Good morning, and welcome to the Service Properties Trust First Quarter 2025 Earnings Conference Call. All participants will be in a listen-only mode. After today's presentation, there will be an opportunity to ask questions. Please note that this event is being recorded. I would now like to turn the call over to Kevin Barry, Senior Director of Investor Relations. Please go ahead.

Good morning. Thank you for joining us today. With me on the call are Chris Bilotto, President and Chief Executive Officer; Jesse Abair, Vice President; and Brian Donley, Treasurer and Chief Financial Officer. In just a moment, they will provide details about our business and our performance for the first quarter of 2025, followed by a question-and-answer session with sell-side analysts. I would like to note that the recording and retransmission of today's conference call is prohibited without the prior written consent of the company. Also note that today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on SVC's beliefs and expectations as of today, May 7, 2025, and actual results may differ materially from those that we project. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call. Additional information concerning factors that can cause those differences is contained in our filings with the Securities and Exchange Commission, which can be accessed from our website at svcreit.com or the SEC's website. Investors are cautioned not to place undue reliance upon any forward-looking statements. In addition, this call may contain non-GAAP financial measures, including normalized funds from operations or normalized FFO, and adjusted EBITDAre. A reconciliation of these non-GAAP figures to net income is available in SVC's Earnings Release Presentation that we issued last night, which can be found on our website. And finally, we are providing guidance on this call, including adjusted hotel EBITDA. We are not providing a reconciliation of this non-GAAP measure as part of our guidance because certain information required for such reconciliation is not available without unreasonable efforts or at all. With that, I will turn the call over to Chris.

