Service Properties Trust — Regulatory Filings 2007

Apr 18, 2007

424B7 1 hpt424b7.htm HOSPITALITY PROPERTIES TRUST PROSPECTUS SUPPLEMENT NO. 1 Hospitality Properties Trust Prospectus Supplement No. 1 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. 1

(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 April 18, 2007.

Selling Securityholders

The following information supplements and updates the table of selling securityholders contained on pages 67 through 68 of the prospectus. Where the name of a selling securityholder identified in the table below appears in the table in the prospectus, the information set forth in the table below regarding that selling securityholder supersedes and replaces the information regarding such selling securityholder in the prospectus.

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 April 18, 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 — Admiral
Flagship Master Fund, Ltd.(3) | Principal Amount
of Notes Beneficially Owned Prior
to the Offering — $ 7,000,000 | Principal Amount of
Notes Being Offered Hereby — $ 7,000,000 | 0 | 0 | 138,612 | 0 | 0 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Argent
Classic Convertible Arbitrage Fund II, L.P.(4) | $ 710,000 | $ 710,000 | 0 | 0 | 14,059 | 0 | 0 |
| Argent
Classic Convertible Arbitrage Fund Ltd.(5) | $ 28,470,000 | $ 28,470,000 | 0 | 0 | 563,757 | 0 | 0 |
| Argent
Classic Convertible Arbitrage Fund, L.P.(6) | $ 6,500,000 | $ 6,500,000 | 0 | 0 | 128,711 | 0 | 0 |
| Argent
LowLev Convertible Arbitrage Fund II, LLC(7) | $ 10,000 | $ 10,000 | 0 | 0 | 198 | 0 | 0 |
| Argent
LowLev Convertible Arbitrage Fund Ltd.(8) | $ 1,790,000 | $ 1,790,000 | 0 | 0 | 35,445 | 0 | 0 |
| Argentum
Multi-Strategy Fund Ltd.-Classic(9) | $ 380,000 | $ 380,000 | 0 | 0 | 7,524 | 0 | 0 |

| Aristeia
International Limited(10) | $ | $ | 0 | 0 | | 182,176 | | 0 | 0 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CASAM
Argent Classic Convertible Arbitrage Fund Limited(11) | $ 840,000 | $ 840,000 | 0 | 0 | | 16,633 | | 0 | 0 |
| Class
C Trading Company, Ltd.(12) | $ 1,390,000 | $ 1,390,000 | 0 | 0 | | 27,524 | | 0 | 0 |
| GLG
Market Neutral Fund(13) | $ 6,000,000 | $ 6,000,000 | 0 | 0 | | 118,810 | | 0 | 0 |
| HFR
CA Global Select Master Trust Account(14) | $ 440,000 | $ 440,000 | 0 | 0 | | 8,712 | | 0 | 0 |
| JMG
Capital Partners, L.P.(15) | $ 11,000,000 | $ 11,000,000 | 0 | 0 | | 217,819 | | 0 | 0 |
| JMG
Triton Offshore Fund, Ltd.(16) | $ 11,250,000 | $ 11,250,000 | 0 | 0 | | 222,770 | | 0 | 0 |
| JP
Morgan Securities Inc.(17) | $ 10,500,000 | $ 10,500,000 | 0 | 0 | | 207,918 | | 0 | 0 |
| Lehman
Brothers, Inc.(18) | $ 2,000,000 | $ 2,000,000 | 0 | 0 | | 39,603 | | 0 | 0 |
| Linden
Capital LP(19) | $ 10,000,000 | $ 10,000,000 | 0 | 0 | | 198,018 | | 0 | 0 |
| Lyxor
Master Fund Ref: Argent/LowLev CB c/o Argent(20) | $ 550,000 | $ 550,000 | 0 | 0 | | 10,890 | | 0 | 0 |
| Partners
Group Alternative Strategies PCC Ltd.(21) | $ 510,000 | $ 510,000 | 0 | 0 | | 10,098 | | 0 | 0 |
| Pendragon
(Convertible) Fund Limited(22) | $ 4,500,000 | $ 4,500,000 | 0 | 0 | | 89,108 | | 0 | 0 |
| S.A.C.
Arbitrage Fund, LLC(23) | $ 25,000,000 | $ 25,000,000 | 0 | 0 | | 495,045 | | 0 | 0 |
| Sailfish
Multi-Strategy Fixed Income Master Fund (G2) Ltd.(24) | $ 18,500,000 | $ 18,500,000 | 0 | 0 | | 366,333 | | 0 | 0 |
| Xavex
Convertible Arbitrage 10 Fund(25) | $ 2,860,000 | $ 2,860,000 | 0 | 0 | | 56,633 | | 0 | 0 |
| Xavex
Convertible Arbitrage 2 Fund(26) | $ 310,000 | $ 310,000 | 0 | 0 | | 6,138 | | 0 | 0 |
| All
other holders of notes or future transferees of such
holders(27) | $ 325,790,000 | $ 325,790,000 | 0 | 0(28 | ) | (29 | ) | 0 | 0 |

| (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) | William
Ellsworth, CEO of Admiral Flagship Master Fund, Ltd., exercises sole
voting and investment power over the shares beneficially owned by
Admiral
Flagship Master Fund, Ltd. |
| (4) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Argent Classic Convertible Arbitrage
Fund II
Ltd. |
| (5) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Argent Classic Convertible Arbitrage
Fund
Ltd. |
| (6) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Argent Classic Convertible Arbitrage
Fund,
L.P. |
| (7) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Argent LowLev Convertible Arbitrage
Fund II,
LLC. |
| (8) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Argent LowLev Convertible Arbitrage
Fund
Ltd. |

