HOSPITALITY PROPERTIES TRUST (Form: 8-K, Received: 01/29/2019 16:16:53)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 29, 2019

HOSPITALITY PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-11527		04-3262075
(Commission File Number)		(IRS Employer Identification No.)

Two Newton Place 255 Washington Street, Suite 300, Newton, Massachusetts		02458-1634
(Address of Principal Executive Offices)		(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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

In this Current Report on Form 8-K, “we”, “us”, and “our” refer to Hospitality Properties Trust and certain of its subsidiaries, and “TA” refers to TravelCenters of America LLC and certain of its subsidiaries, unless otherwise noted.

Item 8.01. Other Events.

As previously reported in our Current Report on Form 8-K, dated January 16, 2019, or the January 16 Form 8-K, on January 16, 2019, we entered into three Transaction Agreements with our largest tenant, TA. Pursuant to these agreements, among other things, we agreed to sell 20 travel centers to TA for an aggregate price of approximately $308.2 million and that we and TA would amend our existing five leases pursuant to which TA then leased 199 travel centers from us. The January 16 Form 8-K is incorporated herein by reference.

As previously reported in our Current Report on Form 8-K, dated January 23, 2019, or the January 23 Form 8-K, we completed the first and second of the transactions contemplated by the Transaction Agreements on January 17, 2019 and January 23, 2019, respectively. The January 23 Form 8-K is incorporated herein by reference.

On January 29, 2019, we completed the third and final of the transactions contemplated by the Transaction Agreements as follows:

· We sold three travel centers to TA for an aggregate price of $29.9 million.

· We and TA entered into a Fourth Amendment to Amended and Restated Lease Agreement No. 1 and an Eighth Amendment to Amended and Restated Lease Agreement No. 2 to remove the three sold travel centers from those leases and reduce the aggregate minimum annual rent payable to us by TA thereunder by $4.2 million.

The foregoing descriptions of the Transaction Agreements and the amendments to our leases with TA do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and amendments, copies of which are filed as exhibits to the January 16 Form 8-K and January 23 Form 8-K and as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, each of which are incorporated herein by reference.

Information Regarding Certain Relationships and Related Person Transactions

TA is our largest tenant and property operator. We are also TA’s largest shareholder; as of December 31, 2018, we owned 3,420,000 common shares of TA, representing approximately 8.5% of TA’s outstanding common shares. Adam D. Portnoy, one of our Managing Trustees, also serves as a managing director of TA.

The RMR Group LLC, or RMR LLC, provides management services to both us and TA. As of December 31, 2018, RMR LLC owned approximately 3.7% of TA’s outstanding common shares. Adam Portnoy is the controlling shareholder of The RMR Group Inc., or RMR Inc., and serves as President, Chief Executive Officer and a managing director of RMR Inc. and he is an officer and employee of RMR LLC. Our other Managing Trustee, John G. Murray, who also serves as our President and Chief Executive Officer, and Brian E. Donley, our Chief Financial Officer and Treasurer, are officers and employees of RMR LLC. In addition, our Senior Vice President, Ethan S. Bornstein, is a Senior Vice President of RMR LLC. Some of TA’s executive officers are officers and employees of RMR LLC.

For further information about these and other such relationships and related person transactions, please see our Annual Report on Form 10-K for the year ended December 31, 2017, as amended, or the Annual Report, our definitive Proxy Statement for our 2018 Annual Meeting of Shareholders, or the Proxy Statement, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, or the Quarterly Report, the January 16 Form 8-K, the January 23 Form 8-K and our other filings with the Securities and Exchange Commission, or the SEC, including Notes 6, 7 and 10 to the Consolidated Financial Statements included in the Annual Report, the sections captioned “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Person Transactions” and “Warning Concerning Forward Looking Statements” of the Annual Report, the section captioned “Related Person Transactions” and the information regarding our Trustees and executive officers in the Proxy Statement, Notes 8, 9 and 10 to the Condensed Consolidated Financial Statements included in the Quarterly Report and the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Person Transactions” and “Warning Concerning Forward Looking Statements” of the Quarterly Report. In addition, please see the section captioned “Risk Factors” of the Annual Report for a description of risks that may arise from these transactions and relationships. Our filings with the SEC, including the Annual Report, the Proxy Statement, the Quarterly Report, the January 16 Form 8-K and the January 23 Form 8-K, are available at the SEC’s website at www.sec.gov. Copies of certain of our agreements with these related parties are publicly available as exhibits to our public filings with the SEC and accessible at the SEC’s website.

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibits.

10.1		Fourth Amendment to Amended and Restated Lease Agreement No. 1, dated as of January 29, 2019, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC.