Thank you, Kevin. Good morning, everyone, and thank you for joining the call today. Last night, we reported first quarter earnings results that were in line with our expectations, highlighted by comparable RevPAR growth of 2.6% within our lodging portfolio, steady operating performance from our net lease retail properties, and growth in adjusted EBITDAre year-over-year. Additionally, we advanced our strategic plans to optimize our portfolio by selling assets to deleverage our balance sheet and reinvest in growth opportunities. I will begin our discussion with an overview of our hotel portfolio performance during the quarter and an update on our investment activities. Then Jesse will discuss our net lease portfolio, and finally, Brian will review our financial results and guidance. At a macro level, we continue to monitor the broader economic activity, trade tariff policy, and shifts in overall consumer sentiment, while performance within our lodging portfolio was in line with expectations, RevPAR softened as the quarter progressed, partially driven by a pullback in government and inbound international travel, as well as airlines reducing flight commitments and crew business. Conversely, positive post-renovation performance with certain hotels in our portfolio, favorable trends with our group revenue pace, and a stable outlook for our net lease retail portfolio remain bright spots as we continue through the year. In the meantime, we are proceeding with the priorities and objectives we set for the year and continue to monitor this evolving market backdrop, meaning flexibility to adjust our operating plans and capital investments as necessary. As it relates to our disposition activities, we are currently tracking with our plans to sell 123 hotels during 2025 with estimated proceeds of $1.1 billion. We plan to use these proceeds to strengthen SVC's balance sheet through debt repayments and strategies to improve the overall portfolio through certain triple net lease acquisitions and capital spending on hotels. Turning to our hotel portfolio performance during the first quarter, overall comparable hotel RevPAR grew 2.6% year-over-year, outpacing the industry by 40 basis points despite meaningful revenue displacement from renovation activity. Excluding eight hotels under renovation during the quarter, comparable RevPAR increased 3.7% with transient and group revenues outperforming contract. RevPAR growth was supported by occupancy and ADR gains, lift from hotels under renovation last year, as well as citywide events. GOP and adjusted hotel EBITDA declined year-over-year primarily due to active hotel renovations increases in labor and higher utility costs with a colder than average first quarter. By service level, our full-service hotels reported a 1.9% increase in RevPAR excluding one hotel under renovation during the quarter, full-service portfolio RevPAR would have been 3.2% year-over-year. Strong growth in group was supported by elevated leisure demand at Royal Sonesta both Hawaii and San Juan, with the Royal Sonesta, New Orleans and DuPont Washington D.C. driving demand from the Super Bowl and inauguration respectively. Other notable improvements were driven by increased transient revenue from our IHG and Radisson hotels with increased OTA and retail business and from post-renovation lift at Sonesta, White Plains. Our select service portfolio produced exceptional growth with RevPAR up 10.6% year-over-year, mainly driven by occupancy growth in our Hyatt Place and Sonesta Select portfolios. Notably, RevPAR growth was driven by a 15% occupancy rise and a 2.7% improvement in ADR at our recently renovated Hyatt Place hotels. RevPAR growth at Sonesta Select hotels reflects the fourth consecutive quarter of year-over-year occupancy gains, specifically in Boca Raton, Camarillo, California, and Philadelphia. In our extended city portfolio, RevPAR was essentially flat as a modest increase in ADR was offset by a decline in occupancy. Renovation activity continues to have a more pronounced impact on our ES Suites portfolio performance as six hotels were under renovation during the first quarter compared to one hotel in the prior year period. To mitigate this disruption, Sonesta remains focused on driving short-term stays and additional room nights with transient discounts and targeted marketing through wholesale channels. Turning to investment activity. As we enter 2025, our focus remains on strengthening our balance sheet and portfolio through asset sales and reinvesting in our hotels with the highest opportunity for upside, along with a gradual investment in net lease acquisitions. Notable hotel completions will include the renovation of our Sonesta Los Angeles Airport and our Sonesta Hilton Head during the first half of 2025 and our Sonesta in Atlanta and Simply Suites in Burlington, Massachusetts during the back half of the year. Forecasted displacement from ongoing renovations will be less significant in Q2 and Q3 with projected strong year-over-year performance gains with nine hotels completing renovations in early 2025. These gains are expected to mitigate renovation-related disruptions with planned construction starting on four full-service hotels in Q4. During the first quarter, as part of the 22 portfolio set of hotels we launched for disposition in early 2024, we sold four of these hotels with 514 keys for a combined sales price of $19.6 million. We are under contract to sell the remaining four hotels within this portfolio, which includes 492 keys for a combined sales price of $26.5 million. We anticipate these will close during the second quarter. Also during the first quarter, we completed a robust marketing effort for the sale of 114 Sonesta hotels. These assets received strong buyer interest reflecting a deep and well-capitalized buyer pool concluding with over 30 bids under the Sonesta brand. The portfolio was awarded to four buyers and includes both new and existing Sonesta franchise relationships. Buyers are actively engaged and following a customary diligence period, we anticipate the sales will be completed in phases over the next few quarters. In total, we plan to sell 125 hotels in 2025 for approximately $1.1 billion. The pricing applies an 18x multiple on hotel EBITDA of $60 million over the trailing 12 months. This valuation is well above SVC's multiple of approximately 11x trailing 12 months adjusted EBITDAre. Turning to our triple net lease assets. We are making meaningful progress with our capital recycling initiatives. As Jesse will elaborate, since the end of the quarter, we have acquired or are under agreements to acquire nine net lease retail properties for $33 million. We view this as a strategic growth initiative and plan to gradually expand our retail acquisition activity over time to capitalize on accretive opportunities in our pipeline. Upon completion of our hotel disposition program and noted retail acquisitions, we estimate that SVC's composition by investment will shift from 56% lodging assets and 44% net lease properties today to 54% triple net lease and 46% lodging assets. Based on this allocation, we believe that investors will begin to re-rate shares of SVC based on a triple net lease valuation basis as opposed to a lodging REIT. In sum, we are off to a solid start in 2025. While the current macroeconomic environment has created uncertainty, we believe our portfolio optimization initiatives, durable cash flows from our triple net lease assets, and capital management initiatives will be significant drivers of long-term value creation. I will now turn it over to Jesse to discuss the net lease portfolio.

