|
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 of Service Properties Trust
|
| | | | | | | | | | | | | | | | |
Preferred Shares of Beneficial Interest of Service Properties Trust
|
| | | | | | | | | | | | | | | | |
Depositary Shares Representing Preferred Shares of Service Properties Trust(4)
|
| | | | | | | | | | | | | | | | |
Common Shares of Beneficial Interest, $.01 par value per share, of Service Properties Trust
|
| | | | | | | | | | | | | | | | |
Warrants of Service Properties Trust
|
| | | | | | | | | | | | | | | | |
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 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
|
|
Exact Name of Registrant as Specified in its Charter
|
| |
State or
Jurisdiction of Incorporation or Organization |
| |
Entity Type
|
| |
IRS Employer
Identification Number |
|
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
|
|
|
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:
|
| | | $ | ** | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John G. Murray
John G. Murray
|
| | Managing Trustee; President and Chief Executive Officer | | | November 13, 2020 | |
|
*
Brian E. Donley
|
| | Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | | | November 13, 2020 | |
|
*
Laurie B. Burns
|
| | Independent Trustee | | | November 13, 2020 | |
|
*
Robert E. Cramer
|
| | Independent Trustee | | | November 13, 2020 | |
|
*
Donna D. Fraiche
|
| | Independent Trustee | | | November 13, 2020 | |
|
*
John L. Harrington
|
| | Lead Independent Trustee | | | November 13, 2020 | |
|
*
William A. Lamkin
|
| | Independent Trustee | | | November 13, 2020 | |
|
*
Adam D. Portnoy
|
| | Managing Trustee and Chair of the Board of Trustees | | | November 13, 2020 | |
|
* By:
|
| |
/s/ John G. Murray
John G. Murray
Attorney-in-fact |
| | | | | | |
|
BANNER NEWCO LLC
CAMBRIDGE TRS, INC. HARBOR COURT ASSOCIATES, LLC HIGHWAY VENTURES BORROWER LLC HIGHWAY VENTURES LLC HIGHWAY VENTURES PROPERTIES LLC HIGHWAY VENTURES PROPERTIES TRUST HPT CAMBRIDGE LLC HPT CLIFT TRS LLC HPT CW MA REALTY LLC HPT CY TRS, INC. HPT GEARY ABC HOLDINGS LLC HPT GEARY PROPERTIES TRUST HPT IHG CHICAGO PROPERTY LLC HPT IHG GA PROPERTIES LLC HPT IHG-2 PROPERTIES TRUST HPT IHG-3 PROPERTIES LLC HPT SN HOLDING, INC. HPT STATE STREET TRS LLC HPT SUITE PROPERTIES TRUST |
| |
HPT TA PROPERTIES LLC
HPT TA PROPERTIES TRUST HPT TRS IHG-2, INC. HPT TRS INC. HPT TRS MRP, INC. HPT TRS SPES II, INC. HPT TRS WYN, INC. HPT WACKER DRIVE TRS LLC HPTCY PROPERTIES TRUST HPTMI HAWAII, INC. HPTMI PROPERTIES TRUST HPTWN PROPERTIES TRUST ROYAL SONESTA, INC. SVC HOLDINGS LLC SVCN 1 LLC SVCN 2 LLC SVCN 3 LLC SVCN 4 LLC 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 | | | November 13, 2020 | |
|
*
Brian E. Donley
|
| | Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | | | November 13, 2020 | |
|
*
Adam D. Portnoy
|
| | Trustee / Director | | | November 13, 2020 | |
|
* By:
|
| |
/s/ John G. Murray
John G. Murray
Attorney-in-fact |
| | | | | | |
|
SVC JERSEY CITY TRS LLC
SVC MORRIS PLAINS TRS LLC SVC NANUET TRS LLC |
| |
SVC NJ TRS LLC
SVC RANDOLPH STREET TRS LLC SVC REDONDO BEACH TRS LLC |
| |||
| | | | By: | | |
/s/ John G. Murray
John G. Murray
President and Chief Executive Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John G. Murray
John G. Murray
|
| | Director, President and Chief Executive Officer | | |
November 13, 2020
|
|
|
/s/ Brian E. Donley
Brian E. Donley
|
| | Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | | |
November 13, 2020
|
|
|
/s/ Adam D. Portnoy
Adam D. Portnoy
|
| | Director | | |
November 13, 2020
|
|
| | | | 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 | | |
November 13, 2020
|
|
|
*
Brian E. Donley
|
| | as Trustee and not individually | | |
November 13, 2020
|
|
|
* By:
|
| |
/s/ John G. Murray
John G. Murray
Attorney-in-fact |
| | |
Exhibit 5.2
[LETTERHEAD OF VENABLE LLP]
November 13, 2020
Service Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
Re: | Registration Statement on Form S-3 (File No. 333-226944) |
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) preferred shares of beneficial interest, $.01 par value per share (“Preferred Shares”), of the Company; (iii) depositary shares of the Company representing whole or fractional interests in Preferred Shares (“Depositary Shares”); (iv) common shares of beneficial interest, $.01 par value per share (“Common Shares”), of the Company; (v) warrants of the Company to purchase Debt Securities, Preferred Shares or Common Shares (“Warrants” and, together with the Debt Securities, the Preferred Shares, the Depositary Shares and the Common Shares, the “Company Securities”); and (vi) guarantees of Debt Securities (the “Subsidiary Guarantees”) by the Subsidiaries, covered by Post-Effective Amendment No. 3 to the above-referenced Registration Statement, and additional 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”).
