HPT Hospitality Properties Trust

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): June 16, 2015

HOSPITALITY PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

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))

In this Current Report on Form 8-K, the terms “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 is subsidiaries, unless otherwise noted.

Item 8.01.  Other Events.

As previously reported in our Current Report on Form 8-K dated June 1, 2015, or the June 1 Form 8-K, and our Current Report on Form 8-K dated June 9, 2015, or the June 9 Form 8-K, which Current Reports are incorporated herein by reference, we entered a Transaction Agreement with TA on June 1, 2015 to acquire and leaseback 30 travel centers for an aggregate purchase price of approximately $397 million.  As further described in the June 1 Form 8-K, in connection with this transaction, we agreed to expand and subdivide our then existing TA Lease No. 1, under which we then leased 144 travel centers to TA, into four amended and restated leases, or the New TA Leases, which include the New TA Lease No. 1, the New TA Lease No. 2, the New TA Lease No. 3 and the New TA Lease No. 4.

On June 16, 2015, we completed the second closing of the transactions contemplated by the Transaction Agreement whereby we entered into two purchase agreements with TA, or the Purchase Agreements, pursuant to which we acquired for an aggregate of approximately $24 million, two travel centers that we leased back to TA under the New TA Lease No. 2 and the New TA Lease No. 4.  As a result of this transaction, annual rent under these leases increased by an aggregate of approximately $2 million.

In connection with the Purchase Agreements, we and TA entered into first amendments to the New TA Lease No. 2 and the New TA Lease No. 4 to add the travel centers we acquired from TA on June 16, 2015.  Minimum rent under each of the New TA Lease No. 2 and the New TA Lease No. 4, each as amended, is now approximately $42 million, subject to future adjustment if we and TA complete the remaining transactions contemplated by the Transaction Agreement and if we purchase capital improvements made to the leased travel centers from TA.

The foregoing descriptions of the Purchase Agreements, the New TA Leases and the amendments thereto, the other agreements entered into in connection with the Transaction Agreement and the Transaction Agreement are not complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreements, the New TA Leases and the amendments thereto and such other agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, Exhibits 10.1 through 10.10 to the June 9 Form 8-K and Exhibit 10.1 to the June 1 Form 8-K and are incorporated by reference herein.

Information Regarding Certain Relationships and Related Person Transactions

TA was formerly a 100% owned subsidiary of us until TA’s shares were distributed to our shareholders as a special dividend in 2007.  We are TA’s largest shareholder owning as of June 19, 2015, approximately 8.9% of TA’s outstanding shares, and Mr. Barry Portnoy is one of our Managing Trustees, and is a managing director of TA.  Mr. Thomas O’Brien, the other managing director and the President and Chief Executive Officer of TA, is a former executive officer of ours.  One of TA’s current independent directors, Mr. Arthur Koumantzelis, was one of our Independent Trustees prior to the spin off of TA.  We have significant continuing relationships with TA, including the lease arrangements referred to in this Current Report on Form 8-K, the June 1 Form 8-K and the June 9 Form 8-K.  Mr. Barry Portnoy, and his son, Mr. Adam Portnoy, who is our other Managing Trustee, together own a controlling interest in, and are officers and employees of, Reit Management & Research LLC, or RMR LLC, our manager, and are directors and officers of Reit Management & Research Inc., or RMR Inc., through which they control RMR LLC.  Each of our executive officers is also an officer of RMR LLC, including Mr. Ethan Bornstein, who is the son-in-law of Mr. Barry Portnoy and the brother-in-law of Mr. Adam Portnoy.  Certain executive officers of TA are officers of RMR LLC.  Our Independent Trustees also serve as independent directors or independent trustees of other public companies to which RMR LLC provides management services.  Mr. Barry Portnoy serves as a managing director or managing trustee of those companies and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies.  In addition, officers of RMR LLC serve as our officers and as certain officers of those companies.  RMR LLC provides both business and property management services to us under a business management agreement and a property management agreement and provides services to other companies, including TA.  We own an indirect 16.2% economic interest in RMR LLC through our ownership of shares of RMR Inc.