Thank you, Chris. The recent macro volatility underscores the benefits that our steady cash flow generating net lease portfolio contributes to SVC. As of March 31, we own 739 service-oriented retail net lease properties with annual minimum rents of $381 million. Our net lease assets were nearly 98% leased with a weighted average lease term of eight years. Our tenant base consists of 175 tenants operating under 136 brands spanning 21 distinct industries, thereby mitigating our exposure to any one retail sector and offering opportunities to grow our existing relationships with a variety of different operators. Only 2.1% of our minimum rents are scheduled to expire in 2025 and approximately 3% in each of the following years through 2029. As of quarter-end, the aggregate coverage of our net lease portfolio's minimum rents was 2.07x on a trailing 12-month basis, which was essentially flat on a sequential quarter basis. Excluding our TA travel center properties, which are backed by BP's investment-grade credit, minimum rent coverage remains strong at 3.6x, down a tenth of a turn compared to the prior quarter. By design, the net lease portfolio, which largely provides non-discretionary goods and services to consumers, should continue to perform well even during challenging economic times. In fact, many of our tenants, such as our quick-service restaurants and grocery stores, typically benefit from the trade-down effect during periods of lower consumer confidence. Others, like our travel centers, have the flexibility to pass pricing pressures onto customers, particularly in the case of fuel costs. Just as our net lease portfolio weathered pandemic-related disruptions, we anticipate it will exhibit consistency even in the event of sustained volatility in the near term. The essential businesses of our tenants, the strong credit backing our TA leases, and the portfolio's healthy coverage ratios bode well for ongoing resiliency irrespective of macroeconomic conditions. With respect to investments, as we signaled last quarter, we are underway on our strategy to prudently grow the net lease segment of our business in an effort to enhance the tenant and geographic diversity of the portfolio, increase the weighted average lease term, and expand annual minimum rents. To that end, we recently acquired or entered agreements to acquire nine net lease properties for a total of $33 million. These transactions have a weighted average lease term of 16 years, an average rent coverage of 3.0x, and average cash and GAAP cap rates of 7.3% and 8.4%, respectively. We are funding the acquisition of these properties with a combination of capital recycling and flexible financing. During the quarter, we utilized the increased equity value within our net lease portfolio and closed on a $45 million variable funding note facility. This new financing, along with the asset-backed security financing we implemented in 2023, highlights our ability to use our net lease portfolio to obtain attractively priced financing options. Looking ahead, we see opportunities to further expand the portfolio through acquisitions with attractive lease economics and accretive yields. While our transaction volume will remain relatively modest in the near term, as Chris highlighted, we anticipate that our net lease portfolio will contribute more significantly to the overall SVC platform in the future. Before I pass it to Brian, I want to acknowledge the recent publication of the RMR Group's Annual Sustainability Report, which provides a comprehensive overview of our manager's commitment to sustainability. We will continue our ongoing efforts at SVC to advance these sustainability initiatives, which to date have resulted in tangible improvements to energy efficiency, operating costs, and tenant satisfaction. I will now turn the call over to Brian to discuss our financial results.

Thanks, Jesse. Good morning. Starting with our consolidated financial results for the first quarter of 2025, normalized FFO was $10.8 million or $0.07 per share versus $0.13 per share in the prior year quarter. Adjusted EBITDAre increased slightly year-over-year to $115.8 million. Financial results this quarter compared to the prior year quarter were impacted most by a $10.1 million decrease in interest expense. For our 201 comparable hotels this quarter, RevPAR increased by 2.6%. The gross operating profit margin percentage declined by 330 basis points to 21.4%. Below the GOP line cost at our comparable hotels decreased $1.7 million or 3.4% from the prior year, driven primarily by lower property insurance premiums. Our hotel portfolio generated adjusted hotel EBITDA of $23 million, a decline of 20.5% from the prior year, but within our guidance range. By service level, adjusted hotel EBITDA year-over-year decreased $4 million for our full-service hotels, increased $2.4 million for our select service hotels, and decreased $4.3 million for our extended stay hotels. The eight hotels that were under renovation during the quarter represented $3.8 million or 60% of the decline of adjusted hotel EBITDA year-over-year. The renovations at our 17 Hyatt Place hotels were completed in the first quarter of 2025 and we saw a 35% year-over-year improvement in RevPAR to $77, and adjusted hotel EBITDA increased $2.9 million year-over-year. Both our Hyatt and Radisson agreements include limited guarantees of performance thresholds that are now in full effect post renovations. During Q1, our earnings benefited from a $2.9 million increase in guarantee utilization under these agreements to cover the shortfalls in hotel cash flows available to pay our owner's priority returns. Throughout the remainder of 2025, we plan to sell 119 hotels with 15,912 keys. During the first quarter, these 119 hotels generated RevPAR of $65, and adjusted hotel EBITDA of $6.9 million representing a decline of 30% year-over-year. The result of these exit hotels was impacted by one-time expenses and general disruption we expected from the marketing process. The 83 hotels we expect to retain generated RevPAR of $99, and adjusted hotel EBITDA of $17.7 million during the quarter, a decrease of $4.5 million, or 20% year-over-year. Most of this decline year-over-year in the retained portfolio is related to renovation disruption, notably at our Sonesta LAX and Royal Sonesta in Cambridge, Massachusetts. Turning to our expectations for Q2. We are currently projecting second quarter RevPAR of $99 to $102, and adjusted hotel EBITDA of $69 million to $74 million. While we typically see a seasonal benefit to hotel operating results in the second quarter, we anticipate the headwinds in the travel and lodging industries to affect key segments like government and leisure. Additionally, the portfolio will be impacted by revenue displacement from ongoing hotel renovations. This guidance does not include the impact of any potential asset dispositions. Turning to the balance sheet, at quarter-end, we had $5.8 billion of debt outstanding with a weighted average interest rate of 6.4%. Our net debt maturity is $350 million of senior unsecured notes maturing in February 2026. As of quarter-end, we had $80 million of cash on hand and $50 million outstanding on our $650 million revolving credit facility. Turning to our capital expenditure activity, during the first quarter, we invested $46 million in capital improvements at our properties. Notable projects this quarter included an HVAC project in one of the towers at our Royal Sonesta Boston, amounts for the extensive renovation of our Sonesta at LAX and the public space renovation at our Sonesta Hilton Head Resort. For the full year, we continue to expect capital expenditures to be approximately $250 million. This includes $120 million to $140 million of maintenance capital, with the rest going towards renovation and redevelopment initiatives. We are monitoring the potential impact that tariffs may have on the cost of capital improvements as well as potential delays and uncertainties in the supply chain that may impact the availability of materials. We are adapting our plans as necessary to mitigate these external pressures. That concludes our prepared remarks. We're ready to open the line for questions.

