UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 30, 2013

 

HOSPITALITY PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

 

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))

 

 

 

Item 8.01.  Other Events.

 

On May 30, 2013, Hospitality Properties Trust, or the Company, agreed to sell $300,000,000 aggregate principal amount of its 4.500% Senior Notes due 2023, or the Notes, in an underwritten public offering.  The Notes are expected to be issued on June 6, 2013, and will be issued under a supplemental indenture to the Company’s indenture dated February 25, 1998.  The Notes will be senior unsecured obligations of the Company, and will have substantially the same covenants as the series of the Company’s senior unsecured notes most recently issued under that indenture.

 

The Company intends to use the estimated $297.2 million of net proceeds after expenses from this offering to repay amounts outstanding under its revolving credit facility, to redeem some or all of its outstanding 7% series C cumulative redeemable preferred shares of beneficial interest, or series C preferred shares, with an aggregate liquidation preference of approximately $167.5 million, and for general business purposes, which may include funding hotel renovation or rebranding costs and potential future acquisitions.  Pending such application, the Company may invest the net proceeds in short term investments, some or all of which may not be investment grade rated.

 

A prospectus supplement relating to the Notes will be filed with the Securities and Exchange Commission, or the SEC.  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.

 

The brief descriptions of the covenants applicable to the Notes and the related definitions are qualified in their entirety by reference to such covenants and definitions as they appear in the supplemental indenture for the Notes, the form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, or in the related indenture, a copy of which is filed as Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, filed with the SEC, each of which is incorporated herein by reference.

 

WARNING CONCERNING FORWARD LOOKING STATEMENTS

 

THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND THE COMPANY’S CONTROL.  FOR EXAMPLE:

 

·                  THIS REPORT STATES THAT THE ISSUANCE OF THE NOTES IS EXPECTED TO OCCUR ON JUNE 6, 2013, AND THAT THE COMPANY EXPECTS TO REPAY AMOUNTS OUTSTANDING UNDER ITS REVOLVING CREDIT FACILITY AND TO REDEEM SOME OR ALL OF ITS OUTSTANDING SERIES C PREFERRED SHARES. THE SETTLEMENT OF THIS OFFERING IS SUBJECT TO VARIOUS CONDITIONS AND CONTINGENCIES AS ARE CUSTOMARY IN UNDERWRITING AGREEMENTS IN THE UNITED STATES. IF THESE CONDITIONS ARE NOT SATISFIED OR THE SPECIFIED CONTINGENCIES DO NOT OCCUR, THIS OFFERING MAY NOT CLOSE OR IT MAY BE DELAYED AND THE COMPANY MAY NOT REPAY AMOUNTS OUTSTANDING UNDER ITS REVOLVING CREDIT FACILITY OR REDEEM ANY OF THE SERIES C PREFERRED SHARES.

 

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON THE COMPANY’S FORWARD LOOKING STATEMENTS.

 

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EXCEPT AS REQUIRED BY LAW, THE COMPANY DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)		Exhibits.
1.1		Underwriting Agreement dated as of May 30, 2013, between Hospitality Properties Trust and the underwriters named therein, pertaining to $300,000,000 in aggregate principal amount of 4.500% Senior Notes due 2023.
4.1		Form of Supplemental Indenture No. 15 between Hospitality Properties Trust and U.S. Bank National Association, including the form of 4.500% Senior Note due 2023.
5.1		Opinion of Sullivan & Worcester LLP.
5.2		Opinion of Venable LLP.
8.1		Opinion of Sullivan & Worcester LLP re: tax matters.
23.1		Consent of Sullivan & Worcester LLP (contained in Exhibits 5.1 and 8.1).
23.2		Consent of Venable LLP (contained in Exhibit 5.2).

 

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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
	Name:	Mark L. Kleifges
	Title:	Treasurer and Chief Financial Officer
Date: May 30, 2013

 

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