10.2		Eighth Amendment to Amended and Restated Lease Agreement No. 2, dated as of January 29, 2019, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC.

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/ Brian E. Donley
	Name:	Brian E. Donley
	Title:	Chief Financial Officer and Treasurer

Date: January 29, 2019

Exhibit 10.1

FOURTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 1

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 1 (this “ Amendment ”) is made and entered into as of January 29, 2019, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 1, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 1, dated as of June 22, 2016, that certain Second Amendment to Amended and Restated Lease Agreement No. 1, dated as of January 17, 2019, and that certain Third Amendment to Lease Agreement, dated as of January 23, 2019 (as so amended, the “ Lease ”);

WHEREAS , HPT TA Properties Trust is selling to Tenant, and Tenant is acquiring from HPT TA Properties Trust, the Property (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Center located at 4195 State Rt. 34, Hurricane, West Virginia 25526 (the “ Sold Property ”);

WHEREAS , Landlord and Tenant wish to amend the Lease to remove the Sold Property and to reflect a corresponding reduction in Minimum Rent; and

WHEREAS , Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);

NOW, THEREFORE , in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree, as of the date of this Amendment, as follows:

1. Sold Property . The Leased Property shall exclude the Sold Property, but notwithstanding the foregoing, Tenant shall retain all of its obligations with respect to the Sold Property which are attributable to events occurring on or prior to the date hereof or which are addressed pursuant to Section 9.5 of the Lease (as if the Sold Property remained a Property for the remainder of the Term). In furtherance of the foregoing, however, Tenant shall have no obligation to comply with Section 5.3 of the Lease solely with respect to the Sold Property.

2. Minimum Rent . The defined term “Minimum Rent” set forth in Section 1.66 of the Lease is deleted in its entirety and replaced with the following:

“ Minimum Rent ” shall mean Forty-Nine Million Eighteen Thousand Four Hundred Eleven and 00/100ths Dollars ($49,018,411.00), subject to adjustment as provided in Section 3.1.1(b) .

3. Exhibit A . Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-41” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-41” attached hereto and (b) deleting the legal description for the Sold Property from Exhibit A-37 to the Lease and replacing it with “Intentionally deleted”.

4. Ratification . As amended hereby, the Lease is hereby ratified and confirmed and remains in full force and effect.

5. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

	LANDLORD:

	HPT TA PROPERTIES TRUST ,
	a Maryland real estate investment trust


	By:	/s/ John G. Murray
		John G. Murray
		President


	HPT TA PROPERTIES LLC ,
	a Maryland limited liability company


	By:	/s/ John G. Murray
		John G. Murray
		President


	TENANT:

	TA OPERATING LLC ,
	a Delaware limited liability company


	By:	/s/ Mark R. Young
		Mark R. Young
		Executive Vice President

[Signature Page to Fourth Amendment to Amended and Restated Lease Agreement No. 1]

Reference is made to that certain Guaranty Agreement, dated as of June 9, 2015, given by TRAVELCENTERS OF AMERICA LLC and TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, each a Delaware limited liability company (collectively, “ Guarantors ”), to Landlord with respect to Tenant’s obligations under the Lease (the “ Guaranty ”). Guarantors hereby confirm that all references in such Guaranty to the word “Lease” shall mean the Lease, as defined therein, as amended by this Amendment (and any prior amendments referenced in this Amendment), and said Guarantors hereby reaffirm the Guaranty.

	GUARANTORS:

	TRAVELCENTERS OF AMERICA LLC ,
	a Delaware limited liability company


	By:	/s/ Mark R. Young
		Mark R. Young
		Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC , a Delaware limited liability company


	By:	/s/ Mark R. Young
		Mark R. Young
		Executive Vice President

[Joinder Page to Third Amendment to Amended and Restated Lease Agreement No. 1]

