8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1, 2007

HOSPITALITY PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdictionof Incorporation)

1-11527 (Commission File Number)	04-3262075 (IRS Employer Identification No.)
400 Centre Street, Newton, Massachusetts (Address of Principal Executive Offices)	02458 (Zip Code)

617-964-8389

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On March 1, 2007, Hospitality Properties Trust, or the Company, announced that it intended to offer convertible senior notes in a private offering to initial purchasers for resale to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended, or Rule 144A. On March 2, 2007, the Company announced that it had priced the offering and had agreed to sell to the initial purchasers $500,000,000 of 3.80% Convertible Senior Notes due 2027, or Notes. The Company expects to issue these Notes on March 7, 2007. In addition, the Company granted the initial purchasers a 30-day option to purchase up to an additional $75 million aggregate principal amount of Notes to cover overallotments, if any. Upon conversion, holders of Notes are entitled to receive cash up to the principal amount, and any excess conversion amount will be delivered, at the Company’s election, in cash, in the Company’s common shares, or a combination of cash and common shares.

Copies of the Company’s related press releases are hereby filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K. The press releases contain additional information with respect to the offering and the Company’s 3.80% Convertible Senior Notes due 2027, and are incorporated herein by reference.

The Notes, when issued, may be sold to qualified institutional buyers by means of a private offering memorandum in accordance with Rule 144A. The Notes and the Company’s common shares that may be issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state laws.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS, INCLUDING WITH RESPECT TO THE COMPANY’S ISSUANCE AND SALE OF THE NOTES. THE CLOSING OF THE ISSUANCE AND SALE OF THE NOTES IS SUBJECT TO CONDITIONS CUSTOMARY TO TRANSACTIONS OF THIS TYPE AND MAY BE DELAYED OR MAY NOT OCCUR AT ALL. IN ADDITION, ALTHOUGH THE INITIAL PURCHASERS HAVE AN OVER-ALLOTMENT OPTION, THEY ARE NOT UNDER ANY OBLIGATION TO EXERCISE THIS OPTION, OR ANY PORTION OF IT, AND MAY NOT DO SO. FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS. EXCEPT AS REQUIRED BY LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO RELEASE PUBLICLY ANY REVISION TO THESE FORWARD LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES OCCURRING AFTER THE DATE HEREOF.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

99.1Press Release of Hospitality Properties Trust dated March 1, 2007.

99.2Press Release of Hospitality Properties Trust dated March 2, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOSPITALITY PROPERTIES TRUST By: /s/Mark L. Kleifges
	Mark L. Kleifges Treasurer and Chief Financial Officer

Dated: March 5, 2007

EX-99.1

 400 Centre Street, Newton, MA 02458-2076    tel: (617) 964-8389 fax: (617) 969-5730

FOR IMMEDIATE RELEASE

Contact:

Timothy A. Bonang

Manager of Investor Relations

(617) 796-8149

www.hptreit.com

Hospitality Properties Trust to Offer

$500 Million Convertible Senior Notes due 2027

Newton, MA (March 1, 2007): Hospitality Properties Trust (NYSE: HPT) today announced that it intends, subject to market and other conditions, to offer $500 million aggregate principal amount of Convertible Senior Notes due 2027 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Upon conversion, holders will receive cash up to the principal amount, and any excess conversion amount will be delivered, at HPT’s election, in cash, common shares, or a combination of cash and common shares. HPT expects to use the net proceeds from the offering to repay a portion of the debt incurred to fund its recently completed acquisition of TravelCenters of America, Inc. HPT intends to grant the initial purchasers a 30-day option to purchase up to an additional $75 million of the Convertible Senior Notes to cover over allotments, if any.

The securities to be offered have not been registered under the Securities Act of 1933, as amended, or applicable securities laws, and until so registered, may not be offered or sold in the

United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release is not an offer to sell, nor a solicitation of an offer to buy, securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Any offers of the securities will be made only by means of a private offering memorandum.

WARNINGS REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS REPRESENT HPT’S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY MAY NOT OCCUR. FOR EXAMPLE, ALTHOUGH THIS PRESS RELEASE REFERS TO AN OFFERING OF $500 MILLION OF CONVERTIBLE SENIOR NOTES, MORE OR LESS THAN $500 MILLION OF CONVERTIBLE SENIOR NOTES MAY BE SOLD, OR THIS OFFERING MAY BE TERMINATED. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENTS.

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EX-99.2

 400 Centre Street, Newton, MA 02458-2076    tel: (617) 964-8389 fax: (617) 969-5730

FOR IMMEDIATE RELEASE

Contact:

Timothy A. Bonang

Manager of Investor Relations

(617) 796-8149

www.hptreit.com

Hospitality Properties Trust Prices

$500 Million of 3.80% Convertible Senior Notes due 2027

Newton, MA (March 2, 2007): Hospitality Properties Trust (NYSE: HPT) today announced the pricing of $500 million of 3.80% Convertible Senior Notes due 2027. HPT also granted the initial purchasers an option to purchase up to an additional $75 million aggregate principal amount of notes to cover overallotments, if any. Closing of the sale of the notes is expected to occur on March 7, 2007. HPT expects to use the net proceeds from the sale of the notes to repay a portion of the debt incurred to fund its recently completed acquisition of TravelCenters of America, Inc.

Prior to March 15, 2026, upon the occurrence of specified events, the notes will be convertible at the option of the holder at an initial conversion rate of 19.8018 common shares per $1,000 principal amount of notes. The initial conversion price of $50.50 represents a 15.8% premium to yesterday’s closing price of HPT’s common shares of $43.61. On or after March 15, 2026, the notes will be convertible at any time prior to the second business day prior to maturity at the option of the holder. Upon conversion of notes by a holder, the holder will receive cash up to the principal amount of such notes and, with respect to the remainder, if any, of the conversion value in excess of such principal amount, cash or HPT common shares. The initial conversion rate is subject to adjustment in certain circumstances.

Prior to March 20, 2012, the notes will not be redeemable at HPT’s option, except to preserve HPT’s status as a REIT. On or after March 20, 2012, HPT may redeem all or a portion of the notes at a redemption price equal to the principal amount plus accrued and unpaid interest (including additional interest), if any.

Note holders may require HPT to repurchase all or a portion of the notes at a purchase price equal to the principal amount plus accrued and unpaid interest (including additional interest), if any, on the notes on March 20, 2012, March 15, 2017, and March 15, 2022, or upon the occurrence of certain change in control transactions prior to March 20, 2012.

The notes will be sold to qualified institutional buyers by means of a private offering memorandum in accordance with Rule 144A under the Securities Act of 1933, as amended. The notes and the HPT common shares that may be issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state laws.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

WARNINGS REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS REPRESENT HPT’S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY MAY NOT OCCUR. FOR EXAMPLE, THE FACT THAT THIS OFFERING HAS PRICED MAY IMPLY THAT THE OFFERING WILL CLOSE. THE CLOSING IS SUBJECT TO CONDITIONS CUSTOMARY TO TRANSACTIONS OF THIS TYPE AND MAY BE DELAYED OR MAY NOT OCCUR AT ALL. IN ADDITION, THE FACT THAT THE INITIAL PURCHASERS HAVE AN OVER-ALLOTMENT OPTION MAY IMPLY THAT THIS OPTION WILL BE EXERCISED. THE UNDERWRITERS ARE NOT UNDER ANY OBLIGATION TO EXERCISE THIS OPTION, OR ANY PORTION OF IT, AND MAY NOT DO SO. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENTS.

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