We will now start the question-and-answer session. Your first question today will be from Jonathan Jenkins with Oppenheimer & Company. Please proceed.

Good morning. Thank you for taking my questions. First one for me, wanted to parse into the RevPAR trends in the quarter. Look there's and I know there's lots of macroeconomic uncertainty out there, but Chris, you mentioned a slowdown over the quarter. Can you walk us through kind of the monthly progression and how the quarter came in relative to your initial expectations and then also any thoughts or color on where April ended up?

Yes. I think overall, RevPAR kind of came in right where expected. But as I think about the quarter specifically, we started higher in January at just over 2.5%, and that shows some deceleration going into March down to about half a point. And so I think that's how I would think about the trajectory and the slowdown as far as overall RevPAR. I would say for April, Brian's given some guidance on where we expect that RevPAR guidance to be for the quarter. Softness in April is initially or at least the preliminary numbers are showing about a decrease of 1% year-over-year. And so we expect there to be some ramp as the quarter progresses, all things being equal.

That's very helpful. And then might be difficult, but can you provide some color on how much international and government business your hotels have and what you're seeing more real time from those two parts of demand? And maybe, as a follow-up to the last question, your thoughts on how much of what you're seeing in April or saw in April and March is attributable to calendar strips versus more of a structural slowdown in demand?

Yes. The international travel question is a little bit more tricky. I think the way we might think about it is if you think about our broader full-service portfolio, and more so on the retained side, about 30% of our portfolio is located in what we would call the top 10 markets. From that standpoint, we have a manageable amount of assets as they might be impacted by international travel. I think broadly speaking, we're seeing some pressure on contracts from the slowdown in airline business or at least the temporary pause in airline business. I think government specifically saw a modest decrease, the number was about $2.5 million in cancellations across the government contract business with just overall efficiency efforts. But more specifically, some of the bright spots are akin to the fact that we're seeing strong group revenue pace, which is up about 6.5% over the same time last year, which is close to $9 million. Then we expect to see some outsized ramp with respect to our renovation hotels as those continue to kick in and produce positive EBITDA throughout the quarters. So there's some take and give with some broader macroeconomic trends alongside just some of the initiatives specific to our portfolio that I think will provide kind of a healthy balance as we progress throughout the year.

Okay. That's excellent color there. And then switching gears to the hotel dispositions sounds like they're progressing nicely. Can you help us think about your confidence level in completing the sales at the price point that you talked about this year? And any updated thoughts on maybe how that's progressing relative to initial expectations would be helpful.

