|
Maryland
(State or other jurisdiction of
incorporation or organization) |
| |
04-3262075
(I.R.S. Employer
Identification Number) |
|
|
Large accelerated filer ☒
|
| |
Accelerated filer ☐
|
| |
Non-accelerated filer ☐
|
| |
Smaller reporting company ☐
Emerging growth company ☐
|
|
| | ||||||||||||||||
Title of Each Class of Securities
to be Registered |
| | |
Amount to be
Registered(1) |
| | |
Proposed Maximum
Offering Price per Unit(1) |
| | |
Proposed Maximum
Aggregate Offering Price(1)(2) |
| | |
Amount of
Registration Fee(3) |
|
Debt Securities
|
| | | | | | | | | | | | | | | | |
Preferred Shares of Beneficial Interest
|
| | | | | | | | | | | | | | | | |
Depositary Shares Representing Preferred Shares(4)
|
| | | | | | | | | | | | | | | | |
Common Shares of Beneficial Interest, $.01 par value per
share |
| | | | | | | | | | | | | | | | |
Warrants
|
| | | | | | | | | | | | | | | | |
Guarantees of Debt Securities of Service Properties Trust(5)
|
| | | | | | | | | | | | | | | | |
Total
|
| | | | | | | | | | | | | | | | |
Exact Name of Registrant as Specified in its Charter
|
| |
State or
Jurisdiction of Incorporation or Organization |
| |
Entity Type
|
| |
IRS Employer
Identification Number |
|
Banner NewCo LLC | | |
Delaware
|
| |
Limited liability company
|
| |
84-3069989
|
|
Cambridge TRS, Inc. | | |
Maryland
|
| |
Corporation
|
| |
45-4167445
|
|
Harbor Court Associates, LLC | | |
Maryland
|
| |
Limited liability company
|
| |
56-2550257
|
|
Highway Ventures Borrower LLC | | |
Delaware
|
| |
Limited liability company
|
| |
84-3373977
|
|
Highway Ventures LLC | | |
Delaware
|
| |
Limited liability company
|
| |
84-3373884
|
|
Highway Ventures Properties LLC | | |
Maryland
|
| |
Limited liability company
|
| |
26-0240108
|
|
Highway Ventures Properties Trust | | |
Maryland
|
| |
Real estate investment trust
|
| |
26-0239999
|
|
HPT Cambridge LLC | | |
Massachusetts
|
| |
Limited liability company
|
| |
04-6148511
|
|
HPT Clift TRS LLC | | |
Maryland
|
| |
Limited liability company
|
| |
82-4109793
|
|
HPT CW MA Realty LLC | | |
Maryland
|
| |
Limited liability company
|
| |
85-1552858
|
|
HPT CW MA Realty Trust | | |
Massachusetts
|
| |
Nominee Trust
|
| |
46-2440496
|
|
HPT CY TRS, Inc. | | |
Maryland
|
| |
Corporation
|
| |
46-1213113
|
|
HPT Geary ABC Holdings LLC | | |
Maryland
|
| |
Limited liability company
|
| |
46-1920850
|
|
HPT Geary Properties Trust | | |
Maryland
|
| |
Real estate investment trust
|
| |
46-2080511
|
|
HPT IHG Chicago Property LLC | | |
Maryland
|
| |
Limited liability company
|
| |
84-2997973
|
|
HPT IHG GA Properties LLC | | |
Maryland
|
| |
Limited liability company
|
| |
20-2870357
|
|
HPT IHG-2 Properties Trust | | |
Maryland
|
| |
Real estate investment trust
|
| |
20-1997811
|
|
HPT IHG-3 Properties LLC | | |
Maryland
|
| |
Limited liability company
|
| |
20-3947942
|
|
HPT SN Holding, Inc. | | |
New York
|
| |
Corporation
|
| |
13-5648107
|
|
HPT State Street TRS LLC | | |
Maryland
|
| |
Limited liability company
|
| |
84-2998086
|
|
HPT Suite Properties Trust | | |
Maryland
|
| |
Real estate investment trust
|
| |
04-3397210
|
|
HPT TA Properties LLC | | |
Maryland
|
| |
Limited liability company
|
| |
20-8260669
|
|
HPT TA Properties Trust | | |
Maryland
|
| |
Real estate investment trust
|
| |
20-8260357
|
|
HPT TRS IHG-2, Inc. | | |
Maryland
|
| |
Corporation
|
| |
20-2131948
|
|
HPT TRS Inc. | | |
Maryland
|
| |
Corporation
|
| |
04-3548096
|
|
HPT TRS MRP, Inc. | | |
Maryland
|
| |
Corporation
|
| |
27-4654560
|
|
HPT TRS SPES II, Inc. | | |
Maryland
|
| |
Corporation
|
| |
43-2012365
|
|
HPT TRS WYN, Inc. | | |
Maryland
|
| |
Corporation
|
| |
46-0781608
|
|
HPT Wacker Drive TRS LLC | | |
Maryland
|
| |
Limited liability company
|
| |
84-2998217
|
|
HPTCY Properties Trust | | |
Maryland
|
| |
Real estate investment trust
|
| |
04-3308179
|
|
HPTMI Hawaii, Inc. | | |
Delaware
|
| |
Corporation
|
| |
04-3563876
|
|
HPTMI Properties Trust | | |
Maryland
|
| |
Real estate investment trust
|
| |
04-3360772
|
|
HPTWN Properties Trust | | |
Maryland
|
| |
Real estate investment trust
|
| |
04-3308198
|
|
Royal Sonesta, Inc. | | |
Louisiana
|
| |
Corporation
|
| |
72-0803191
|
|
SVC Gatehall Drive TRS LLC | | |
Maryland
|
| |
Limited liability company
|
| |
86-1396045
|
|
SVC Holdings LLC | | |
Maryland
|
| |
Limited liability company
|
| |
84-4879602
|
|
SVC Jersey City TRS LLC | | |
Maryland
|
| |
Limited liability company
|
| |
85-3494714
|
|
SVC Morris Plains TRS LLC | | |
Maryland
|
| |
Limited liability company
|
| |
85-3494969
|
|
SVC Nanuet TRS LLC | | |
Maryland
|
| |
Limited liability company
|
| |
85-3495195
|
|
Exact Name of Registrant as Specified in its Charter
|
| |
State or
Jurisdiction of Incorporation or Organization |
| |
Entity Type
|
| |
IRS Employer
Identification Number |
|
SVC NJ TRS LLC | | |
Maryland
|
| |
Limited liability company
|
| |
85-2484541
|
|
SVC Randolph Street TRS LLC | | |
Maryland
|
| |
Limited liability company
|
| |
85-3500521
|
|
SVC Redondo Beach TRS LLC | | |
Maryland
|
| |
Limited liability company
|
| |
85-3506957
|
|
SVCN 1 LLC | | |
Delaware
|
| |
Limited liability company
|
| |
20-1262089
|
|
SVCN 2 LLC | | |
Delaware
|
| |
Limited liability company
|
| |
20-2928350
|
|
SVCN 3 LLC | | |
Delaware
|
| |
Limited liability company
|
| |
20-3118006
|
|
SVCN 4 LLC | | |
Delaware
|
| |
Limited liability company
|
| |
84-3069763
|
|
SVCN 5 LLC | | |
Delaware
|
| |
Limited liability company
|
| |
84-3069896
|
|
| | | | | i | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 16 | | | |
| | | | | 21 | | | |
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 38 | | | |
| | | | | 38 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 40 | | | |
| | | | | 40 | | |
|
SEC Registration Fee
|
| | | $ | * | | |
|
Trustee’s Fees and Expenses
|
| | | | ** | | |
|
Printing Fees and Expenses
|
| | | | ** | | |
|
Legal Fees and Expenses
|
| | | | ** | | |
|
Accounting Fees and Expenses
|
| | | | ** | | |
|
Rating Agency Fees
|
| | | | ** | | |
|
Miscellaneous Fees and Expenses
|
| | | | ** | | |
|
Total:
|
| | | $ | ** | | |
|
Exhibit
No. |
| |
Description
|
|
| 1.1 | | | Form of Underwriting Agreement (for Debt Securities).* | |
| 1.2 | | | Form of Underwriting Agreement (for Preferred Shares).* | |
| 1.3 | | | Form of Underwriting Agreement (for Common Shares).* | |
| 1.4 | | | Form of Underwriting Agreement (for Depositary Shares).* | |
| 1.5 | | | Form of Underwriting Agreement (for Warrants).* | |
| 4.1 | | | Composite Copy of Amended and Restated Declaration of Trust, dated August 21, 1995, as amended to date. (Incorporated by reference to our Post-Effective Amendment No. 2 to Registration Statement on Form S-3, File No. 333-226944.) | |
| 4.2 | | | | |
| 4.3 | | | | |
| 4.4 | | | Indenture, dated as of February 3, 2016, between Service Properties Trust (formerly Hospitality Properties Trust) and U.S. Bank National Association. (Incorporated by reference to our Current Report on Form 8-K filed on February 4, 2016.) | |
| 4.5 | | | | |
| 4.6 | | | | |
| 4.7 | | | | |
| 4.8 | | | Form of Senior Debt Security.* | |
| 4.9 | | | Form of Senior Subordinated Debt Security.* | |
| 4.10 | | | Form of Junior Subordinated Debt Security.* | |
| 4.11 | | | Form of Articles Supplementary for Preferred Shares.* | |
| 4.12 | | | Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares.* | |
| 4.13 | | | Form of Preferred Share Certificate.* | |
| 4.14 | | | | |
| 4.15 | | | Form of Warrant Agreement, including form of Warrant.* | |
| 5.1 | | | | |
| 5.2 | | | | |
| 5.3 | | | | |
| 8.1 | | | | |
| 22.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 23.3 | | | | |
| 23.4 | | | | |
| 23.5 | | | |
|
Exhibit
No. |
| |
Description
|
|
| 23.6 | | | | |
| 24.1 | | | | |
| 25.1 | | | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture dated February 3, 2016, between Service Properties Trust and U.S. Bank National Association.** | |
| 25.2 | | | | |
| 25.3 | | | | |
| 25.4 | | | |
|
Exhibit
No. |
| |
Description
|
|
| 1.1 | | | Form of Underwriting Agreement (for Debt Securities).* | |
| 1.2 | | | Form of Underwriting Agreement (for Preferred Shares).* | |
