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): FEBRUARY 10, 2005
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.)
400 CENTRE STREET, NEWTON, MASSACHUSETTS 02458
(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:
/ / 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 February 10, 2005, Hospitality Properties Trust (the "Company") agreed to
sell $300,000,000 aggregate principal amount of its 5 1/8% Senior Notes due
February 15, 2015 (the "Notes") in a public offering. The Notes are expected
to be issued on February 15, 2005, and will be issued under a supplemental
indenture to the Company's indenture dated February 25, 1998. The Notes will
be senior unsecured obligations of the Company and will have substantially
the same covenants as the Company's other outstanding senior unsecured notes
issued under that indenture. The Company expects to use the estimated $297.2
million net proceeds from this offering to fund the planned acquisition of 13
hotels from subsidiaries of InterContinental Hotels Group, plc. The
underwriters for the offering are Wachovia Capital Markets, LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets Corporation,
Advest, Inc., Banc of America Securities LLC, BB&T Capital Markets, a
division of Scott & Stringfellow, Inc., Calyon Securities (USA) Inc.,
Citigroup Global Markets Inc., Commerzbank Capital Markets Corp., Deutsche
Bank Securities Inc., Ferris, Baker Watts, Incorporated, Harris Nesbitt
Corp., PNC Capital Markets, Inc., Keybanc Capital Markets, a division of
McDonald Investments Inc., Legg Mason Wood Walker, Incorporated, Morgan
Keegan & Co., Inc., Oppenheimer & Co. Inc., Scotia Capital (USA) Inc.,
Stifel, Nicolaus & Company, Incorporated, SunTrust Capital Markets, Inc.,
Piper Jaffray & Co., Wedbush Morgan Securities Inc. and Wells Fargo
Securities, LLC. A prospectus supplement relating to the Notes will be filed
with the Securities and Exchange Commission. This Current Report on Form 8-K
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 in which such
offer, solicitation or sale would be unlawful prior to registration of
qualification under the securities laws of any such state.
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND FEDERAL SECURITIES LAWS,
INCLUDING WITH RESPECT TO THE COMPANY'S ISSUANCE OF THE NOTES AND ITS
INTENDED USE OF THE PROCEEDS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
THE COMPANY'S PRESENT EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS
OF THESE STATEMENTS ARE NOT GUARANTEED.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1.1 Underwriting Agreement, dated as of February 10, 2005, among the
Company and Wachovia Capital Markets, LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated and RBC Capital Markets Corporation, acting on
behalf of the underwriters named in Schedule I thereto, pertaining to
$300,000,000 in aggregate principal amount of 5 1/8% Senior Notes due
February 15, 2015.
2.1 Amended and Restated Purchase and Sale Agreement, dated as of February 9,
2005, by and between BHR Texas, L.P., InterContinental Hotels Group
Resources, Inc., Crowne Plaza LAX,
LLC, Holiday Pacific Partners Limited Partnership, 220 Bloor Street Hotel
Inc. and Staybridge Markham, Inc., as sellers, and HPT IHG-2 Properties
Trust, as buyer.
2.2 Amended and Restated Stock Purchase Agreement, dated as of February 9,
2005, by and between Six Continents International Holdings B.V., as
seller, and HPT IHG-2 Properties Trust, as buyer.
4.1 Form of Supplemental Indenture No. 8, to be dated as of February 15,
2005, between Hospitality Properties Trust and U.S. Bank National
Association, as successor trustee, including the form of 5 1/8% Senior
Notes due 2015.
5.1 Opinion of Sullivan & Worcester LLP.
5.2 Opinion of Venable LLP.
8.1 Opinion of Sullivan & Worcester LLP re: tax matters.
23.1 Consent of Sullivan & Worcester LLP (contained in Exhibits 5.1 and 8.1).
23.2 Consent of Venable LLP (contained in Exhibit 5.2).
23.3 Consent of Ernst & Young LLP.
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: February 11, 2005