Capital
Partners
LP, the sole managing member of Magnetar Financial LLC. Mr. Litowitz
disclaims beneficial ownership of the securities owned by Magnetar
Financial LLC. |

| (16) | Millennium
Management, L.L.C., a Delaware limited liability company, is the
general
partner of Millennium Partners, L.P., a Cayman Islands exempted
limited
partnership, and consequently may be deemed to have voting and
investment
power over securities owned by Millennium Partners, L.P. Israel
A.
Englander is the managing member of Millennium Management, L.L.C.
and
exercises sole voting and investment power over the securities
beneficially owned by Millennium Partners, L.P. Millennium Management,
L.L.C. and Mr. Englander disclaim beneficial ownership of these
securities. Millennium Management, L.L.C., an affiliate of the
following
registered broker-dealers: Millenco, L.L.C., MLP Trading Co., LLC,
Millennium Funding Associates, LLC, Advanced Securities Co., AEGIS
Specialist, LLC and AIM Securities Co., informed us that they acquired
the
securities in the ordinary course of business, and, at the time
of the
acquisition of the securities, had no agreements or understandings
to
distribute the securities. |
| --- | --- |
| (17) | Alex
Lach exercises sole voting and investment power over the securities
beneficially owned by Peoples Benefit Life Insurance Company
Teamsters. |
| (18) | Alex
Lach exercises sole voting and investment power over the securities
beneficially owned by Redborn Partners Ltd. |
| (19) | Alex
Lach exercises sole voting and investment power over the securities
beneficially owned by Retail Clerks Pension Trust #1. |
| (20) | Alex
Lach exercises sole voting and investment power over the securities
beneficially owned by Retail Clerks Pension Trust #2. |
| (21) | The
selling securityholder has disclosed that it is a registered
broker-dealer. Therefore, it is deemed to be, under
interpretations of the Securities and Exchange Commission, an
“underwriter” within the meaning of the Securities Act of 1933, as
amended. Any profits realized by this selling securityholder may be
deemed to be underwriting commissions. This selling securityholder
has represented that it acquired its securities in the ordinary
course of
business, and, at the time of the acquisition of the securities,
had no
agreements or understandings to distribute the securities. John
DiBacco
exercises sole voting and investment power over the securities
beneficially owned by UBS Securities LLC |
| (22) | Information
concerning other selling securityholders will be set forth in additional
prospectus supplements to the prospectus, if required. |
| (23) | Assumes
that any other holder of notes or any future transferee of any
such holder
does not beneficially own any of our common securities other than
common
shares issuable upon conversion of the notes at the initial conversion
rate. |
| (24) | A
maximum of 5,000,000 common shares have been registered for resale
upon
conversion of the notes. Amounts in the table above may add up
to more
than 5,000,000 but in no event will we issue more than 5,000,000
common
shares for resale under the prospectus, as supplemented. We do
not
anticipate issuing more than an aggregate of 5,000,000 shares in
connection with conversions of the notes due to our ability to
settle a
portion of the conversions in cash. See “Description of Notes-Conversion
Settlement” in the prospectus. |