SEC Info - Service Properties Trust - ‘10-K’ for 12/31/19

Service Properties Trust – ‘10-K’ for 12/31/19 – ‘EX-8.1’

On: Friday, 2/28/20, at 6:43pm ET · As of: 3/2/20 · For: 12/31/19 · Accession #: 945394-20-8 · File #: 1-11527

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 4.33M 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 36K 3: EX-4.18 Instrument Defining the Rights of Security Holders HTML 81K 4: EX-8.1 Opinion of Counsel re: Tax Matters HTML 37K 6: EX-10.10 Material Contract HTML 75K 7: EX-10.11 Material Contract HTML 1.08M 5: EX-10.8 Material Contract HTML 126K 8: EX-21.1 Subsidiaries List HTML 39K 9: EX-23.1 Consent of Experts or Counsel HTML 31K 10: EX-31.1 Certification -- §302 - SOA'02 HTML 38K 11: EX-31.2 Certification -- §302 - SOA'02 HTML 38K 12: EX-32.1 Certification -- §906 - SOA'02 HTML 33K 110: R1 Cover Page HTML 97K 46: R2 Consolidated Balance Sheets HTML 117K 36: R3 Consolidated Balance Sheets (Parenthetical) HTML 39K 72: R4 Consolidated Statements of Comprehensive Income HTML 123K 106: R5 Consolidated Statements of Comprehensive Income HTML 33K (Parenthetical) 42: R6 Consolidated Statements of Shareholders' Equity HTML 93K 35: R7 Consolidated Statements of Cash Flows HTML 154K 74: R8 Organization HTML 35K 105: R9 Summary of Significant Accounting Policies HTML 115K 30: R10 Weighted Average Common Shares HTML 41K 62: R11 Real Estate Properties HTML 248K 95: R12 Management Agreements and Leases HTML 157K 83: R13 Indebtedness HTML 58K 29: R14 Shareholders' Equity HTML 112K 61: R15 Business and Property Management Agreements with HTML 64K RMR LLC 94: R16 Related Person Transactions HTML 56K 82: R17 Income Taxes HTML 94K 28: R18 Concentration HTML 101K 63: R19 Selected Quarterly Financial Data (Unaudited) HTML 61K 100: R20 Segment Information HTML 230K 67: R21 Fair Value of Assets and Liabilities HTML 98K 32: R22 Schedule Iii?Real Estate and Accumulated HTML 1.16M Depreciation 41: R23 Summary of Significant Accounting Policies HTML 147K (Policies) 99: R24 Summary of Significant Accounting Policies HTML 83K (Tables) 66: R25 Weighted Average Common Shares (Tables) HTML 41K 31: R26 Real Estate Properties (Tables) HTML 234K 40: R27 Management Agreements and Leases (Tables) HTML 70K 101: R28 Indebtedness (Tables) HTML 37K 65: R29 Shareholders' Equity (Tables) HTML 100K 84: R30 Income Taxes (Tables) HTML 96K 97: R31 Concentration (Tables) HTML 91K 59: R32 Selected Quarterly Financial Data (Unaudited) HTML 61K (Tables) 26: R33 Segment Information (Tables) HTML 231K 85: R34 Fair Value of Assets and Liabilities (Tables) HTML 99K 98: R35 Organization (Details) HTML 38K 60: R36 Summary of Significant Accounting Policies HTML 44K (Details) 27: R37 Summary of Significant Accounting Policies - HTML 75K Intangibles (Details) 86: R38 Summary of Significant Accounting Policies - HTML 74K Future Amortization of Intangibles (Details) 96: R39 Summary of Significant Accounting Policies - Debt HTML 50K Issuance Costs (Details) 68: R40 Summary of Significant Accounting Policies - HTML 40K Equity Securities (Details) 103: R41 Summary of Significant Accounting Policies - HTML 43K Revenue Recognition and Segment Information (Details) 49: R42 Summary of Significant Accounting Policies - New HTML 37K Accounting Pronouncements (Details) 38: R43 Weighted Average Common Shares (Details) HTML 38K 69: R44 Real Estate Properties (Details) HTML 86K 104: R45 Real Estate Properties - Allocation of Purchase HTML 301K Price (Details) 50: R46 Real Estate Properties Real Estate Properties - HTML 60K SMTA Transaction and Other Acquisition Agreements (Details) 39: R47 Real Estate Properties - Dispositions (Details) HTML 108K 70: R48 Real Estate Properties Real Estate Properties - HTML 121K Sale of Properties (Details) 102: R49 Management Agreements and Leases (Details) HTML 49K 88: R50 Management Agreements and Leases - IHG Agreement