EXHIBITS A-1 through A-41

LAND

Exhibit	TA Site No.	Property Address	Initial Base Year
A-1	352	1724 West Grand Avenue, Gadsden, AL 35904	2015
A-2	226	1501 N. Fort Grant Road, Wilcox, AZ 85643	2015
A-3	160	27769 Lagoon Drive, Buttonwillow, CA 93206	2015
A-4	162	4325 Guasti Road, Ontario, CA 91761	2015
A-5	163	12310 S. Highway 33, Santa Nella, CA 95322	2015
A-6	174	12151 W. 44th Avenue, Wheat Ridge (Denver West), CO 80033	2015
A-7	171	3 East Industrial Road , Branford (New Haven), CT 06405	2015
A-8	178	2112 Highway 71 South, Marianna, FL 32448	2015
A-9	197	8909 20th Street, Vero Beach, FL 32966	2015
A-10	177	4401 Highway 17, Richmond Hill (Savannah), GA 31324	2015
A-11	44	19 N. 430 Route 20, Hampshire (Elgin), IL 60140	2015
A-12	236	21 Romines Dr., Morris, IL 60450	2015
A-13	379	1409 S. Country Road #850 East, Greensburg, IN 47240	2015
A-14		Intentionally deleted
A-15	46	224 Highway 65 South, Tallulah, LA 71284	2015
A-16	151	7401 Assateague Drive, Jessup, MD 20794	2015
A-17	89	200 Baker Road, Dexter (Ann Arbor), MI 48130	2015
A-18	47	2150 Russell Mt. Gilead Rd., Meridian, MS 39301	2015
A-19		Intentionally deleted
A-20	172	200 North McCarran Blvd., Sparks, NV 89431	2015
A-21	211	108 Ocean Drive, Greenland, NH 03840	2015
A-22	8	3404 W. Highway 66, Gallup, NM 87301	2015
A-23	14	202 N. Motel Blvd., Las Cruces, NM 88005	2015
A-24	208	9616 Commerce Drive, Dansville, NY 14437	2015
A-25	24	940 US Rt. 42, NE, London, OH 43140	2015
A-26	15	8834 Lake Road, Seville, OH 44273	2015
A-27	58	5400 Seventy Six Drive, Youngstown, OH 44515	2015
A-28	212	6 Buckhorn Road, Bloomsburg, PA 17815	2015
A-29	3	245 Allegheny Blvd., Brookville, PA 15825	2015
A-30	393	3001 TV Road, Florence, SC 29501	2015
A-31	117	13011 Old Hickory Blvd., Antioch, TN 37013	2015
A-32		Intentionally deleted
A-33	49	2105 S. Goliad Street, Rockwall, TX 75087	2015
A-34	60	8836 N. Highway 40, Tooele (Salt Lake City), UT 84074	2015
A-35	143	1025 Peppers Ferry Rd., Wytheville, VA 24382	2015
A-36	176	46630 North Bend Way, North Bend (Seattle East), WA 98045	2015
A-37		Intentionally deleted
A-38		Intentionally deleted
A-39	187	4000 I-80 Service Rd., Burns (Cheyenne), WY 82053	2015
A-40	382	4230 West Highway 24, Remington, IN 47977	2017
A-41	108	8050 Dean Martin Drive, Las Vegas, NV 89139	2015

[See attached copies.]

Exhibits A-1 - A-41

Exhibit 10.2

EIGHTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 2

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2 (this “ Amendment ”) is made and entered into as of January 29, 2019, by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 2, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 16, 2015, that certain Second Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 23, 2015, that certain Third Amendment to Amended and Restated Lease No. 2, dated as of September 23, 2015, that certain Fourth Amendment to Amended and Restated Lease No. 2, dated as of June 22, 2016, that certain Fifth Amendment to Amended and Restated Lease No. 2, dated as of June 30, 2016, that certain Sixth Amendment to Amended and Restated Lease No. 2, dated as of September 30, 2016, and that certain Seventh Amendment to Amended and Restated Lease No. 2, dated as of January 17, 2019 (as so amended, the “ Lease ”);

WHEREAS , HPT TA Properties Trust is selling to Tenant, and Tenant is acquiring from HPT TA Properties Trust, the Properties (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Centers identified on Schedule 1 attached hereto and made a part hereof (collectively, the “ Sold Properties ”);

WHEREAS , Landlord and Tenant wish to amend the Lease to remove the Sold Properties and to reflect a corresponding reduction in Minimum Rent; and

WHEREAS , Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);

1. Sold Properties . The Leased Property shall exclude the Sold Properties, but notwithstanding the foregoing, Tenant shall retain all of its obligations with respect to the Sold Properties which are attributable to events occurring on or prior to the date hereof or which are addressed pursuant to Section 9.5 of the Lease (as if all of the Sold Properties remained Properties for the remainder of the Term). In furtherance of the foregoing, however, Tenant shall have no obligation to comply with Section 5.3 of the Lease solely with respect to the Sold Properties.

2. Minimum Rent . The defined term “Minimum Rent” set forth in Section 1.66 of the Lease is deleted in its entirety and replaced with the following:

“ Minimum Rent ” shall mean Forty-Four Million Six Hundred Sixty-Three Thousand Two Hundred Sixty-Seven and 00/100ths Dollars ($44,663,267.00), subject to adjustment as provided in Section 3.1.1(b) .

3. Exhibit A . Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-41” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-41” attached hereto, (b) deleting the legal descriptions for the Sold Properties from Exhibits A-18 and A-32 to the Lease and replacing them with “Intentionally deleted”.