| 1.3 | | | Form of Underwriting Agreement (for Common Shares).* | |
| 1.4 | | | Form of Underwriting Agreement (for Depositary Shares).* | |
| 1.5 | | | Form of Underwriting Agreement (for Warrants).* | |
| 4.1 | | | Composite Copy of Amended and Restated Declaration of Trust, dated August 21, 1995, as amended to date. (Incorporated by reference to our Post-Effective Amendment No. 2 to Registration Statement on Form S-3, File No. 333-226944.) | |
| 4.2 | | | | |
| 4.3 | | | | |
| 4.4 | | | Indenture, dated as of February 3, 2016, between Service Properties Trust (formerly Hospitality Properties Trust) and U.S. Bank National Association. (Incorporated by reference to our Current Report on Form 8-K filed on February 4, 2016.) | |
| 4.5 | | | | |
| 4.6 | | | | |
| 4.7 | | | | |
| 4.8 | | | Form of Senior Debt Security.* | |
| 4.9 | | | Form of Senior Subordinated Debt Security.* | |
| 4.10 | | | Form of Junior Subordinated Debt Security.* | |
| 4.11 | | | Form of Articles Supplementary for Preferred Shares.* | |
| 4.12 | | | Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares.* | |
| 4.13 | | | Form of Preferred Share Certificate.* | |
| 4.14 | | | | |
| 4.15 | | | Form of Warrant Agreement, including form of Warrant.* | |
| 5.1 | | | | |
| 5.2 | | | | |
| 5.3 | | | | |
| 8.1 | | | | |
| 22.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 23.3 | | | | |
| 23.4 | | | | |
| 23.5 | | | |
|
Exhibit
No. |
| |
Description
|
|
| 23.6 | | | | |
| 24.1 | | | | |
| 25.1 | | | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture dated February 3, 2016, between Service Properties Trust and U.S. Bank National Association.** | |
| 25.2 | | | | |
| 25.3 | | | | |
| 25.4 | | | |
| | | | SERVICE PROPERTIES TRUST | | |||
| | | | By: | | |
/s/ John G. Murray
John G. Murray
President and Chief Executive Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John G. Murray
John G. Murray
|
| | Managing Trustee; President and Chief Executive Officer | | |
August 20, 2021
|
|
|
/s/ Brian E. Donley
Brian E. Donley
|
| |
Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer) |
| |
August 20, 2021
|
|
|
/s/ Laurie B. Burns
Laurie B. Burns
|
| | Independent Trustee | | |
August 20, 2021
|
|
|
/s/ Robert E. Cramer
Robert E. Cramer
|
| | Independent Trustee | | |
August 20, 2021
|
|
|
/s/ Donna D. Fraiche
Donna D. Fraiche
|
| | Independent Trustee | | |
August 20, 2021
|
|
|
/s/ John L. Harrington
John L. Harrington
|
| | Independent Trustee | | |
August 20, 2021
|
|
|
/s/ William A. Lamkin
William A. Lamkin
|
| | Independent Trustee | | |
August 20, 2021
|
|
|
/s/ Adam D. Portnoy
Adam D. Portnoy
|
| | Managing Trustee | | |
August 20, 2021
|
|
| BANNER NEWCO LLC | | | HPT TRS INC. | |
| CAMBRIDGE TRS, INC. | | | HPT TRS MRP, INC. | |
| HARBOR COURT ASSOCIATES, LLC | | | HPT TRS SPES II, INC. | |
| HIGHWAY VENTURES BORROWER LLC | | | HPT TRS WYN, INC. | |
| HIGHWAY VENTURES LLC | | | HPT WACKER DRIVE TRS LLC | |
| HIGHWAY VENTURES PROPERTIES LLC | | | HPTCY PROPERTIES TRUST | |
| HIGHWAY VENTURES PROPERTIES TRUST | | | HPTMI HAWAII, INC. | |
| HPT CAMBRIDGE LLC | | | HPTMI PROPERTIES TRUST | |
| HPT CLIFT TRS LLC | | | HPTWN PROPERTIES TRUST | |
| HPT CW MA REALTY LLC | | | ROYAL SONESTA, INC. | |
| HPT CY TRS, INC. | | | SVC GATEHALL DRIVE TRS LLC | |
| HPT GEARY ABC HOLDINGS LLC | | | SVC HOLDINGS LLC | |
| HPT GEARY PROPERTIES TRUST | | | SVC JERSEY CITY TRS LLC | |
| HPT IHG CHICAGO PROPERTY LLC | | | SVC MORRIS PLAINS TRS LLC | |
| HPT IHG GA PROPERTIES LLC | | | SVC NANUET TRS LLC | |
| HPT IHG-2 PROPERTIES TRUST | | | SVC NJ TRS LLC | |
| HPT IHG-3 PROPERTIES LLC | | | SVC RANDOLPH STREET TRS LLC | |
| HPT SN HOLDING, INC. | | | SVC REDONDO BEACH TRS LLC | |
| HPT STATE STREET TRS LLC | | | SVCN 1 LLC | |
| HPT SUITE PROPERTIES TRUST | | | SVCN 2 LLC | |
| HPT TA PROPERTIES LLC | | | SVCN 3 LLC | |
| HPT TA PROPERTIES TRUST | | | SVCN 4 LLC | |
| HPT TRS IHG-2, INC. | | | SVCN 5 LLC | |
| | | | By: | | |
/s/ John G. Murray
John G. Murray
President and Chief Executive Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John G. Murray
John G. Murray
|
| | Trustee / Director, President and Chief Executive Officer | | |
August 20, 2021
|
|
|
/s/ Brian E. Donley
Brian E. Donley
|
| |
Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer) |
| |
August 20, 2021
|
|
|
/s/ Adam D. Portnoy
Adam D. Portnoy
|
| | Trustee / Director | | |
August 20, 2021
|
|
| | | | HPT CW MA REALTY TRUST | | |||
| | | | By: | | |
/s/ John G. Murray
John G. Murray
as Trustee and not individually |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John G. Murray
John G. Murray
|
| | as Trustee and not individually | | |
August 20, 2021
|
|
|
/s/ Adam D. Portnoy
Adam D. Portnoy
|
| | as Trustee and not individually | | |
August 20, 2021
|
|
Exhibit 5.1
August 20, 2021
Service Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), of Service Properties Trust, a Maryland real estate investment trust (the “Company”), proposed to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, you have requested our opinions set forth below.
You have provided us with a copy of the Registration Statement, which relates to an indeterminate amount of (i) debt securities of the Company (the “Debt Securities”), which may be guaranteed by certain present and future wholly owned domestic subsidiaries of the Company (the “Guarantors” and such guarantees, the “Guarantees”), (ii) common shares of beneficial interest, $.01 par value per share, of the Company (the “Common Shares”), (iii) preferred shares of beneficial interest of the Company (the “Preferred Shares”), (iv) depositary shares representing fractional interests in Preferred Shares (“Depositary Shares”) evidenced by depositary receipts therefor (“Depositary Receipts”), and (v) warrants to purchase from or sell to the Company, or to receive from the Company the cash value of the right to purchase or sell, one or more classes of securities registered under the Registration Statement (the “Warrants” and, together with the Debt Securities, the Guarantees, the Common Shares, the Preferred Shares and the Depositary Shares, the “Registered Securities”), in each case which may be offered from time to time by the Company, the Guarantors (with respect to the Guarantees) and/or security holders of the Company, as set forth in the final prospectus that forms a part of the Registration Statement (the “Prospectus”), and as to be set forth in one or more final supplements to the Prospectus (each, a “Prospectus Supplement”). As described in the Registration Statement and the Prospectus, Registered Securities may be offered in combination with other Registered Securities. As described in the Prospectus, (i) the Debt Securities and, if applicable, the Guarantees will be issued in one or more series pursuant to the indenture filed as Exhibit 4.4 to the Registration Statement (the “Existing Indenture”), or one or more of the indentures substantially in the form of Exhibit 4.5, Exhibit 4.6 or Exhibit 4.7 to the Registration Statement (each a “Form Indenture,” and together with the Existing Indenture, the “Indentures”), between the Company and the trustee party thereto (each, a “Trustee”); (ii) the Depositary Shares will be issued in one or more series pursuant to one or more depositary agreements (each, a “Depositary Agreement”) to be entered into between the Company and the depositary party thereto (each, a “Depositary”); and (iii) the Warrants will be issued in one or more series pursuant to one or more warrant agreements (each, a “Warrant Agreement”) to be entered into between the Company and the warrant agent party thereto (each, a “Warrant Agent”). Each Indenture, Depositary Agreement and Warrant Agreement and each underwriting agreement and other agreement or instrument, if any, that are hereafter required to be filed as an exhibit to the Registration Statement by an amendment thereto or by the filing of a Form 10-K, Form 10-Q or Form 8-K by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in the Registration Statement, in connection with offerings of Debt Securities, Guarantees, Depositary Shares or Warrants are referred to herein as “Related Documents”.
Service Properties Trust
August 20, 2021
Page 2
In connection with this opinion letter, we have examined the Registration Statement, the Prospectus, the Indentures and originals or copies of such records, agreements and instruments of the Company and the Guarantors, certificates of public officials and of officers of the Company and the Guarantors and such other documents and records, and such matters of law, as we have deemed appropriate as a basis for the opinions expressed herein. In rendering such opinions, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to the authentic original documents of all documents submitted to us as copies. As to any facts material to the opinions expressed herein, we have relied without independent verification upon certificates of public officials, upon statements of officers or other representatives of the Company and the Guarantors and statements of fact contained in documents we have examined.
For purposes of the opinions expressed herein, we have assumed that: (i) the Company and each Guarantor is an entity duly formed and validly existing and in good standing under the laws of its jurisdiction of formation, (ii) the Company and, if applicable, the Guarantors have the requisite organizational and legal power and authority to issue and offer the Registered Securities to be issued or offered by it and enter into and perform its obligations under the Related Documents to which it is or will be a party, and the issuance of the Registered Securities to be issued from time to time and the terms and conditions thereof and of the Related Documents, and the execution and delivery of the Related Documents to which the Company and, if applicable, the Guarantors is or will be a party by the Company and, if applicable, the Guarantors, will be duly authorized and approved on behalf of the Company and the Guarantors (such approvals referred to herein as the “Entity Proceedings”), (iii) the Entity Proceedings, the issuance of the Registered Securities and the terms and conditions of Related Documents will be (A) in accordance with all applicable laws and the Company’s and, if applicable, the Guarantors’ declaration of trust and bylaws or comparable organizational documents, and (B) not in conflict with any contractual or other requirements or restrictions, including without limitation those that may be imposed by any court or governmental body having jurisdiction over the Company or, if applicable, the Guarantors that are binding on the Company or the Guarantors, as applicable, (iv) each Trustee, Depositary and Warrant Agent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite organizational and legal power and authority to enter into and perform its obligations under the Related Documents to which it is a party, (v) the laws of the State of New York will be chosen to govern any Indenture, any Depositary Agreement, Depositary Shares and Depositary Receipts and any Warrant Agreement and Warrants, and that such choice is and will be legally valid and binding, (vi) when executed and delivered by the parties thereto, the Related Documents will be the valid and binding obligations of the parties thereto, other than the Company and, if applicable, the Guarantors, enforceable in accordance with their terms, and (vii) except in the case of the Form Indentures, each Related Document will be properly filed by an amendment to the Registration Statement or by the filing of a Form 10-K, Form 10-Q or Form 8-K by the Company under the Exchange Act, and properly incorporated by reference in the Registration Statement, as permitted by the Securities Act and the rules and regulations of the Commission thereunder.
Service Properties Trust
August 20, 2021
Page 3
We express no opinion herein as to any laws other than the laws of the State of New York and Commonwealth of Massachusetts, the Limited Liability Company Act of the State of Delaware (the “Delaware LLC Act”), and the federal laws of the United States. In connection with our opinions herein relating to the Delaware LLC Act, we call to your attention that such opinions are based solely upon our examination of the Delaware LLC Act as currently in effect (without regard to judicial interpretations thereof or rules or regulations promulgated thereunder). We are not admitted to practice law in the State of Delaware, and we expressly disclaim any opinions regarding Delaware contract law or general Delaware law that may be incorporated expressly or by operation of law into the Delaware LLC Act or into any limited liability company operating agreement or other document entered into pursuant thereto. Insofar as this opinion letter involves matters of Maryland law and/or Louisiana law, we have, with your permission, relied solely on the opinions of Venable LLP and Stone Pigman Walther Wittmann L.L.C., each dated August 20, 2021, copies of which we understand you are filing as Exhibits 5.2 and 5.3, respectively, to the Registration Statement, and with respect to matters involving Maryland and Louisiana law our opinion is subject to the exceptions, qualifications and limitations set forth in such opinions.
Our opinions set forth below with respect to the validity or binding effect of any security or obligation may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of creditors and secured parties or the obligations of debtors, (ii) general principles of equity (whether considered in a proceeding in equity or at law), including but not limited to principles limiting the availability of specific performance or injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing, (iii) the possible unenforceability under certain circumstances of provisions providing for indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, and (iv) the effect of course of dealing, course of performance, oral agreements or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.
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August 20, 2021
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Based on and subject to the foregoing, we are of the opinion that, as of the date hereof:
(1) Each series of Debt Securities and the Guarantees, if any, will be valid and binding obligations of the Company and the Guarantors, as applicable, enforceable in accordance with their terms, when (i) the Registration Statement shall have become effective under the Securities Act and an appropriate Prospectus Supplement with respect to the Debt Securities and the Guarantees, if any, shall have been prepared and filed with the Commission, (ii) the applicable Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), and a Form T-1 shall have been filed with the Commission and become effective under the TIA with respect to the trustee executing the applicable Indenture or any related supplemental indenture, (iii) all Entity Proceedings relating to such series of Debt Securities, the Guarantees, if any, and any applicable Related Documents shall have been duly completed and shall not have been modified or rescinded, (iv) the applicable Indenture (and any related supplemental indenture) shall have been duly executed and delivered by the Company and, if applicable, the Guarantors and the applicable Trustee, and (v) such series of Debt Securities and such Guarantees, if any, shall have been (A) duly executed by the Company and the Guarantors, if any, authenticated by the Trustee as provided in the applicable Indenture and Entity Proceedings and issued by the Company and the Guarantors, if any, and (B) duly delivered to the purchasers thereof against payment of the agreed consideration therefor, as provided in the Registration Statement, the Prospectus, the applicable Prospectus Supplement, Indenture and Entity Proceedings and, if applicable, the Registered Securities and Related Documents in respect of which such Debt Securities and Guarantees, if any, are being issued upon conversion, exchange or exercise.
(2) Each series of Depositary Shares will be validly issued, and the related Depositary Receipts will be validly issued and will entitle the holders thereof to the rights specified therein and in the applicable Depositary Agreement, when (i) the Registration Statement shall have become effective under the Securities Act and an appropriate Prospectus Supplement with respect to the Depositary Shares and related Depositary Receipts shall have been prepared and filed with the Commission, (ii) all Entity Proceedings relating to such series of Depositary Shares and the underlying Preferred Shares and any applicable Related Documents shall have been duly completed and shall not have been modified or rescinded, (iii) the applicable Depositary Agreement shall have been duly executed and delivered by the Company and the applicable Depositary, (iv) the underlying Preferred Shares shall have been validly issued and are fully paid and non-assessable and shall have been duly deposited with such Depositary under such Depositary Agreement, and (v) the applicable Depositary Receipts shall have been (A) duly executed by such Depositary as provided in such Depositary Agreement and the applicable Entity Proceedings and issued by such Depositary, and (B) duly delivered to the purchasers thereof against payment of the agreed consideration therefor, as provided in the Registration Statement, the Prospectus, the applicable Prospectus Supplement, Depositary Agreement and Entity Proceedings and, if applicable, the Registered Securities and Related Documents in respect of which such Depositary Shares are being issued upon conversion, exchange or exercise.
(3) Each series of Warrants will constitute the valid and binding obligations of the Company, enforceable in accordance with their terms, when (i) the Registration Statement shall have become effective under the Securities Act and an appropriate Prospectus Supplement with respect to the Warrants shall have been prepared and filed with the Commission, (ii) all Entity Proceedings relating to such series of Warrants and the Registered Securities which are issuable upon exercise thereof and any applicable Related Documents shall have been duly completed and shall not have been modified or rescinded, (iii) the applicable Warrant Agreement shall have been duly executed and delivered by the Company and the applicable Warrant Agent, and (iv) such Warrants shall have been (A) duly executed by the Company, authenticated by the Warrant Agent as provided in the applicable Warrant Agreement and the applicable Entity Proceedings and issued by the Company, and (B) duly delivered to the purchasers thereof against payment of the agreed consideration therefor, as provided in the Registration Statement, the Prospectus, the applicable Prospectus Supplement, Warrant Agreement and Entity Proceedings and, if applicable, the Registered Securities and Related Documents in respect of which such Warrants are being issued upon conversion, exchange or exercise.
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August 20, 2021
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The opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect).
