0000945394false00009453942025-09-302025-09-30
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): September 30, 2025
SERVICE PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
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| 1-11527 |
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04-3262075 |
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(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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class |
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Trading Symbol |
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Name of each Exchange on which Registered |
| Common Shares of Beneficial Interest |
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SVC |
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The Nasdaq Stock Market LLC |
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).
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. ☐
In this Current Report on Form 8-K, the term "SVC" refers to Service Properties Trust and its consolidated subsidiaries, unless otherwise noted.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 30, 2025, SVC sold five hotels with a total of 640 keys located in three states for a combined sales price of $50.0 million, excluding closing costs, pursuant to one of the agreements that SVC previously entered into to sell 113 hotels with a total of 14,803 keys for a combined sales price of $913.3 million, excluding closing costs, or the Sale Hotels. To date, SVC has sold 38 of the Sale Hotels with a total of 5,331 keys for a combined sales price of $279.3 million, excluding closing costs, and SVC remains under agreement to sell 75 Sale Hotels with a total of 9,472 keys for a combined sales price of $634.0 million, excluding closing costs. The remaining 75 Sale Hotels will be sold in phases, expected to be completed by the end of 2025. As previously disclosed, SVC expects to use the proceeds from the sales of the Sale Hotels to repay debt.
Twelve hotel sales SVC has completed through September 30, 2025 pursuant to one of the agreements, or the 45 Hotel Sale Portfolio, for the Sale Hotels constitute significant dispositions for purposes of Item 2.01 of Form 8-K. Accordingly, pro forma financial information required by Item 9.01 of Form 8-K with respect to the 45 Hotel Sale Portfolio is included as Exhibit 99.1 to this Current Report on Form 8-K.
For further information regarding SVC's completed hotel sales, please see its Current Reports on Form 8-K filed with the Securities and Exchange Commission, or the SEC, on
September 10, 2025,
September 18, 2025,
September 24, 2025 (filed with Item 2.01),
September 29, 2025 and
October 1, 2025.
Warning Concerning Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever SVC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, SVC is making forward-looking statements. These forward-looking statements are based upon SVC’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by SVC’s forward-looking statements as a result of various factors. For example, the pending sales of the remaining Sale Hotels are subject to conditions; accordingly, SVC cannot be sure that it will complete these sales, that these sales will not be delayed, that the terms will not change or, if the sales are completed, that it will use the proceeds as currently expected.
The information contained in SVC’s filings with the SEC, including under the caption “Risk Factors” in SVC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or incorporated herein or therein, identifies other important factors that could cause differences from SVC’s forward-looking statements. SVC’s filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue reliance upon SVC’s forward-looking statements.
Except as required by law, SVC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
SVC's unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 and SVC's unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the six months ended June 30, 2025, and the notes related thereto with respect to the 45 Hotel Sale Portfolio are filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
These unaudited pro forma condensed consolidated financial statements reflect SVC's financial position as if the sales of the 12 hotels in the 45 Hotel Sale Portfolio sold through September 30, 2025 were completed as of June 30, 2025 and SVC's results of operations as if the sales of these hotels were completed as of January 1, 2024. These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of SVC's expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in SVC's portfolio of investments, capital structure, property level operating expenses and revenues, including returns received from SVC's hotels or rents expected to be received pursuant to SVC's existing leases or leases SVC may enter into, changes in interest rates and other reasons.
Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences may be significant.
(d) Exhibits.
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104 |
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Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
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.
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SERVICE PROPERTIES TRUST |
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By: |
/s/ Brian E. Donley |
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Name: |
Brian E. Donley |
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Title: |
Chief Financial Officer and Treasurer |
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| Dated: |
October 6, 2025 |
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EX-99.1
2
exhibit991-93025.htm
EX-99.1
Document
SERVICE PROPERTIES TRUST
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements
On September 30, 2025, Service Properties Trust, or SVC, sold five hotels with a total of 640 keys located in three states for a combined sales price of $50.0 million, excluding closing costs, pursuant to an agreement that SVC previously entered into to sell, in phases, 45 hotels with a total of 5,997 keys for a combined sales price of $432.0 million, excluding closing costs, or the 45 Hotel Sale Portfolio. To date, SVC has sold 12 of the hotels in the 45 Hotel Sale Portfolio with a total of 1,662 keys for a combined sales price of $116.5 million, excluding closing costs, which constitutes a significant disposition of assets. SVC remains under agreement to sell the remaining 33 hotels with a total of 4,335 keys for a combined sales price of $315.5 million, excluding closing costs.