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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, 2014, or our Annual Report, our definitive Proxy Statement for our 2015 Annual Meeting of Shareholders, or our Proxy Statement, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, or our Quarterly Report, our June 1 Form 8-K, our Current Report on Form 8-K dated June 5, 2015, or our June 5 Form 8-K, our June 9 Form 8-K and our other filings with the Securities and Exchange Commission, or the SEC, including Note 9 to the Consolidated Financial Statements included in our 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 our Annual Report, the section captioned “Related Person Transactions” and the information regarding our Trustees and executive officers in our Proxy Statement, Note 10 to the Condensed Consolidated Financial Statements included in our 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 our Quarterly Report.  In addition, please see the section captioned “Risk Factors” of our Annual Report for a description of risks that may arise from these transactions and relationships.  Our filings with the SEC, including our Annual Report, our Proxy Statement, our Quarterly Report, our June 1 Form 8-K, our June 5 Form 8-K and our June 9 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.

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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.

Exhibit 10.1

FIRST AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 2

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2 (this “Amendment”) is made and entered into as of June 16, 2015 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 (the “Lease”), pursuant to which Landlord leases to Tenant and Tenant leases from Landlord certain land and improvements, all as set forth in the Lease; and

WHEREAS, pursuant to the Lease, HPT TA Properties Trust leases to Tenant certain land having an address at 100 N. Carter Road, Ashland, Virginia 23005, as further described on Exhibit A-36 to the Lease (the “Ashland Land”);

WHEREAS, as of the date of this Amendment, HPT TA Properties Trust has acquired from Tenant the buildings and improvements which Tenant owned on the Ashland Land (collectively, the “Ashland Improvements”); and

WHEREAS, Landlord and Tenant desire to amend the Lease to include the Ashland Improvements as part of the Leased Improvements (as defined in the Lease);

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.                                    Capitalized Terms.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease.

2.                                    Ashland Improvements.  Landlord and Tenant hereby confirm that the Leased Improvements include the Ashland Improvements.

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

“Minimum Rent” shall mean Forty-One Million Seven Hundred Seventy-Three Thousand Eighty-One Dollars ($41,773,081), subject to adjustment as provided in Section 3.1.1(b).

4.                                    Ratification.  As amended hereby, the Lease is hereby ratified and confirmed and all other terms remain in full force and effect.

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.

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

[Signature Page to 1st Amendment to Lease No. 2]

Exhibit 10.2

FIRST AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 4

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 4 (this “Amendment”) is made and entered into as of June 16, 2015 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. 4, dated as of June 9, 2015 (the “Lease”), pursuant to which Landlord leases to Tenant and Tenant leases from Landlord certain land and/or improvements, all as set forth in the Lease; and

WHEREAS, as of the date of this Amendment, HPT TA Properties Trust has acquired from Tenant certain land and improvements comprising a travel center having an address at 15874 Eleven Mile Road, Battle Creek, Michigan 49014, as further described on Exhibit A-37 attached to this Amendment (collectively, the “Battle Creek Property”); and

WHEREAS, Landlord and Tenant desire to amend the Lease to include the Battle Creek Property as a Property (as defined in the Lease);

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.                                    Capitalized Terms.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease.

2.                                    Commencement Date.  The defined term “Commencement Date” shall mean, with respect to the Battle Creek Property, the date of this Amendment.

3.                                    Minimum Rent.  The defined term “Minimum Rent” set forth in Section 1.68 of the Lease is hereby deleted in its entirety and replaced with the following:

“Minimum Rent” shall mean Forty-One Million Eight Hundred Thirty-Seven Thousand Six  Hundred Thirty-One Dollars ($41,837,631), subject to adjustment as provided in Section 3.1.1(b).

4.                                    Leased Property.  Section 2.1(a) of the Lease is hereby amended by deleting the reference to “Exhibits A-1 through A-36” in the second line thereof and replacing it with a reference to “Exhibits A-1 through A-37”.

5.                                    Exhibit A.  Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-36” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-37” attached hereto and (b) adding Exhibit A-37 attached to this Amendment immediately following Exhibit A-36 to the Lease.

6.                                    Exhibit B.  Exhibit B to the Lease is hereby deleted in its entirety and replaced with Exhibit B attached to this Amendment.

7.                                    Ratification.  As amended hereby, the Lease is hereby ratified and confirmed and all other terms remain in full force and effect.

[Signature Page Follows]

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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.

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

[Signature Page to 1st Amendment to Lease No. 4]

EXHIBITS A-1 through A-37

Land

[See attached copies.]

EXHIBIT B

NEW PROPERTIES