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
November 13, 2020
Page 2
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.
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.
Service Properties Trust
November 13, 2020
Page 3
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.
Service Properties Trust
November 13, 2020
Page 4
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 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.
5. Upon the completion of all Trust Proceedings relating to the Depositary Shares, the issuance of the Depositary Shares will be duly authorized.
6. 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.
7. Upon the completion of all Trust Proceedings relating to the Warrants, the issuance of the Warrants will be duly authorized.
Service Properties Trust
November 13, 2020
Page 5
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 Holdings LLC |
21. | SVC Jersey City TRS LLC |
22. | SVC Morris Plains TRS LLC |
23. | SVC Nanuet TRS LLC |
24. | SVC NJ TRS LLC |
25. | SVC Randolph Street TRS LLC |
26. | SVC Redondo Beach TRS LLC |
Corporate Subsidiaries
Subsidiaries that are Maryland corporations (the “Corporate Subsidiaries”)
27. | Cambridge TRS, Inc. |
28. | HPT CY TRS, Inc. |
29. | HPT TRS IHG-2, Inc. |
30. | HPT TRS Inc. |
31. | HPT TRS MRP, Inc. |
32. | HPT TRS SPES II, Inc. |
33. | HPT TRS WYN, Inc. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in Post-Effective Amendment No. 3 to the Registration Statement (Form S-3 No. 333-226944) and related Prospectus of Service Properties Trust for the registration of debt securities, common shares of beneficial interest, preferred shares of beneficial interest, depositary shares, warrants, and guarantees of debt securities, and to the incorporation by reference therein of our reports dated February 28, 2020, with respect to the consolidated financial statements and schedule of Service Properties Trust, and the effectiveness of internal control over financial reporting of Service Properties Trust, included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
Boston, Massachusetts |
November 13, 2020 |
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 trsut | 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 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 June 30, 2020 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 13th of November, 2020.
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: November 13, 2020
By: | /s/ David W. Doucette | |
David W. Doucette | ||
Vice President |
7
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 06/30/2020
($000’s)
6/30/2020 | ||||
Assets | ||||
Cash and Balances Due From | $ | 52,265,124 | ||
Depository Institutions | ||||
Securities | 126,598,837 | |||
Federal Funds | 806 | |||
Loans & Lease Financing Receivables | 311,129,409 | |||
Fixed Assets | 7,834,494 | |||
Intangible Assets | 12,365,020 | |||
Other Assets | 26,097,656 | |||
Total Assets | $ | 536,291,346 | ||
Liabilities | ||||
Deposits | $ | 425,279,286 | ||
Fed Funds | 2,453,923 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,018,213 | |||
Other Borrowed Money | 36,976,115 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,850,000 | |||
Other Liabilities | 14,538,821 | |||
Total Liabilities | $ | 484,116,358 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 37,089,306 | |||
Minority Interest in Subsidiaries | 800,567 | |||
Total Equity Capital | $ | 52,174,988 | ||
Total Liabilities and Equity Capital | $ | 536,291,346 |
8
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