The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 reflects SVC's financial position as if the 12 hotels in the 45 Hotel Sale Portfolio sold through September 30, 2025 were completed as of June 30, 2025. The following unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the six months ended June 30, 2025 reflect SVC's results of operations as if the 12 hotels in the 45 Hotel Sale Portfolio sold through September 30, 2025 were completed on January 1, 2024. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) SVC's unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025, and the notes thereto, included in SVC's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, or the SEC, on August 5, 2025, and (ii) SVC's consolidated financial statements for the year ended December 31, 2024, and the notes thereto, included in SVC's Annual Report on Form 10-K filed with the SEC on February 26, 2025.
These unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are not necessarily indicative of SVC's expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in SVC's portfolio of investments, capital structure, property level operating expenses and revenues, including returns received from SVC’s hotels or rents expected to be received pursuant to SVC's existing leases or leases SVC may enter into, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences may be significant. In the opinion of management, all adjustments necessary to reflect, in all material respects, the effects of 12 hotels in the 45 Hotel Sale Portfolio sold through September 30, 2025 have been included.
SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2025
(dollars in thousands, except per share data)
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Historical |
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Transaction Accounting Adjustments |
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Pro Forma |
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(A) |
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(B) |
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ASSETS |
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Real estate properties: |
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Land |
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$ |
1,735,709 |
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$ |
— |
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$ |
1,735,709 |
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Buildings, improvements and equipment |
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6,115,921 |
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— |
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6,115,921 |
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Total real estate properties, gross |
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7,851,630 |
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— |
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7,851,630 |
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Accumulated depreciation |
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(2,400,670) |
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— |
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(2,400,670) |
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Total real estate properties, net |
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5,450,960 |
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— |
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5,450,960 |
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Acquired real estate leases and other intangibles, net |
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100,481 |
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— |
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100,481 |
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Assets of properties held for sale |
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849,100 |
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(108,040) |
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741,060 |
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Cash and cash equivalents |
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63,176 |
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113,005 |
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176,181 |
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Restricted cash |
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22,855 |
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— |
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22,855 |
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Equity method investment |
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111,653 |
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— |
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111,653 |
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Due from related persons |
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29,219 |
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1,662 |
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30,881 |
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Other assets, net |
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305,068 |
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— |
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305,068 |
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Total assets |
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$ |
6,932,512 |
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$ |
6,627 |
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$ |
6,939,139 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Unsecured debt, net |
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$ |
4,026,768 |
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$ |
— |
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$ |
4,026,768 |
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Secured debt, net |
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1,692,494 |
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— |
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1,692,494 |
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Accounts payable and other liabilities |
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496,822 |
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— |
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496,822 |
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Due to related persons |
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13,941 |
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— |
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13,941 |
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Liabilities of properties held for sale |
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6,543 |
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— |
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6,543 |
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Total liabilities |
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6,236,568 |
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— |
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6,236,568 |
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Commitments and contingencies |
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Shareholders’ equity: |
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Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 166,860,830 shares issued and outstanding |
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1,669 |
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— |
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1,669 |
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Additional paid in capital |
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4,562,021 |
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— |
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4,562,021 |
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Cumulative other comprehensive income |
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2,173 |
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— |
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2,173 |
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Cumulative net income |
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2,040,380 |
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6,627 |
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2,047,007 |
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Cumulative common distributions |
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(5,910,299) |
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— |
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(5,910,299) |
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Total shareholders’ equity |
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695,944 |
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6,627 |
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702,571 |
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Total liabilities and shareholders’ equity |
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$ |
6,932,512 |
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$ |
6,627 |
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$ |
6,939,139 |
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The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.
SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS
For the Year Ended December 31, 2024
(amounts in thousands, except per share data)
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Historical |
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Transaction Accounting Adjustments |
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Pro Forma |
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(A) |
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Revenues: |
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| Hotel operating revenues |
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$ |
1,496,705 |
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$ |
(47,036) |
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(B) |
$ |
1,449,669 |
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| Rental income |
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400,223 |
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— |
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400,223 |
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Total revenues |
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1,896,928 |
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(47,036) |
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1,849,892 |
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Expenses: |
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| Hotel operating expenses |
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1,274,153 |
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(41,071) |
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(B) |
1,233,082 |
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| Net lease operating expenses |
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19,817 |
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— |
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19,817 |
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| Depreciation and amortization |
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371,786 |
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(9,297) |
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(B) |
362,489 |
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| General and administrative |
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40,239 |
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— |
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40,239 |
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| Transaction related costs |
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6,894 |
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— |
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6,894 |
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| Loss on asset impairment, net |
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56,212 |
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— |
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56,212 |
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Total expenses |
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1,769,101 |
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(50,368) |
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1,718,733 |
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| Gain on sale of real estate, net |
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6,269 |
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6,627 |
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(C) |
12,896 |
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| Interest income |
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4,052 |
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— |
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4,052 |
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Interest expense |
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(383,792) |
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— |
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(383,792) |
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| Loss on early extinguishment of debt, net |
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(16,181) |
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— |
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(16,181) |
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Loss before income tax expense and equity in losses of an investee |
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(261,825) |
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9,959 |
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(251,866) |
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| Income tax expense |
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(1,402) |
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— |
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(1,402) |
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| Equity in losses of an investee |
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(12,299) |
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— |
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(12,299) |
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| Net loss |
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$ |
(275,526) |
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$ |
9,959 |
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$ |
(265,567) |
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Weighted average common shares outstanding (basic and diluted) |
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165,338 |
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165,338 |
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| Net loss per common share (basic and diluted) |
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$ |
(1.67) |
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$ |
(1.61) |
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The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.
SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS
For the Six Months Ended June 30, 2025
(amounts in thousands, except per share data)
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Historical |
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Transaction Accounting Adjustments |
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Pro Forma |
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(A) |
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Revenues: |
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| Hotel operating revenues |
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$ |
739,368 |
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$ |
(22,416) |
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(B) |
$ |
716,952 |
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| Rental income |
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199,247 |
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— |
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199,247 |
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Total revenues |
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938,615 |
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(22,416) |
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916,199 |
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Expenses: |
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| Hotel operating expenses |
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634,753 |
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(20,037) |
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(B) |
614,716 |
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| Net lease operating expenses |
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11,067 |
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— |
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11,067 |
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| Depreciation and amortization |
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164,130 |
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(2,370) |
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(B) |
161,760 |
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| General and administrative |
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19,774 |
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— |
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19,774 |
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| Transaction related costs |
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1,456 |
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— |
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1,456 |
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| Loss on asset impairment |
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54,721 |
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— |
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54,721 |
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Total expenses |
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885,901 |
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(22,407) |
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863,494 |
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| Gain on sale of real estate, net |
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590 |
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— |
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590 |
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| Interest income |
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2,071 |
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— |
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2,071 |
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Interest expense |
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(204,196) |
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— |
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(204,196) |
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Loss before income tax expense and equity in losses of an investee |
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(148,821) |
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(9) |
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(148,830) |
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| Income tax expense |
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(1,300) |
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— |
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(1,300) |
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| Equity in losses of an investee |
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(4,473) |
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— |
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(4,473) |
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| Net loss |
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$ |
(154,594) |
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$ |
(9) |
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$ |
(154,603) |
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Weighted average common shares outstanding (basic and diluted) |
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165,679 |
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165,679 |
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| Net loss per common share (basic and diluted) |
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$ |
(0.93) |
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$ |
(0.93) |
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The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.
SERVICE PROPERTIES TRUST
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet
(A) Represents SVC’s historical condensed consolidated balance sheet as of June 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
(B) Represents the removal of the assets and liabilities associated with 12 of the hotels in the 45 Hotel Sale Portfolio sold through September 30, 2025. The transaction accounting adjustments are as follows:
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| Assets of properties held for sale |
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$ |
108,040 |
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Working capital(1) |
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(1,662) |
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| Net book value |
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$ |
106,378 |
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| Gross sales price |
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$ |
116,500 |
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Estimated closing costs(2) |
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(3,495) |
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| Estimated net proceeds |
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113,005 |
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| Net book value |
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(106,378) |
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| Cumulative net income adjustment |
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$ |
6,627 |
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(1) Represents working capital previously advanced to Sonesta International Hotels Corporation. Any remaining
working capital for sold hotels will be returned to SVC.
(2) Represents estimated closing costs including broker’s commissions, legal fees, transfer and recording fees and other
customary closing costs directly attributable to the sale of 12 hotels in the 45 Hotel Sale Portfolio.
Adjustments to Unaudited Pro Forma Condensed Consolidated Statements Loss
Year Ended December 31, 2024
(A) Represents SVC’s historical consolidated statement of loss for the year ended December 31, 2024, which was derived from SVC’s Annual Report on Form 10-K for the year ended December 31, 2024.
(B) Represents the removal of the historical revenues and expenses for the year ended December 31, 2024, of 12 of the hotels in the 45 Hotel Sale Portfolio sold through September 30, 2025.
(C) Represents the estimated gain on sale of 12 of the hotels in the 45 Hotel Sale Portfolio sold through September 30, 2025, calculated as the estimated net proceeds of $113,005 less the net book value of the assets of $106,378, both as described in Note B of the adjustments to the unaudited pro forma condensed consolidated balance sheet.
Six Months Ended June 30, 2025
(A) Represents SVC’s historical condensed consolidated statement of loss for the six months ended June 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
(B) Represents the removal of the historical revenues and expenses for the six months ended June 30, 2025, of 12 of the hotels in the 45 Hotel Sale Portfolio sold through September 30, 2025.
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