HTML 53K (Details) 77: R51 Management Agreements and Leases - Marriott No. 1 HTML 45K (Details) 24: R52 Management Agreements and Leases - Marriott No. HTML 50K 234 (Details) 58: R53 Management Agreements and Leases - Marriott No. 5 HTML 43K (Details) 87: R54 Management Agreements and Leases Management HTML 63K Agreements and Leases - Combined Marriott Agreement (Details) 76: R55 Management Agreements and Leases - Sonesta and HTML 108K Wyndham Agreement (Details) 23: R56 Management Agreements and Leases - Hyatt Agreement HTML 47K (Details) 57: R57 Management Agreements and Leases - Radisson HTML 51K Agreement (Details) 89: R58 Management Agreements and Leases - Wyndham HTML 46K Agreements (Details) 75: R59 Management Agreements and Leases Mangament HTML 45K Agreements and Leases - Net Lease Portfolio (Details) 37: R60 Management Agreements and Leases - TA Leases HTML 155K (Details) 45: R61 Management Agreements and Leases Management HTML 73K Agreements and Leases - Other Net Lease Agreements (Details) 109: R62 Management Agreements and Leases Management HTML 45K Agreements and Leases - Schedule of Minimum Rents to be Received (Details) 73: R63 Management Agreements and Leases Management HTML 64K Agreements and Leases - Schedule of Minimum Rent Payments (Details) 34: R64 Indebtedness - Narrative (Details) HTML 156K 44: R65 Indebtedness - Principal Repayment (Details) HTML 50K 107: R66 Shareholders' Equity (Details) HTML 42K 71: R67 Shareholders' Equity - Share-based Compensation HTML 85K (Details) 33: R68 Stockholders' Equity - Stock Repurchases (Details) HTML 36K 48: R69 Shareholders' Equity - Preferred Shares (Details) HTML 49K 52: R70 Shareholders' Equity - Distributions (Details) HTML 53K 18: R71 Shareholders' Equity - Schedule of AOCI (Details) HTML 52K 78: R72 Business and Property Management Agreements with HTML 100K RMR LLC (Details) 90: R73 Related Person Transactions - Management HTML 108K Agreements (Details) 55: R74 Related Person Transactions - TA Transaction HTML 47K Agreement (Details) 21: R75 Related Person Transactions - Sonesta and AIC HTML 65K (Details) 81: R76 Related Person Transactions - Directors' and HTML 34K Officers' Liability Insurance (Details) 93: R77 Income Taxes - Provision and Reconciliation HTML 88K (Details) 51: R78 Income Taxes - Deferred Tax Assets and Liabilities HTML 54K (Details) 22: R79 Income Taxes - Narrative (Details) HTML 38K 53: R80 Concentration - Narrative (Details) HTML 92K 19: R81 Concentration - Minimum Return and Rents (Details) HTML 131K 79: R82 Selected Quarterly Financial Data (Unaudited) HTML 47K (Details) 91: R83 Segment Information (Details) HTML 169K 54: R84 Fair Value of Assets and Liabilities (Details) HTML 79K 20: R85 Fair Value of Assets and Liabilities - Fair Value HTML 91K of Additional Financial Instruments (Details) 80: R86 Schedule Iii?Real Estate and Accumulated HTML 1.54M Depreciation (Details) 92: R87 Schedule Iii?Real Estate and Accumulated HTML 58K Depreciation - Notes to Schedule III (Details) 64: R9999 Uncategorized Items - svcq4201910kdocument.htm HTML 34K 108: XML IDEA XML File -- Filing Summary XML 194K 56: XML XBRL Instance -- svcq4201910kdocument_htm XML 7.83M 43: EXCEL IDEA Workbook of Financial Reports XLSX 177K 14: EX-101.CAL XBRL Calculations -- svc-20191231_cal XML 293K 15: EX-101.DEF XBRL Definitions -- svc-20191231_def XML 1.66M 16: EX-101.LAB XBRL Labels -- svc-20191231_lab XML 3.12M 17: EX-101.PRE XBRL Presentations -- svc-20191231_pre XML 2.03M 13: EX-101.SCH XBRL Schema -- svc-20191231 XSD 423K 25: JSON XBRL Instance as JSON Data -- MetaLinks 538± 819K 47: ZIP XBRL Zipped Folder -- 0000945394-20-000008-xbrl Zip 979K

Exhibit 8.1

February 28, 2020

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 Annual Report on Form 10-K for the year ended December 31, 2019 (the “Form 10-K”) under the Securities Exchange Act of 1934, as amended.