This opinion is rendered to you in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ Sullivan & Worcester LLP | |
SULLIVAN & WORCESTER LLP |
Exhibit 5.2
August 20, 2021
Service Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have served as Maryland counsel to Service Properties Trust, a Maryland real estate investment trust (the “Company”), and the Company’s subsidiaries listed on Schedule I hereto (the “Subsidiaries”), in connection with certain matters of Maryland law arising out of the registration of the following securities (collectively, the “Securities”): (i) debt securities of the Company (the “Debt Securities”); (ii) common shares of beneficial interest, $.01 par value per share (“Common Shares”), of the Company; (iii) preferred shares of beneficial interest, $.01 par value per share (“Preferred Shares”), of the Company; (iv) depositary shares of the Company representing whole or fractional interests in Preferred Shares (“Depositary Shares”); (v) warrants of the Company to purchase Debt Securities, Common Shares, Preferred Shares or Depositary Shares (“Warrants” and, together with the Debt Securities, the Common Shares, the Preferred Shares and the Depositary Shares, the “Company Securities”); and (vi) guarantees of Debt Securities (the “Subsidiary Guarantees”) by the Subsidiaries, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), on our about the date hereof.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. The Registration Statement and the related form of prospectus included therein;
2. The Amended and Restated Declaration of Trust, as amended and supplemented, of the Company (the “Declaration of Trust”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Amended and Restated Bylaws of the Company, as amended (the “Bylaws”), certified as of the date hereof by an officer of the Company;
4. The Declarations of Trust (the “Trust Subsidiary Declarations of Trust”) of each of the Trust Subsidiaries (as defined on Schedule I), certified by the SDAT;
Service Properties Trust
August 20, 2021
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5. The Bylaws (the “Trust Subsidiary Bylaws”) of each of the Trust Subsidiaries, certified as of the date hereof by an officer of each of the Trust Subsidiaries;
6. The Articles of Organization (the “LLC Subsidiary Articles of Organization”) of each of the LLC Subsidiaries (as defined on Schedule I), certified by the SDAT;
7. The Operating Agreements (the “LLC Subsidiary Operating Agreements”) of each of the LLC Subsidiaries, certified as of the date hereof by an officer of each of the LLC Subsidiaries;
8. The Charters (the “Corporate Subsidiary Charters”) of each of the Corporate Subsidiaries (as defined on Schedule I), certified by the SDAT;
9. The Bylaws (the “Corporate Subsidiary Bylaws” and, together with the Trust Subsidiary Declarations of Trust, Trust Subsidiary Bylaws, LLC Subsidiary Articles of Organization, LLC Subsidiary Operating Agreements and Corporate Subsidiary Charters, the “Subsidiary Documents”) of each of the Corporate Subsidiaries, certified as of the date hereof by an officer of each of the Corporate Subsidiaries;
10. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
11. Resolutions (the “Company Resolutions”) adopted by the Board of Trustees of the Company (the “Board”), relating to the registration of the Company Securities, certified as of the date hereof by an officer of the Company;
12. Resolutions (the “Subsidiary Resolutions”) adopted by the Board of Trustees, Managing Members or the Board of Directors, as the case may be, of the Subsidiaries, relating to the registration of the Guarantees, certified as of the date hereof by an officer of each of the Subsidiaries;
13. A certificate executed by an officer of the Company and each of the Subsidiaries, dated as of the date hereof; and
14. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
Service Properties Trust
August 20, 2021
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In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company and the Subsidiaries) is duly authorized to do so.
3. Each of the parties (other than the Company and the Subsidiaries) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The issuance of, and certain terms of, the Company Securities to be issued by the Company from time to time will be authorized and approved by the Board, or a duly authorized committee thereof, in accordance with the Maryland REIT Law, the Declaration of Trust, the Bylaws and the Company Resolutions (such approval referred to herein as the “Trust Proceedings”).
6. The issuance of, and certain terms of, the Guarantees to be issued by the Subsidiaries from time to time will be authorized and approved by the Board of Trustees, Managing Member or Board of Directors, as the case may be, of each of the Subsidiaries, in accordance with the applicable Subsidiary Documents and Subsidiary Resolutions (such approval referred to herein as the “Subsidiary Proceedings”).
7. Articles Supplementary creating and designating the number of shares and the terms of any class or series of Preferred Shares to be issued by the Company will be filed with and accepted for record by the SDAT prior to the issuance of such Preferred Shares.
8. Upon the issuance of any Company Securities that are Common Shares (“Common Securities”), including Common Securities which may be issued upon conversion or exercise of any other Company Securities convertible into or exercisable for Common Securities, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration of Trust.
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August 20, 2021
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9. Upon the issuance of any Company Securities that are Preferred Shares (“Preferred Securities”), including (i) Preferred Securities which may be issued upon conversion or exercise of any other Company Securities convertible into or exercisable for Preferred Securities and (ii) Preferred Securities represented by Depositary Shares, the total number of Preferred Shares issued and outstanding, and the total number of issued and outstanding shares of the applicable class or series of Preferred Shares designated pursuant to the Declaration of Trust, will not exceed the total number of Preferred Shares or the number of shares of such class or series of Preferred Shares that the Company is then authorized to issue under the Declaration of Trust.
10. The Securities will not be issued or transferred in violation of any restriction or limitation contained in Article VII (Restriction on Transfer and Ownership of Shares) of the Declaration of Trust.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. Each of the Trust Subsidiaries is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland. Each of the LLC Subsidiaries is a limited liability company duly formed and existing under and by virtue of the laws of the State of Maryland. Each of the Corporate Subsidiaries is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland.
3. Upon the completion of all Trust Proceedings relating to the Debt Securities, the issuance of the Debt Securities will be duly authorized.
4. Upon the completion of all Trust Proceedings relating to the Common Securities, the issuance of the Common Securities will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Trust Proceedings, the Common Securities will be validly issued, fully paid and nonassessable.
5. Upon the completion of all Trust Proceedings relating to the Preferred Securities, the issuance of the Preferred Securities will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Trust Proceedings, the Preferred Securities will be validly issued, fully paid and nonassessable.
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August 20, 2021
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6. Upon the completion of all Trust Proceedings relating to the Depositary Shares, the issuance of the Depositary Shares will be duly authorized.
7. Upon the completion of all Trust Proceedings relating to the Warrants, the issuance of the Warrants will be duly authorized.
8. Upon the completion of all Subsidiary Proceedings relating to the Guarantees, the Guarantees will be duly authorized.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the compliance with, or the applicability of, federal or state securities laws, including the securities laws of the State of Maryland.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act. Sullivan & Worcester LLP, counsel to the Company, may rely on this opinion in connection with an opinion of even date herewith to be issued by it relating to the issuance of the Securities.
Very truly yours, | |
/s/ Venable LLP |
SCHEDULE I
Trust Subsidiaries | |
Subsidiaries that are Maryland real estate investment trusts (the “Trust Subsidiaries”) | |
1. | Highway Ventures Properties Trust |
2. | HPT Geary Properties Trust |
3. | HPT IHG-2 Properties Trust |
4. | HPT Suite Properties Trust |
5. | HPT TA Properties Trust |
6. | HPTCY Properties Trust |
7. | HPTMI Properties Trust |
8. | HPTWN Properties Trust |
LLC Subsidiaries | |
Subsidiaries that are Maryland limited liability companies (the “LLC Subsidiaries”) | |
9. | Harbor Court Associates, LLC |
10. | Highway Ventures Properties LLC |
11. | HPT Clift TRS LLC |
12. | HPT CW MA Realty LLC |
13. | HPT Geary ABC Holdings LLC |
14. | HPT IHG Chicago Property LLC |
15. | HPT IHG GA Properties LLC |
16. | HPT IHG-3 Properties LLC |
17. | HPT State Street TRS LLC |
18. | HPT TA Properties LLC |
19. | HPT Wacker Drive TRS LLC |
20. | SVC Gatehall Drive TRS LLC |
21. | SVC Holdings LLC |
22. | SVC Jersey City TRS LLC |
23. | SVC Morris Plains TRS LLC |
24. | SVC Nanuet TRS LLC |
25. | SVC NJ TRS LLC |
26. | SVC Randolph Street TRS LLC |
27. | SVC Redondo Beach TRS LLC |
Corporate Subsidiaries | |
Subsidiaries that are Maryland corporations (the “Corporate Subsidiaries”) | |
28. | Cambridge TRS, Inc. |
29. | HPT CY TRS, Inc. |
30. | HPT TRS IHG-2, Inc. |
31. | HPT TRS Inc. |
32. | HPT TRS MRP, Inc. |
33. | HPT TRS SPES II, Inc. |
34. | HPT TRS WYN, Inc. |
Exhibit 5.3
Stone Pigman Walther Wittmann l.l.c. |
counsellors at law | ||
909 POYDRAS STREET, SUITE 3150 | ||
NEW ORLEANS, LOUISIANA 70112- | Our File Number | |
4042 | ||
(504) 581-3200 | ||
FAX (504) 581-3361 | 67,060 | |
www.stonepigman.com |
August 20, 2021
Service Properties Trust |
Two Newton Place |
255 Washington Street, Suite 300 |
Newton, MA 02458-1634 |
Re: | Royal Sonesta, Inc. |
Ladies and Gentlemen:
1. | Introduction and Documents Reviewed |
1.1 We have acted as special Louisiana (the "State") counsel to Royal Sonesta, Inc. (the "Corporation"), relating to the registration by Service Properties Trust, a real estate investment trust organized under Maryland law (the "Company"), under the Securities Act of 1933, as amended (the "Act"), and the issuance from time to time in one or more offerings of one or more series of debt securities (the "Debt Securities") to be guaranteed by certain subsidiaries of the Company, including the Corporation (collectively, the "Guarantors"), pursuant to the registration statement on Form S-3, to be filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof (as so amended, the "Registration Statement").