Yes. Look, I think that we had a robust process, right, with respect to the selection and awarded buyers. We have a pretty deep bench with respect to the amount of offers, which I think gives us some confidence in managing expectations on pricing through a competitive process. We're active in the diligence process. We have signed term sheets with four different buyers where we divided up the pool. We've done a lot of what I would call kind of early-stage diligence work with third-party reports and other things, which are actively being reviewed and updated as necessary. The process is progressing. It's a very different process when you're selling a small subset of hotels, one, two, five hotels, versus larger portfolios such as we're doing. We feel good about the trajectory and the pace we're at today. From a transaction standpoint, there's nothing to suggest that we won't transact as planned. The bigger change from expectations is we expect the takedown of these portfolios to happen in phases, just given the size. That will show transactions occurring over more than one quarter, for example, as we continue to wind down the disposition efforts specific to the 114 hotels.

That's great to hear. And as a follow-up on that, when we think about the two debt maturities coming in 2026, is the plan still to repay those with the asset sales?

That's correct. That plan has not changed.

Okay, perfect. And then maybe last one for me, Chris, you talked about the shift toward increased net lease exposure and the valuation change. At a high level, when you look out at SVC in five or ten years, do you think we'll continue to see this trend of decreasing hotel exposure and increasing net lease properties to a point where SVC could entirely just be a net lease REIT or do you think you'll always continue to have hotel exposure in some capacity in the future?

Yes, I mean, the plan today is we'll continue to have hotel exposure. That change, that's not a change that we're anticipating. Given the outsized view on where the opportunities reside, specifically on the net lease side, we would expect the gap to widen over time concerning the investments specific to net lease relative to hotel. I don't want to lose sight of the fact that even with the hotels we're retaining, there's going to be continual opportunities to drive EBITDA. From a net-net, we expect to see performance progress on both sides just through more organic growth on the net lease retail and then the EBITDA piece on the hotel side. We're going to often be looking at our portfolios across the board at optimization opportunities and we'll evaluate those and present those as appropriate. Given what we have today, we've got a lot of great things we're working on.

Okay. That's great. I appreciate all the color from everyone today. Thank you very much. That's all for me.

Thank you.

Your next question today will come from Meredith Jensen with HSBC. Please go ahead.

Thanks. A lot of great questions asked. Specifically, the last one was the biggest one for me, and maybe I could just ask another sort of piece to that, although your answer was fairly clear, was what might have caused sort of the pivot to have more enthusiasm to build back up or reevaluate the net lease portfolio as being a greater strength? Is it that the hotel portfolio has been harder to manage on the cost side of it, or is there anything in particular regarding the hotels and the pursuit of a broader hotel portfolio that might have changed?

Look, I mean, I think generally speaking, the hotel business is something that we continue to have conviction in. It is a more capital-intensive type business, but nonetheless, we do see pockets of opportunity for ROI and growth, and we've communicated what that looks like for how we're investing capital. When you think about the net lease side, look, we've got a large portfolio on the net lease side where we haven't been in a position to execute strategies for growth. More specifically, being in a position where we can improve overall fundamentals around the portfolio to drive higher yields, I think our view is it's going to open other doors for the company concerning financing opportunities, valuations, and other relative pieces. Continuing to bolster and strengthen that and take it in strides is, in our view, a great opportunity to round out the portfolio on a go-forward basis.

Thanks. And just how do you view this discussion in terms of the value of your stake in Sonesta and sort of the relationship there?

Yes, the 34%, Meredith, Sonesta's as we're going through transitions with our hotel portfolio. They too are transitioning to more of a franchise platform and have done a lot of initiatives to improve that higher margin business at the operating company. So that's a big part of their growth strategy. We believe that there'll be increasing value as time goes on as they continue to expand the footprint of Sonesta through that franchise platform. Again, it's a very high margin business and it'll flow through to us over time. The equity stake and how we account for it, we do pick up our 34% of their earnings and their EBITDA in our numbers. The balance sheet reflects around $100 million of an investment. We believe over time that will grow.

Okay. That's super helpful. Thank you. And just sort of clarification on two things discussed on the hotels leaving the system, we had sort of thought that it would be a pretty clean cut in the second quarter, June sort of timeframe. How should we model the hotels leaving the system?

I think it's more appropriate to assume that Q2 and Q3 is where we'll start to see the allocation of those leaving the system.

Okay. Thank you.

Go ahead.

Just a follow-up on that. We're modeling it to exit by the end of Q3 is the way we're doing it.