| (9) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Argentum Multi-Strategy Fund Ltd-Classic. |
| --- | --- |
| (10) | Aristeia
Capital LLC is the investment manager for Aristeia International
Limited.
Kevin Turner, Robert H. Lynch, Jr., Anthony Frascella and William
R.
Techer jointly own Aristeia Capital LLC and share voting and investment
power over the shares beneficially owned by Aristeia International
Limited. |
| (11) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by CASAM Argent Classic Convertible Arbitrage
Fund Limited. |
| (12) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Class C Trading Company, Ltd. |
| (13) | GLG
Market Neutral Fund, or the GLG Fund, is a publicly owned company listed
on the Irish Stock Exchange. GLG Partners LP, an English limited
partnership, acts as the investment manager of the GLG Fund and has
voting
and investment power over the securities held by the GLG Fund. The
general
partner of GLG Partners LP is GLG Partners Limited, an English limited
company. The shareholders of GLG Partners Limited are Noam Gottesman,
Pierre Lagrange, Jonathan Green and Lehman Brothers (Cayman) Limited,
a
subsidiary of Lehman Brothers Holdings, Inc., a publicly held entity.
The
managing directors of GLG Partners Limited are Noam Gottesman, Pierre
Lagrange and Emmanuel Roman and, as a result, each has voting and
investment power over the securities held by the GLG Fund. GLG Partners
LP, GLG Partners Limited, Noam Gottesman, Pierre Lagrange and Emmanuel
Roman disclaim beneficial ownership of the securities held by the
GLG
Fund, except for their pecuniary interest therein. |
| (14) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by HFR CA Global Select Master Trust Accountant. |
| (15) | JMG
Capital Management, LLC, a Delaware limited liability company, or
the
JMGCP Manager, is the general partner of JMG Capital Partners, L.P.,
a California limited partnership, or the JMG Partners .
The JMGCP Manager exercises voting and investment power over the
shares
beneficially owned by JMG Partners. The equity interests of the JMGCP
Manager are owned by JMG Capital Management, Inc., a California
corporation, and Asset Alliance Holding Corp., a Delaware corporation.
Jonathan M. Glaser is the Executive Officer and Director of JMG Capital
Management, Inc. and has sole investment and voting power over the
shares
beneficially owned by JMG Partners. |
| (16) | Pacific
Assets Management LLC, a Delaware limited liability company, or the
JMGTOF
Manager, is the investment manager of JMG Triton Offshore Fund, Ltd.,
or
the JMGTOF Fund, an international business company organized under
the
laws of the British Virgin Islands. The JMGTOF Manager exercises
voting
and investment power over securities beneficially owned by the JMGTOF
Fund. The equity interests of the JMGTOF Manager are owned by Pacific
Capital Management, Inc., a California corporation, or Pacific, and
Asset
Alliance Holding Corp., a Delaware corporation. The equity interests
of
Pacific are owned by Messrs. Roger Richter, Jonathan M. Glaser and
Daniel
A. David who share voting power over the securities beneficially
owned by
the JMGTOF Fund. Messrs. Glaser and Richter share investment power
over
the securities beneficially owned by the JMGTOF Fund. |
| (17) | 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. Jamie
Dimon has
voting and investment control over the securities beneficially owned
by
JPMorgan Securities Inc. |
| (18) | 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. Bruce
Spolansky
has voting and investment control over the securities beneficially
owned
by Lehman Brothers, Inc. |
| (19) | Siu
Min Wong exercises sole voting and investment power over the shares
beneficially owned by Linden Capital LP. |
| (20) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Lyxor Master Fund Ref: Argent/LowLev
CB c/o
Argent. |
| (21) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Partners Group Alternative Strategies
PCC
Ltd. |
| (22) | Mr.
Julian Harvey Wood, as portfolio manager for Pendragon (Convertible)
Fund
Limited, or the Pendragon Fund, exercises sole voting and investment
power
over the securities beneficially owned by the Pendragon Fund. Mr.
Wood
disclaims beneficial ownership of the securities held by the Pendragon
Fund. |
| (23) | Pursuant
to investment agreements, each of S.A.C. Capital Advisors, LLC, a
Delaware
limited liability company, or the SAC Capital Advisors, and S.A.C.
Capital
Management, LLC, a Delaware limited liability company, or the SAC
Capital
Management, share all investment and voting power with respect to
the
securities held by S.A.C. Arbitrage Fund, LLC. Mr. Steven A. Cohen
controls both SAC Capital Advisors and SAC Capital Management. Each
of SAC
Capital Advisors, SAC Capital Management and Mr. Cohen disclaim beneficial
ownership of any of the securities held by S.A.C. Arbitrage Fund,
LLC. |

| (24) | Sailfish
Capital Partners, LLC, a Delaware limited liability company, serves
as
investment manager to Sailfish Multi-Strategy Fixed Income Master
Fund
(G2), Ltd. Sal Naro and Mark Fishman exercise voting and investment
power
over the securities beneficially owned by Sailfish Multi-Strategy
Fixed
Income Master Fund (G2), Ltd. and disclaim beneficial ownership of
the
securities. |
| --- | --- |
| (25) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Xavex Convertible Arbitrage 10 Fund. |
| (26) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
shares beneficially owned by Xavex Convertible Arbitrage 2 Fund. |
| (27) | Information
concerning other selling securityholders will be set forth in additional
prospectus supplements to the prospectus, if required. |
| (28) | Assumes
that any other holder of notes or any future transferee of any such
holder
does not beneficially own any of our common shares other than common
shares issuable upon conversion of the notes at the initial conversion
rate. |
| (29) | 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. |