1.2 In our capacity as special State counsel, we have examined executed copies of the following documents (collectively, the "Commission Documents"):
(a) | The Registration Statement; and |
(b) | The Indenture dated February 3, 2016, between the Company (f/k/a Hospitality Properties Trust) and U.S. Bank National Association (as amended, the "Indenture"). |
1.3 In our capacity as special State counsel, we have also examined copies of the following documents (collectively, the "Corporate Documents"):
(a) | The Articles of Incorporation of the Corporation dated January 5, 1977; |
(b) | Bylaws (undated) of the Corporation; |
Stone Pigman Walther Wittmann, L.L.C.
Page 2
August 20, 2021
(c) | The Certificate of Good Standing of the Corporation issued by the Louisiana Secretary of State on August 2, 2021 (the "Good Standing Certificate"); |
(d) | Action of the Board of Directors by Unanimous Written Consent dated August 12, 2021; and |
(e) | The Certificate of the Secretary of the Corporation dated August 20, 2021. |
The Commission Documents and the Corporate Documents are sometimes collectively referred to as the "Documents".
1.4 We have also examined originals, or copies identified to our satisfaction as being true copies, of such Corporation records, documents and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. As to various questions of fact material to our opinions, we have relied on the representations and warranties contained in the Documents and the other documents executed and delivered in connection therewith, and certificates and written statements of representatives of the Corporation, and we have assumed the accuracy and completeness of the representations and warranties contained in the Documents. Except as expressly stated elsewhere in this opinion, we have not made or undertaken to make any investigation as to factual matters or as to the accuracy or completeness of any representation, warranty, data or other information, whether written or oral, that may have been made by or on behalf of the parties to any of the Documents or otherwise.
2. | Defined Terms |
The defined terms set forth on Exhibit A are sometimes used in this opinion. Capitalized terms used in this letter and not otherwise defined have the meanings given them in the Registration Statement.
3. | Assumptions |
3.1 With your permission, we have made the following assumptions in rendering this opinion.
3.2 All signatures on original documents submitted to us are genuine; all documents submitted to us as originals are authentic; all documents submitted to us as certified, conformed, fax, pdf or photostatic copies conform to authentic original documents; and all certificates of public officials are accurate, complete and authentic.
3.3 Except as specifically addressed in opinion paragraphs 4.3 and 4.4 as to the Corporation, each of the parties has duly authorized, executed and delivered each Commission Document to which it is a party. All individuals executing and delivering the Commission Documents on behalf of the parties have the legal capacity to do so. The Commission Documents constitute the legal, valid and binding obligations of all of the parties thereto, enforceable against them in accordance with their respective terms under the laws of all applicable jurisdictions.
Stone Pigman Walther Wittmann, L.L.C.
Page 3
August 20, 2021
3.4 We have assumed that the issuance of, and the terms of, the guarantees to be issued by the Corporation from time to time as contemplated by the Registration Statement with respect to any series of Debt Securities (the "Guarantees") will be authorized and approved by the Board of Directors of the Corporation, or a duly authorized committee thereof, in accordance with Applicable Law and the Corporate Documents (such approval referred to herein as the "Corporate Proceedings").
3.5 We have further assumed that at no future time would any subsequent change of fact or law affect adversely our ability to render at such time the opinions given in this letter.
4. | Opinions |
4.1 Based on the foregoing and such investigations as we have deemed necessary, and subject to the qualifications and exceptions contained in this letter, we are of the following opinions.
4.2 Based solely on our review of the Corporate Documents and Applicable Law, the Corporation is a corporation duly incorporated under Applicable Law, is validly existing and is in good standing with the Louisiana Secretary of State.
4.3 Based solely on our review of the Corporate Documents and Applicable Law, the Corporation possesses the corporate power and authority to execute and deliver one or more supplemental indentures to the Indenture as contemplated by the Registration Statement, to perform its obligations thereunder and to issue the Guarantees pursuant to the terms thereof.
4.4 Upon completion of the Corporate Proceedings with respect to the issuance of a Guarantee, the issuance of such Guarantee by the Corporation will be duly authorized by all requisite corporate action on the part of the Corporation.
5. | Qualifications |
5.1 In addition to the qualifications and assumptions set forth elsewhere in this letter, the opinions set forth in this letter are subject to the following qualifications.
5.2 We express no opinion as to the enforceability of the Guarantees, which we understand are not to be governed by Applicable Law.
5.3 This opinion is limited to Applicable Law. We express no opinion with regard to any matter that may be governed by the laws of any other jurisdiction.
Stone Pigman Walther Wittmann, L.L.C.
Page 4
August 20, 2021
5.4 The opinions expressed herein are given as of the date hereof. We assume no obligation to update or supplement such opinions to reflect any fact or circumstance that may hereafter come to our attention or any change in law that may hereafter become effective.
5.5 We hereby consent to the filing of this opinion as Exhibit 5.3 to the Registration Statement. We also hereby consent to the reference to our firm under the heading "Legal Matters" in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are "experts" under the Act or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement, including this exhibit.
5.6 We did not participate in the preparation of the Registration Statement. We have conducted no independent investigation with respect to, nor do we express any opinion with respect to, the accuracy, completeness, compliance with any securities or other laws, or fairness of any part of the Registration Statement.
Yours very truly, | |
/s/ Stone Pigman Walther Wittmann, L.L.C. |
EXHIBIT A
Louisiana Defined Terms
"Applicable Law" means the present laws, rules and regulations of the State applicable to subsidiary guarantees of the kind contemplated by the Registration Statement, and the present judicial and administrative interpretations thereof as are generally available (i.e., in terms of access and distribution following publication or other release) to lawyers practicing in the State and in a format that makes legal research reasonably feasible. The term does not include (i) state "Blue Sky" laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments; (ii) pension and employee benefit laws and regulations; (iii) state antitrust and unfair competition laws and regulations; (iv) state laws and regulations concerning filing and notice requirements, other than requirements applicable to charter related documents such as a certificate of merger and other than the filing of mortgages and financing statements to perfect the mortgage and security interests granted thereby; (v) Local Law; (vi) fiduciary duty laws; (vii) fraudulent transfer, fraudulent conveyance, and unlawful distribution laws and bankruptcy and similar laws; (viii) state environmental laws and regulations; (ix) state land use and subdivision laws and regulations; (x) state tax laws and regulations; (xi) state trademark, and other state intellectual property laws and regulations; (xii) state racketeering laws and regulations; (xiii) state health and safety laws and regulations; (xiv) state labor laws and regulations; (xv) state laws, regulations and policies concerning (A) national, state and local emergency, (B) possible judicial deference to acts of sovereign states and (C) criminal and civil forfeiture laws; and (xvi) other state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes).
"Local Law" means the laws and ordinances, administrative decisions and rules and regulations of parishes, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level, such as water agencies and joint power districts) and judicial decisions to the extent that they deal with any of the foregoing.
Exhibit 8.1
August 20, 2021
Service Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458
Ladies and Gentlemen:
The following opinion is furnished to Service Properties Trust, a Maryland real estate investment trust (the “Company”), to be filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 8.1 to the Company’s Registration Statement on Form S-3 filed on the date hereof (including the prospectus forming a part thereof, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”).
We have acted as counsel for the Company in connection with the preparation of the Registration Statement. We have reviewed originals or copies of such corporate records, such certificates and statements of officers of the Company and of public officials, and such other documents as we have considered relevant and necessary in order to furnish the opinion hereinafter set forth. In doing so, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Specifically, and without limiting the generality of the foregoing, we have reviewed: (i) the Company’s amended and restated declaration of trust, as amended and supplemented, and its amended and restated bylaws, as amended; (ii) the Registration Statement; (iii) the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020 (the “Form 10-K”, which is incorporated by reference into the Registration Statement); and (iv) the Company’s Quarterly Reports on Form 10-Q for its quarterly periods ended March 31, 2021 and June 30, 2021 (the “Forms 10-Q”, which are incorporated by reference into the Registration Statement, and together with the Form 10-K, the “Periodic Filings”). For purposes of the opinion set forth below, we have assumed that any documents (other than documents which have been executed, delivered, adopted, or filed, as applicable, by the Company prior to the date hereof) that have been provided to us in draft form will be executed, delivered, adopted, and filed, as applicable, without material modification.
The opinion set forth below is based upon the Internal Revenue Code of 1986, as amended, the Treasury regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, “Tax Laws”), and upon the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, “ERISA Laws”). No assurance can be given that Tax Laws or ERISA Laws will not change. In the discussions with respect to Tax Laws matters and ERISA Laws matters in the sections of Item 1 of the Form 10-K captioned “Material United States Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans and Individual Retirement Accounts”, certain assumptions have been made therein and certain conditions and qualifications have been expressed therein, all of which assumptions, conditions, and qualifications are incorporated herein by reference. With respect to all questions of fact on which our opinion is based, we have assumed the initial and continuing truth, accuracy, and completeness of: (i) the information set forth in the Registration Statement or in the Periodic Filings, or in any exhibits thereto or any documents incorporated therein by reference; and (ii) representations made to us by officers of the Company or contained in the Registration Statement or in the Periodic Filings, or in any exhibits thereto or any documents incorporated therein by reference, in each such instance without regard to qualifications such as “to the best knowledge of” or “in the belief of”. We have not independently verified such information.