4. Ratification . As amended hereby, the Lease is hereby ratified and confirmed and remains in full force and effect.

5. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

	LANDLORD:

	HPT TA PROPERTIES TRUST ,
	a Maryland real estate investment trust


	By:	/s/ John G. Murray
		John G. Murray
		President


	HPT TA PROPERTIES LLC ,
	a Maryland limited liability company


	By:	/s/ John G. Murray
		John G. Murray
		President


	TENANT:

	TA OPERATING LLC ,
	a Delaware limited liability company


	By:	/s/ Mark R. Young
		Mark R. Young
		Executive Vice President

[Signature Page to Eighth Amendment to Amended and Restated Lease Agreement No. 2]

	GUARANTORS:

	TRAVELCENTERS OF AMERICA LLC ,
	a Delaware limited liability company

	By:	/s/ Mark R. Young
		Mark R. Young
		Executive Vice President

	TRAVELCENTERS OF AMERICA HOLDING
	COMPANY LLC , a Delaware limited liability
	company

	By:	/s/ Mark R. Young
		Mark R. Young
		Executive Vice President

[Joinder Page to Eighth Amendment to Amended and Restated Lease Agreement No. 2]

SCHEDULE 1

SOLD PROPERTIES

Street Address	City	State	Landlord
13400 Rogers Drive	Rogers	MN	HPT TA Properties Trust
608 Lovell Road	Knoxville	TN	HPT TA Properties Trust

EXHIBITS A-1 through A-41

Land

Exhibit	TA Site No.	Property Address	Initial Base Year
A-1	54	9201 Grand Bay Wilmer Rd, Grand Bay (Mobile), AL 36541	2015
A-2	7	2949 S. Toltec Road, Eloy, AZ 85213	2015
A-3	94	946 West Beale Street, Kingman, AZ, 86401	2015
A-4	33	408 Highway 149 North, Earle (West Memphis), AR 72331	2015
A-5	227	2930 Lenwood Rd., Barstow, CA 92311	2015
A-6	57	19483 Knighton Rd., Redding, CA 96002	2015
A-7	248	1650 C.R. 210 West, Jacksonville (Jacksonville South), FL 32259	2015
A-8	158	11706 Tamp Gateway Blvd., Seffner (Tampa), FL 33584	2015
A-9	156	30732 Highway 441 South, Commerce, GA 30529	2015
A-10	249	6901 Bellville Road, Lake Park, GA 31636	2015
A-11	167	4115 Broadway, Boise, ID 83705	2015
A-12	30	16650 Russell Rd., Russell (Chicago North), IL 60075	2015
A-13	199	819 Edwardsville Road, Troy, IL 62294	2015
A-14	65	2636 E. Tipton Street, Seymour, IN 47274	2015
A-15	66	3210 South 7th Street, Council Bluffs, IA 51501	2015
A-16	237	8560 Greenwood Rd., Greenwood, LA 71033	2015
A-17	69	1255 N. Dixie Hwy, Monroe, MI 48162	2015
A-18		Intentionally deleted
A-19	52	100 North Broadway, Oak Grove, MO 64075	2015
A-20	90	103 Prospectors Drive , Ogallala, NE 69153	2015
A-21		Intentionally deleted
A-22	48	975 St. Rt. 173, Bloomsbury, NJ 08804	2015
A-23	23	HC 69 - Box 120, Santa Rosa, NM 88435.	2015
A-24		Intentionally deleted
A-25	2	1101 NC Highway 61, Whitsett (Greensboro), NC 27377	2015
A-26	39	10679 Lancaster Rd., Hebron, OH 43025	2015
A-27	29	5551 St. Rt. 193, Kingsville, OH 44048	2015
A-28	59	501 South Morgan Road, Oklahoma City (West), OK 73128	2015
A-29	56	21856 Bents Road, NE, Aurora (Portland), OR 97002	2015
A-30	215	4050 Depot Road, Erie (Harborcreek), PA 16510	2015
A-31	12	7848 Linglestown Road, Harrisburg, PA 17112	2015
A-32		Intentionally deleted
A-33	17	6800 Thompson Road, Baytown, TX 77522	2015
A-34	230	704 West Interstate 20, Big Spring, TX 79720	2015
A-35		Intentionally deleted
A-36	1	100 N. Carter Road, Ashland (Richmond), VA 23005	2015
A-37	170	435 Winton Parkway, Livingston, CA 95334	2015
A-38	369	3001 Grant Street, Gary, IN 46408	2015
A-39	402	24225 and 24263 West Lorenzo Road, Wilmington, IL 60481	2019
A-40	255	289 Howard Baker Highway, Pioneer, TN 37847	2019
A-41	257	10346 S. State Rd. 39, Clayton, IN 46118	2015

[See attached copies.]