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Document/Exhibit Description Pages Size 1: S-3ASR Automatic Shelf Registration Statement by a HTML 464K Well-Known Issuer 2: EX-5.1 Opinion of Counsel re: Legality HTML 37K 3: EX-5.2 Opinion of Counsel re: Legality HTML 43K 4: EX-5.3 Opinion of Counsel re: Legality HTML 37K 5: EX-8.1 Opinion of Counsel re: Tax Matters HTML 26K 6: EX-23.1 Consent of Expert or Counsel HTML 17K 7: EX-23.2 Consent of Expert or Counsel HTML 17K 8: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 48K 9: EX-25.2 Statement of Eligibility to Act as a Trustee HTML 48K 10: EX-25.3 Statement of Eligibility to Act as a Trustee HTML 49K 11: EX-25.4 Statement of Eligibility to Act as a Trustee HTML 49K
tm2124884-1_s3asr - none - 6.5156617s |
|
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 ☐
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|
| | ||||||||||||||||
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
|
|
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|
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
|
| | Managing Trustee; President and Chief Executive Officer | | | | |
|
/s/ Brian E. Donley
|
| |
Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer) |
| | | |
|
/s/ Laurie B. Burns
|
| | Independent Trustee | | | | |
|
/s/ Robert E. Cramer
|
| | Independent Trustee | | | | |
|
/s/ Donna D. Fraiche
|
| | Independent Trustee | | | | |
|
|
| | Independent Trustee | | | | |
|
|
| | Independent Trustee | | | | |
|
/s/ Adam D. Portnoy
|
| | Managing Trustee | | | |
| 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
|
| | Trustee / Director, President and Chief Executive Officer | | | | |
|
/s/ Brian E. Donley
|
| |
Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer) |
| | | |
|
/s/ Adam D. Portnoy
|
| | Trustee / Director | | | |
| | | | 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
|
| | as Trustee and not individually | | | | |
|
/s/ Adam D. Portnoy
|
| | as Trustee and not individually | | | |
This ‘S-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 8/20/21 | |||
8/19/21 | ||||
6/30/21 | 10-Q | |||
12/31/20 | 10-K | |||
3/31/20 | 10-Q | |||
12/31/19 | 10-K, 8-K | |||
2/3/16 | ||||
8/21/95 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/04/24 Service Properties Trust POSASR 4/04/24 6:583K Toppan Merrill/FA 10/28/21 Service Properties Trust POSASR 10/28/21 5:554K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/05/21 Service Properties Trust 10-Q 6/30/21 66:10M 6/17/21 Service Properties Trust 8-K:5,8,9 6/16/21 11:209K Toppan Merrill/FA 5/10/21 Service Properties Trust 10-Q 3/31/21 63:6.7M 4/12/21 Service Properties Trust DEF 14A 6/16/21 1:3.6M Toppan Merrill-FA 3/01/21 Service Properties Trust 10-K 12/31/20 101:25M 1/19/21 Service Properties Trust 8-K:2 1/13/21 12:201K 7/15/20 Service Properties Trust POSASR 7/15/20 6:1.2M Toppan Merrill/FA 6/10/20 Service Properties Trust 8-K:5,8,9 6/10/20 13:239K Toppan Merrill/FA 3/02/20 Service Properties Trust 10-K 12/31/19 110:28M 9/23/19 Service Properties Trust 8-K:2,5,7,9 9/20/19 17:2.9M Toppan Merrill/FA2 6/30/16 Service Properties Trust 8-A12B 1:29K Toppan Merrill/FA 2/04/16 Service Properties Trust 8-K:1,2,9 2/01/16 4:859K Toppan Merrill/FA 8/21/15 Service Properties Trust S-3ASR 8/21/15 11:2.5M Toppan Merrill-FA |