Service Properties Trust
August 20, 2021
Page 2
We have relied upon, but not independently verified, the foregoing assumptions. If any of the foregoing assumptions are inaccurate or incomplete for any reason, or if the transactions described in the Registration Statement or in the Periodic Filings, or in any exhibits thereto or any documents incorporated therein by reference, have been or are consummated in a manner that is inconsistent with the manner contemplated therein, our opinion as expressed below may be adversely affected and may not be relied upon.
Based upon and subject to the foregoing: (i) we are of the opinion that the discussions with respect to Tax Laws matters and ERISA Laws matters in the sections of Item 1 of the Form 10-K captioned “Material United States Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans and Individual Retirement Accounts” in all material respects are, subject to the limitations set forth therein, the material Tax Laws considerations and the material ERISA Laws considerations relevant to holders of the securities of the Company discussed therein (the “Securities”); and (ii) we hereby confirm that the opinions of counsel referred to in said sections represent our opinions on the subject matters thereof.
Our opinion above is limited to the matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other matters or any other transactions. Further, we disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented, or assumed herein or any subsequent changes in Tax Laws or ERISA Laws.
This opinion is rendered to you in connection with the filing of the Registration Statement. Purchasers and holders of the Securities are urged to consult their own tax advisors or counsel, particularly with respect to their particular tax consequences of acquiring, holding, and disposing of the Securities, which may vary for investors in different tax situations. We hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statement, and to the references to our firm in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the SEC promulgated thereunder.
Very truly yours, | |
/s/ Sullivan & Worcester LLP | |
SULLIVAN & WORCESTER LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 1, 2021 relating to the financial statements of Service Properties Trust (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2020. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
August 20, 2021
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Service Properties Trust for the registration of debt securities and related guarantees, common shares of beneficial interest, preferred shares of beneficial interest, depositary shares, and warrants and to the incorporation by reference therein of our report dated February 28, 2020, with respect to the consolidated financial statements of Service Properties Trust included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
August 20, 2021
Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
David W. Doucette
U.S. Bank National Association
One Federal Street, 10th Floor
Boston, MA 02110
(617) 603-6534
(Name, address and telephone number of agent for service)
SERVICE PROPERTIES TRUST
SUBSIDIARY GUARANTOR REGISTRANTS (SEE BELOW)
(Exact name of obligor as specified in its charter)
Maryland | 04-3262075 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts |
02458-1634 |
(Address of principal executive offices) | (Zip Code) |
Senior Debt Securities
and Guarantees of Senior Debt Securities
(Title of the indenture securities)
TABLE OF CO-REGISTRANTS
Exact Name of Registrant as Specified in its Charter | State or Jurisdiction of Incorporation or Organization | Entity Type | IRS Employer Identification Number | |||
Banner NewCo LLC | Delaware | Limited liability company | 84-3069989 | |||
Cambridge TRS, Inc | Maryland | Corporation | 45-4167445 | |||
Harbor Court Associates, LLC | Maryland | Limited liability company | 56-2550257 | |||
Highway Ventures Borrower LLC | Delaware | Limited liability company | 84-3373977 | |||
Highway Ventures LLC | Delaware | Limited liability company | 84-3373884 | |||
Highway Ventures Properties LLC | Maryland | Limited liability company | 26-0240108 | |||
Highway Ventures Properties Trust | Maryland | Real estate investment trust | 26-0239999 | |||
HPT Cambridge LLC | Massachusetts | Limited liability company | 04-6148511 | |||
HPT Clift TRS LLC | Maryland | Limited liability company | 82-4109793 | |||
HPT CW MA Realty LLC | Maryland | Limited liability company | 85-1552858 | |||
HPT CW MA Realty Trust | Massachusetts | Nominee Trust | 46-2440496 | |||
HPT CY TRS, Inc | Maryland | Corporation | 46-1213113 | |||
HPT Geary ABC Holdings LLC | Maryland | Limited liability company | 46-1920850 | |||
HPT Geary Properties Trust | Maryland | Real estate investment trust | 46-2080511 | |||
HPT IHG Chicago Property LLC | Maryland | Limited liability company | 84-2997973 | |||
HPT IHG GA Properties LLC | Maryland | Limited liability company | 20-2870357 | |||
HPT IHG-2 Properties Trust | Maryland | Real estate investment trust | 20-1997811 | |||
HPT IHG-3 Properties LLC | Maryland | Limited liability company | 20-3947942 | |||
HPT SN Holding, Inc | New York | Corporation | 13-5648107 | |||
HPT State Street TRS LLC | Maryland | Limited liability company | 84-2998086 | |||
HPT Suite Properties Trust | Maryland | Real estate investment trust | 04-3397210 | |||
HPT TA Properties LLC | Maryland | Limited liability company | 20-8260669 | |||
HPT TA Properties Trust | Maryland | Real estate investment trust | 20-8260357 | |||
HPT TRS IHG-2, Inc | Maryland | Corporation | 20-2131948 | |||
HPT TRS Inc | Maryland | Corporation | 04-3548096 | |||
HPT TRS MRP, Inc | Maryland | Corporation | 27-4654560 | |||
HPT TRS SPES II, Inc | Maryland | Corporation | 43-2012365 | |||
HPT TRS WYN, Inc | Maryland | Corporation | 46-0781608 | |||
HPT Wacker Drive TRS LLC | Maryland | Limited liability company | 84-2998217 | |||
HPTCY Properties Trust | Maryland | Real estate investment trust | 04-3308179 | |||
HPTMI Hawaii, Inc | Delaware | Corporation | 04-3563876 | |||
HPTMI Properties Trust | Maryland | Real estate investment trust | 04-3360772 | |||
HPTWN Properties Trust | Maryland | Real estate investment trust | 04-3308198 | |||
Royal Sonesta, Inc | Louisiana | Corporation | 72-0803191 | |||
SVC Gatehall Drive TRS LLC | Maryland | Limited liability company | 86-1396045 | |||
SVC Holdings LLC | Maryland | Limited liability company | 84-4879602 | |||
SVC Jersey City TRS LLC | Maryland | Limited liability company | 85-3494714 | |||
SVC Morris Plains TRS LLC | Maryland | Limited liability company | 85-3494969 | |||
SVC Nanuet TRS LLC | Maryland | Limited liability company | 85-3495195 | |||
SVC NJ TRS LLC | Maryland | Limited liability company | 85-2484541 | |||
SVC Randolph Street TRS LLC | Maryland | Limited liability company | 85-3500521 | |||
SVC Redondo Beach TRS LLC | Maryland | Limited liability company | 85-3506957 | |||
SVCN 1 LLC | Delaware | Limited liability company | 20-1262089 | |||
SVCN 2 LLC | Delaware | Limited liability company | 20-2928350 | |||
SVCN 3 LLC | Delaware | Limited liability company | 20-3118006 | |||
SVCN 4 LLC | Delaware | Limited liability company | 84-3069763 | |||
SVCN 5 LLC | Delaware | Limited liability company | 84-3069896 |
2
FORM T-1
Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
1. | A copy of the Articles of Association of the Trustee.* |
2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
4. | A copy of the existing bylaws of the Trustee.** |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of March 31, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 20th of August, 2021.