We have acted as counsel for the Company in connection with the preparation of the Form 10-K. 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; and (ii) the Form 10-K. 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 Form 10-K and in the exhibits thereto; and (ii) representations made to us by officers of the Company or contained in the Form 10-K and in the exhibits thereto, 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.

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 Form 10-K or in the exhibits thereto 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 Form 10-K. 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 Form 10-K, which is incorporated by reference in the Company’s Registration Statement on Form S-3, File No. 333-226944 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), and to the references to our firm in the Form 10-K and 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 Securities Act or under the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Sullivan & Worcester LLP

SULLIVAN & WORCESTER LLP

This ‘10-K’ Filing		Date	Other Filings

Filed as of:		3/2/20	3
Filed on:		2/28/20	3, 4, 8-K
For Period end:		12/31/19	8-K
	List all Filings

This ‘10-K’ Filing

Date

Other Filings

Filed as of:

3/2/20

Filed on:

2/28/20

3, 4, 8-K

For Period end:

12/31/19

8-K

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/24 Service Properties Trust 10-Q 3/31/24 75:7.4M 4/04/24 Service Properties Trust POSASR 4/04/24 6:583K Toppan Merrill/FA 2/28/24 Service Properties Trust 10-K 12/31/23 99:19M 11/06/23 Service Properties Trust 10-Q 9/30/23 69:8M 8/07/23 Service Properties Trust 10-Q 6/30/23 81:12M 5/08/23 Service Properties Trust 10-Q 3/31/23 65:6.9M 2/28/23 Service Properties Trust 10-K 12/31/22 102:22M 11/03/22 Service Properties Trust 10-Q 9/30/22 64:8.8M 8/04/22 Service Properties Trust 10-Q 6/30/22 67:8.9M 5/04/22 Service Properties Trust 10-Q 3/31/22 62:7.2M 2/24/22 Service Properties Trust 10-K 12/31/21 101:24M 11/04/21 Service Properties Trust 10-Q 9/30/21 65:9.8M 10/28/21 Service Properties Trust POSASR 10/28/21 5:554K Toppan Merrill/FA 8/20/21 Service Properties Trust S-3ASR 8/20/21 11:1.8M Toppan Merrill/FA 8/05/21 Service Properties Trust 10-Q 6/30/21 66:10M 5/10/21 Service Properties Trust 10-Q 3/31/21 63:6.7M 3/01/21 Service Properties Trust 10-K 12/31/20 101:25M 1/29/21 Service Properties Trust POSASR 1/29/21 4:621K Toppan Merrill/FA 12/02/20 Service Properties Trust 8-K:1,9 11/25/20 11:370K Toppan Merrill/FA 11/19/20 Service Properties Trust 424B5 1:1M Toppan Merrill/FA 11/17/20 Service Properties Trust 424B5 1:1M Toppan Merrill/FA 11/13/20 Service Properties Trust POSASR 11/13/20 4:644K Toppan Merrill/FA 11/09/20 Service Properties Trust 10-Q 9/30/20 75:12M 10/08/20 Service Properties Trust 8-K:1,9 10/06/20 13:251K 8/10/20 Service Properties Trust 10-Q 6/30/20 72:10M

Service Properties Trust – ‘10-K’ for 12/31/19 – ‘EX-8.1’

On: Friday, 2/28/20, at 6:43pm ET · As of: 3/2/20 · For: 12/31/19 · Accession #: 945394-20-8 · File #: 1-11527

Previous ‘10-K’: ‘10-K’ on 2/27/19 for 12/31/18 · Next: ‘10-K’ on 3/1/21 for 12/31/20 · Latest: ‘10-K’ on 2/28/24 for 12/31/23 · 25 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-8.1’ — Opinion of Counsel re: Tax Matters

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

25 Subsequent Filings that Reference this Filing

Service Properties Trust – ‘10-K’ for 12/31/19 – ‘EX-8.1’

On: Friday, 2/28/20, at 6:43pm ET · As of: 3/2/20 · For: 12/31/19 · Accession #: 945394-20-8 · File #: 1-11527

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-8.1’ — Opinion of Counsel re: Tax Matters

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

25 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents