Service Properties Trust — Regulatory Filings 2007

May 22, 2007

424B7 1 hpt_424b7.htm HOSPITALITY PROPERTIES TRUST Hospitality Properties Trust Licensed to: Sullivan & Worcester 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. 3

(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 22, 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 previous prospectus supplements. Where the name of a selling securityholder identified in the table below appears in the table in the prospectus or the earlier prospectus supplements, 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 supplements.

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 22, 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 | Principal Amount
of Notes Beneficially Owned Prior
to the Offering | Principal Amount of
Notes Being Offered Hereby | Principal Amount (and Percentage) of
Notes to be
Owned After Completion of
the Offering(1) | Number
of Common Shares Beneficially Owned Prior
to the Offering | Number of
Common Shares Being Offered Hereby(2) | Number
of Common Shares
to be Owned After Completion of
the Offering | Percentage
of Common Shares Outstanding(1) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Brookline
Avenue Master Fund, L.P.(3) | $2,500,000 | $2,500,000 | 0 | 0 | 49,504 | 0 | 0 |
| Elite
Classic Convertible Arbitrage Ltd.(4) | $1,740,000 | $1,740,000 | 0 | 0 | 34,455 | 0 | 0 |
| Empyrean
Capital Fund, LP(5) | $10,834,000 | $10,834,000 | 0 | 0 | 214,532 | 0 | 0 |
| Empyrean
Capital Overseas Benefit Plan Fund, Ltd.(6) | $2,638,000 | $2,638,000 | 0 | 0 | 52,237 | 0 | 0 |
| Empyrean
Capital Overseas Fund, Ltd.(7) | $21,528,000 | $21,528,000 | 0 | 0 | 426,293 | 0 | 0 |
| Highbridge
Convertible Arbitrage Master Fund, L.P.(8) | $11,202,000 | $11,202,000 | 0 | 0 | 221,819 | 0 | 0 |
| Highbridge
International LLC(9) | $34,000,000 | $34,000,000 | 0 | 0 | 673,261 | 0 | 0 |
| Lehman
Brothers, Inc. (10) | $6,000,000 | $6,000,000 | 0 | 0 | 118,810 | 0 | 0 |
| All
other holders of notes or future transferees of such
holders(11) | $182,079,000 | $182,079,000 | 0 | 0(12) | (13) | 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) | Brookline
Avenue Partners, LP is the investment adviser for Brookline Avenue
Master
Fund, L.P. Kenmore Square LLC is the general partner for Brookline
Avenue
Partners, LP. Richard M. Morano II and Charles Slotnik jointly own
Kenmore
Square LLC and share voting and investment power over the securities
beneficially owned by Brookline Avenue Master Fund,
L.P. |
| (4) | Nathanial
Brown and Robert Richardson share voting and investment power over
the
securities beneficially owned by Elite Classic Convertible Arbitrage
Ltd. |
| (5) | Tian
Xue exercises voting and investment power over the securities beneficially
owned by Empyrean Capital Fund, LP. |
| (6) | Tian
Xue exercises voting and investment power over the securities beneficially
owned by Empyrean Capital Overseas Benefit Plan Fund, Ltd. |
| (7) | Tian
Xue exercises voting and investment power over the securities beneficially
owned by Empyrean Capital Overseas Fund, Ltd. |
| (8) | Highbridge
Capital Management, LLC is the trading manager of Highbridge Convertible
Arbitrage Master Fund, L.P. and has voting and investment power over
the
securities held by Highbridge Convertible Arbitrage Master Fund,
L.P.
Glenn Dubin and Henry Swieca control Highbridge Capital Management,
LLC
and share voting and investment power over the securities beneficially
owned by Highbridge Convertible Arbitrage Master Fund, L.P. Each
of
Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca
disclaim
beneficial ownership of the securities held by Highbridge Convertible
Arbitrage Master Fund, L.P. |
| (9) | Highbridge
Capital Management, LLC is the trading manager of Highbridge International
LLC and has voting and investment power over the securities held
by
Highbridge International LLC. Glenn Dubin and Henry Swieca control
Highbridge Capital Management, LLC and share voting and investment
power
over the securities beneficially owned by Highbridge International
LLC.
Each of Highbridge Capital Management, LLC, Glenn Dubin and Henry
Swieca
disclaim beneficial ownership of the securities held by Highbridge
International LLC. |
| (10) | Bruce
Spolansky exercises voting and investment power over the securities
beneficially owned by Lehman Brothers, Inc. |
| (11) | Information
concerning other selling securityholders will be set forth in additional
prospectus supplements to the prospectus, if required. |
| (12) | 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. |
| (13) | 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. |