By: | /s/ David W. Doucette | |
David W. Doucette | ||
Vice President |
4
Exhibit 2
5
Exhibit 3
6
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: August 20, 2021
By: | /s/ David W. Doucette | |
David W. Doucette | ||
Vice President |
7
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2021
($000’s)
6/30/2021 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 44,435,957 | ||
Securities | 158,894,854 | |||
Federal Funds | 2,376 | |||
Loans & Lease Financing Receivables | 296,741,901 | |||
Fixed Assets | 6,294,698 | |||
Intangible Assets | 13,278,545 | |||
Other Assets | 28,204,350 | |||
Total Assets | $ | 547,852,681 | ||
Liabilities | ||||
Deposits | $ | 442,902,823 | ||
Fed Funds | 1,412,092 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,119,485 | |||
Other Borrowed Money | 31,883,676 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,600,000 | |||
Other Liabilities | 14,222,155 | |||
Total Liabilities | $ | 495,140,231 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 37,622,248 | |||
Minority Interest in Subsidiaries | 805,087 | |||
Total Equity Capital | $ | 52,712,450 | ||
Total Liabilities and Equity Capital | $ | 547,852,681 |
8
Exhibit 25.2
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
David W. Doucette
U.S. Bank National Association
One Federal Street, 10th Floor
Boston, MA 02110
(617) 603-6534
(Name, address and telephone number of agent for service)
SERVICE PROPERTIES TRUST
SUBSIDIARY GUARANTOR REGISTRANTS (SEE BELOW)
(Exact name of obligor as specified in its charter)
Maryland | 04-3262075 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts |
02458-1634 |
(Address of principal executive offices) | (Zip Code) |
Senior Debt Securities
and Guarantees of Senior Debt Securities
(Title of the indenture securities)
TABLE OF CO-REGISTRANTS
Exact Name of Registrant as Specified in its Charter | State or Jurisdiction of Incorporation or Organization | Entity Type | IRS Employer Identification Number | |||
Banner NewCo LLC | Delaware | Limited liability company | 84-3069989 | |||
Cambridge TRS, Inc | Maryland | Corporation | 45-4167445 | |||
Harbor Court Associates, LLC | Maryland | Limited liability company | 56-2550257 | |||
Highway Ventures Borrower LLC | Delaware | Limited liability company | 84-3373977 | |||
Highway Ventures LLC | Delaware | Limited liability company | 84-3373884 | |||
Highway Ventures Properties LLC | Maryland | Limited liability company | 26-0240108 | |||
Highway Ventures Properties Trust | Maryland | Real estate investment trust | 26-0239999 | |||
HPT Cambridge LLC | Massachusetts | Limited liability company | 04-6148511 | |||
HPT Clift TRS LLC | Maryland | Limited liability company | 82-4109793 | |||
HPT CW MA Realty LLC | Maryland | Limited liability company | 85-1552858 | |||
HPT CW MA Realty Trust | Massachusetts | Nominee Trust | 46-2440496 | |||
HPT CY TRS, Inc | Maryland | Corporation | 46-1213113 | |||
HPT Geary ABC Holdings LLC | Maryland | Limited liability company | 46-1920850 | |||
HPT Geary Properties Trust | Maryland | Real estate investment trust | 46-2080511 | |||
HPT IHG Chicago Property LLC | Maryland | Limited liability company | 84-2997973 | |||
HPT IHG GA Properties LLC | Maryland | Limited liability company | 20-2870357 | |||
HPT IHG-2 Properties Trust | Maryland | Real estate investment trust | 20-1997811 | |||
HPT IHG-3 Properties LLC | Maryland | Limited liability company | 20-3947942 | |||
HPT SN Holding, Inc | New York | Corporation | 13-5648107 | |||
HPT State Street TRS LLC | Maryland | Limited liability company | 84-2998086 | |||
HPT Suite Properties Trust | Maryland | Real estate investment trust | 04-3397210 | |||
HPT TA Properties LLC | Maryland | Limited liability company | 20-8260669 | |||
HPT TA Properties Trust | Maryland | Real estate investment trust | 20-8260357 | |||
HPT TRS IHG-2, Inc | Maryland | Corporation | 20-2131948 | |||
HPT TRS Inc | Maryland | Corporation | 04-3548096 | |||
HPT TRS MRP, Inc | Maryland | Corporation | 27-4654560 | |||
HPT TRS SPES II, Inc | Maryland | Corporation | 43-2012365 | |||
HPT TRS WYN, Inc | Maryland | Corporation | 46-0781608 | |||
HPT Wacker Drive TRS LLC | Maryland | Limited liability company | 84-2998217 | |||
HPTCY Properties Trust | Maryland | Real estate investment trust | 04-3308179 | |||
HPTMI Hawaii, Inc | Delaware | Corporation | 04-3563876 | |||
HPTMI Properties Trust | Maryland | Real estate investment trust | 04-3360772 | |||
HPTWN Properties Trust | Maryland | Real estate investment trust | 04-3308198 | |||
Royal Sonesta, Inc | Louisiana | Corporation | 72-0803191 | |||
SVC Gatehall Drive TRS LLC | Maryland | Limited liability company | 86-1396045 | |||
SVC Holdings LLC | Maryland | Limited liability company | 84-4879602 | |||
SVC Jersey City TRS LLC | Maryland | Limited liability company | 85-3494714 | |||
SVC Morris Plains TRS LLC | Maryland | Limited liability company | 85-3494969 | |||
SVC Nanuet TRS LLC | Maryland | Limited liability company | 85-3495195 | |||
SVC NJ TRS LLC | Maryland | Limited liability company | 85-2484541 | |||
SVC Randolph Street TRS LLC | Maryland | Limited liability company | 85-3500521 | |||
SVC Redondo Beach TRS LLC | Maryland | Limited liability company | 85-3506957 | |||
SVCN 1 LLC | Delaware | Limited liability company | 20-1262089 | |||
SVCN 2 LLC | Delaware | Limited liability company | 20-2928350 | |||
SVCN 3 LLC | Delaware | Limited liability company | 20-3118006 | |||
SVCN 4 LLC | Delaware | Limited liability company | 84-3069763 | |||
SVCN 5 LLC | Delaware | Limited liability company | 84-3069896 |
2
FORM T-1
Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. | AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
1. | A copy of the Articles of Association of the Trustee.* |
2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
4. | A copy of the existing bylaws of the Trustee.** |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of March 31, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 20th of August, 2021.
By: | /s/ David W. Doucette | |
David W. Doucette | ||
Vice President |
4
Exhibit 2
5
Exhibit 3
6
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: August 20, 2021
By: | /s/ David W. Doucette | |
David W. Doucette | ||
Vice President |
7
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2021
($000’s)
6/30/2021 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 44,435,957 | ||
Securities | 158,894,854 | |||
Federal Funds | 2,376 | |||
Loans & Lease Financing Receivables | 296,741,901 | |||
Fixed Assets | 6,294,698 | |||
Intangible Assets | 13,278,545 | |||
Other Assets | 28,204,350 | |||
Total Assets | $ | 547,852,681 | ||
Liabilities | ||||
Deposits | $ | 442,902,823 | ||
Fed Funds | 1,412,092 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,119,485 | |||
Other Borrowed Money | 31,883,676 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,600,000 | |||
Other Liabilities | 14,222,155 | |||
Total Liabilities | $ | 495,140,231 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 37,622,248 | |||
Minority Interest in Subsidiaries | 805,087 | |||
Total Equity Capital | $ | 52,712,450 | ||
Total Liabilities and Equity Capital | $ | 547,852,681 |
8
Exhibit 25.3
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
David W. Doucette
U.S. Bank National Association
One Federal Street, 10th Floor
Boston, MA 02110
(617) 603-6534
(Name, address and telephone number of agent for service)
SERVICE PROPERTIES TRUST
SUBSIDIARY GUARANTOR REGISTRANTS (SEE BELOW)
(Exact name of obligor as specified in its charter)
Maryland | 04-3262075 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts |
02458-1634 |
(Address of principal executive offices) | (Zip Code) |
Senior Subordinated Debt Securities
and Guarantees of Senior Subordinated Debt Securities
(Title of the indenture securities)
TABLE OF CO-REGISTRANTS
Exact Name of Registrant as Specified in its Charter | State or Jurisdiction of Incorporation or Organization | Entity Type | IRS Employer Identification Number | |||
Banner NewCo LLC | Delaware | Limited liability company | 84-3069989 | |||
Cambridge TRS, Inc | Maryland | Corporation | 45-4167445 | |||
Harbor Court Associates, LLC | Maryland | Limited liability company | 56-2550257 | |||
Highway Ventures Borrower LLC | Delaware | Limited liability company | 84-3373977 | |||
Highway Ventures LLC | Delaware | Limited liability company | 84-3373884 | |||
Highway Ventures Properties LLC | Maryland | Limited liability company | 26-0240108 | |||
Highway Ventures Properties Trust | Maryland | Real estate investment trust | 26-0239999 | |||
HPT Cambridge LLC | Massachusetts | Limited liability company | 04-6148511 | |||
HPT Clift TRS LLC | Maryland | Limited liability company | 82-4109793 | |||
HPT CW MA Realty LLC | Maryland | Limited liability company | 85-1552858 | |||
HPT CW MA Realty Trust | Massachusetts | Nominee Trust | 46-2440496 | |||
HPT CY TRS, Inc | Maryland | Corporation | 46-1213113 | |||
HPT Geary ABC Holdings LLC | Maryland | Limited liability company | 46-1920850 | |||
HPT Geary Properties Trust | Maryland | Real estate investment trust | 46-2080511 | |||
HPT IHG Chicago Property LLC | Maryland | Limited liability company | 84-2997973 | |||
HPT IHG GA Properties LLC | Maryland | Limited liability company | 20-2870357 | |||
HPT IHG-2 Properties Trust | Maryland | Real estate investment trust | 20-1997811 | |||
HPT IHG-3 Properties LLC | Maryland | Limited liability company | 20-3947942 | |||
HPT SN Holding, Inc | New York | Corporation | 13-5648107 | |||
HPT State Street TRS LLC | Maryland | Limited liability company | 84-2998086 | |||
HPT Suite Properties Trust | Maryland | Real estate investment trust | 04-3397210 | |||
HPT TA Properties LLC | Maryland | Limited liability company | 20-8260669 | |||
HPT TA Properties Trust | Maryland | Real estate investment trust | 20-8260357 | |||
HPT TRS IHG-2, Inc | Maryland | Corporation | 20-2131948 | |||
HPT TRS Inc | Maryland | Corporation | 04-3548096 | |||
HPT TRS MRP, Inc | Maryland | Corporation | 27-4654560 | |||
HPT TRS SPES II, Inc | Maryland | Corporation | 43-2012365 | |||
HPT TRS WYN, Inc | Maryland | Corporation | 46-0781608 | |||
HPT Wacker Drive TRS LLC | Maryland | Limited liability company | 84-2998217 | |||
HPTCY Properties Trust | Maryland | Real estate investment trust | 04-3308179 | |||
HPTMI Hawaii, Inc | Delaware | Corporation | 04-3563876 | |||
HPTMI Properties Trust | Maryland | Real estate investment trust | 04-3360772 | |||
HPTWN Properties Trust | Maryland | Real estate investment trust | 04-3308198 | |||
Royal Sonesta, Inc | Louisiana | Corporation | 72-0803191 | |||
SVC Gatehall Drive TRS LLC | Maryland | Limited liability company | 86-1396045 | |||
SVC Holdings LLC | Maryland | Limited liability company | 84-4879602 | |||
SVC Jersey City TRS LLC | Maryland | Limited liability company | 85-3494714 | |||
SVC Morris Plains TRS LLC | Maryland | Limited liability company | 85-3494969 | |||
SVC Nanuet TRS LLC | Maryland | Limited liability company | 85-3495195 | |||
SVC NJ TRS LLC | Maryland | Limited liability company | 85-2484541 | |||
SVC Randolph Street TRS LLC | Maryland | Limited liability company | 85-3500521 | |||
SVC Redondo Beach TRS LLC | Maryland | Limited liability company | 85-3506957 | |||
SVCN 1 LLC | Delaware | Limited liability company | 20-1262089 | |||
SVCN 2 LLC | Delaware | Limited liability company | 20-2928350 | |||
SVCN 3 LLC | Delaware | Limited liability company | 20-3118006 | |||
SVCN 4 LLC | Delaware | Limited liability company | 84-3069763 | |||
SVCN 5 LLC | Delaware | Limited liability company | 84-3069896 |
2
FORM T-1
Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. | AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
1. | A copy of the Articles of Association of the Trustee.* |
2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
4. | A copy of the existing bylaws of the Trustee.** |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of March 31, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 20th of August, 2021.
By: | /s/ David W. Doucette | |
David W. Doucette | ||
Vice President |
4
Exhibit 2
5
Exhibit 3
6
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: August 20, 2021
By: | /s/ David W. Doucette | |
David W. Doucette | ||
Vice President |
7
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2021
($000’s)
6/30/2021 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 44,435,957 | ||
Securities | 158,894,854 | |||
Federal Funds | 2,376 | |||
Loans & Lease Financing Receivables | 296,741,901 | |||
Fixed Assets | 6,294,698 | |||
Intangible Assets | 13,278,545 | |||
Other Assets | 28,204,350 | |||
Total Assets | $ | 547,852,681 | ||
Liabilities | ||||
Deposits | $ | 442,902,823 | ||
Fed Funds | 1,412,092 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,119,485 | |||
Other Borrowed Money | 31,883,676 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,600,000 | |||
Other Liabilities | 14,222,155 | |||
Total Liabilities | $ | 495,140,231 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 37,622,248 | |||
Minority Interest in Subsidiaries | 805,087 | |||
Total Equity Capital | $ | 52,712,450 | ||
Total Liabilities and Equity Capital | $ | 547,852,681 |
8
Exhibit 25.4
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
David W. Doucette
U.S. Bank National Association
One Federal Street, 10th Floor
Boston, MA 02110
(617) 603-6534
(Name, address and telephone number of agent for service)
SERVICE PROPERTIES TRUST
SUBSIDIARY GUARANTOR REGISTRANTS (SEE BELOW)
(Exact name of obligor as specified in its charter)
Maryland | 04-3262075 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts |
02458-1634 |
(Address of principal executive offices) | (Zip Code) |
Junior Subordinated Debt Securities
and Guarantees of Junior Subordinated Debt Securities
(Title of the indenture securities)
TABLE OF CO-REGISTRANTS
Exact Name of Registrant as Specified in its Charter | State or Jurisdiction of Incorporation or Organization | Entity Type | IRS Employer Identification Number | |||
Banner NewCo LLC | Delaware | Limited liability company | 84-3069989 | |||
Cambridge TRS, Inc | Maryland | Corporation | 45-4167445 | |||
Harbor Court Associates, LLC | Maryland | Limited liability company | 56-2550257 | |||
Highway Ventures Borrower LLC | Delaware | Limited liability company | 84-3373977 | |||
Highway Ventures LLC | Delaware | Limited liability company | 84-3373884 | |||
Highway Ventures Properties LLC | Maryland | Limited liability company | 26-0240108 | |||
Highway Ventures Properties Trust | Maryland | Real estate investment trust | 26-0239999 | |||
HPT Cambridge LLC | Massachusetts | Limited liability company | 04-6148511 | |||
HPT Clift TRS LLC | Maryland | Limited liability company | 82-4109793 | |||
HPT CW MA Realty LLC | Maryland | Limited liability company | 85-1552858 | |||
HPT CW MA Realty Trust | Massachusetts | Nominee Trust | 46-2440496 | |||
HPT CY TRS, Inc | Maryland | Corporation | 46-1213113 | |||
HPT Geary ABC Holdings LLC | Maryland | Limited liability company | 46-1920850 | |||
HPT Geary Properties Trust | Maryland | Real estate investment trust | 46-2080511 | |||
HPT IHG Chicago Property LLC | Maryland | Limited liability company | 84-2997973 | |||
HPT IHG GA Properties LLC | Maryland | Limited liability company | 20-2870357 | |||
HPT IHG-2 Properties Trust | Maryland | Real estate investment trust | 20-1997811 | |||
HPT IHG-3 Properties LLC | Maryland | Limited liability company | 20-3947942 | |||
HPT SN Holding, Inc | New York | Corporation | 13-5648107 | |||
HPT State Street TRS LLC | Maryland | Limited liability company | 84-2998086 | |||
HPT Suite Properties Trust | Maryland | Real estate investment trust | 04-3397210 | |||
HPT TA Properties LLC | Maryland | Limited liability company | 20-8260669 | |||
HPT TA Properties Trust | Maryland | Real estate investment trust | 20-8260357 | |||
HPT TRS IHG-2, Inc | Maryland | Corporation | 20-2131948 | |||
HPT TRS Inc | Maryland | Corporation | 04-3548096 | |||
HPT TRS MRP, Inc | Maryland | Corporation | 27-4654560 | |||
HPT TRS SPES II, Inc | Maryland | Corporation | 43-2012365 | |||
HPT TRS WYN, Inc | Maryland | Corporation | 46-0781608 | |||
HPT Wacker Drive TRS LLC | Maryland | Limited liability company | 84-2998217 | |||
HPTCY Properties Trust | Maryland | Real estate investment trust | 04-3308179 | |||
HPTMI Hawaii, Inc | Delaware | Corporation | 04-3563876 | |||
HPTMI Properties Trust | Maryland | Real estate investment trust | 04-3360772 | |||
HPTWN Properties Trust | Maryland | Real estate investment trust | 04-3308198 | |||
Royal Sonesta, Inc | Louisiana | Corporation | 72-0803191 | |||
SVC Gatehall Drive TRS LLC | Maryland | Limited liability company | 86-1396045 | |||
SVC Holdings LLC | Maryland | Limited liability company | 84-4879602 | |||
SVC Jersey City TRS LLC | Maryland | Limited liability company | 85-3494714 | |||
SVC Morris Plains TRS LLC | Maryland | Limited liability company | 85-3494969 | |||
SVC Nanuet TRS LLC | Maryland | Limited liability company | 85-3495195 | |||
SVC NJ TRS LLC | Maryland | Limited liability company | 85-2484541 | |||
SVC Randolph Street TRS LLC | Maryland | Limited liability company | 85-3500521 | |||
SVC Redondo Beach TRS LLC | Maryland | Limited liability company | 85-3506957 | |||
SVCN 1 LLC | Delaware | Limited liability company | 20-1262089 | |||
SVCN 2 LLC | Delaware | Limited liability company | 20-2928350 | |||
SVCN 3 LLC | Delaware | Limited liability company | 20-3118006 | |||
SVCN 4 LLC | Delaware | Limited liability company | 84-3069763 | |||
SVCN 5 LLC | Delaware | Limited liability company | 84-3069896 |
2 |
FORM T-1
Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. | AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
1. | A copy of the Articles of Association of the Trustee.* |
2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
4. | A copy of the existing bylaws of the Trustee.** |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of March 31, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
3 |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 20th of August, 2021.
By: | /s/ David W. Doucette | |
David W. Doucette | ||
Vice President |
4 |
Exhibit 2
5 |
Exhibit 3
6 |
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: August 20, 2021
By: | /s/ David W. Doucette | |
David W. Doucette | ||
Vice President |
7 |
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2021
($000’s)
6/30/2021 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 44,435,957 | ||
Securities | 158,894,854 | |||
Federal Funds | 2,376 | |||
Loans & Lease Financing Receivables | 296,741,901 | |||
Fixed Assets | 6,294,698 | |||
Intangible Assets | 13,278,545 | |||
Other Assets | 28,204,350 | |||
Total Assets | $ | 547,852,681 | ||
Liabilities | ||||
Deposits | $ | 442,902,823 | ||
Fed Funds | 1,412,092 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,119,485 | |||
Other Borrowed Money | 31,883,676 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,600,000 | |||
Other Liabilities | 14,222,155 | |||
Total Liabilities | $ | 495,140,231 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 37,622,248 | |||
Minority Interest in Subsidiaries | 805,087 | |||
Total Equity Capital | $ | 52,712,450 | ||
Total Liabilities and Equity Capital | $ | 547,852,681 |
8 |
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