Okay. Thank you. And on you were speaking about international and group and what I heard that $2.5 million. What percentage of nights would group and international and sort of business transient and leisure transient be? And when you speak about groups, what would the average size for group be?

Yes, that's a tough question in general. I think that, I guess more specifically, we look at it from the lens of just the overall kind of net impact to group versus qualifying more specifically on the size of the group. Overall, that's kind of a net positive impact of close to 6.5% or about $9 million. I think that's kind of more of a better proxy. Brian can elaborate a little bit more.

Yes. I mean, most of our hotels, we don't have any large convention-sized hotels for the most part. We get a lot of smaller Smurf type group business, especially on the weekends. Obviously, some of our urban hotels have larger groups, but generally speaking, they're medium to average size group business.

Right. And the percentages of government international kind of the sort of pie.

Yes, let us follow up with you on that. We don't have that in front of us.

Okay, great. Thank you so much.

Your next question today will come from Jack Armstrong with Wells Fargo. Please go ahead.

Hey, good morning. Thanks for taking the question. So I guess just circling back to the hotel dispositions, prior expectations of closing on the majority of the dispositions by the end of Q2 to now kind of somewhere between Q2 and Q3. Can you walk us through specifically what happened there? What drove that shifting, right? Was it buyers taking a little bit more time with due diligence? The general slowdown in transaction markets with all of the uncertainty entered in April? Just some color there on what drove the shift in timing would be helpful.

Yes, I mean, really, it's just a function of the process and diligence when you're dealing with larger portfolios. It's not customary for these things to ebb and flow. I would say it's not specific to the broader market and any concern around risks that may have been introduced since awarding it to these buyers. It's really just a function of going through the process. Again, I think these being taken down in phases just kind of extends that timeline for overall execution and coming out of the system. So again, it's just the size of the portfolio, the depth that goes into a transaction of this size.

Okay, helpful there. Just kind of jumping over to your CapEx program, how de-risked is your CapEx spend for the year? You mentioned particularly programs in Q4, so to the extent that tariffs remain in place and there's some pressure on FF&E and other goods you're getting from China. Is there capacity to pull back on that program or defer it sometime to next year?

Yes, a lot of the stuff we have in motion for the rest of the calendar year, we're for the most part sort of locked in pricing and we're underway with a lot of projects. As we continue to scope out plans to begin projects in 2026, we're going to start talking about that. We're looking at where we source our products from; we're looking for our suppliers to help direct us where things might be not as impactful from a tariff standpoint. We're going to look at our scope, reevaluate the cost and potential impact. There are different things we're going to do and continue to do to mitigate any sort of cost creep. We generally put in some cost contingencies when we're planning our projects. But in general, we're just monitoring the situation with tariffs and specific countries and where goods are coming from, as everybody else is, and we'll react accordingly.

Okay. And on the net lease acquisitions, I guess what's giving you the confidence to go out and be acquisitive in this environment? The capital plan and exiting from the hotels, you kind of expect incremental capital to start to go into paying down debt. So what's giving you the confidence in this environment to go out and get those acquisitions done?

Yes, I mean, there's a handful of things I think kind of as we discussed, I think improving the overall composition of the portfolio is going to open up other opportunities for us kind of medium and long-term concerning portfolio composition and other financing initiatives. We have an ABS instrument in place that benefits from certain KPIs and potential to recast that at more accretive yields. Just broadly speaking, we're seeing an opportunity where we're able to push pricing in certain opportunities with a bid-ask spread of 30 to 50 basis points, which is going to continue to create opportunities for us to buy at what we believe to be attractive pricing. Again, it's just a small piece to a broader strategy concerning exits, capital investment, and other related items, but it is healthy, more specifically, given we have some arbitrage there to enhance the overall portfolio.

Okay. And then in the quarter, you recognized an impairment on 16 hotels. Is it a fair read that of the hotels exiting the portfolio, there are only 16 that have moved to the stage in a disposition process where you're recognizing an impairment, or is that just the only impaired portion of a larger portfolio? And then as we're thinking about modeling on a go-forward basis, is that level of impairment for 16 hotels roughly applicable to the size of the rest of the portfolio?

Short answer on the last part, no. But to the point about which hotels were impaired this quarter, the 114 Sonesta hotels all were evaluated for indicators of impairment under Generally Accepted Accounting Principles. The way it broke down is, as Chris mentioned, there are four buyers of the 114 hotels. Pools of hotels ranged from 15 to 45 hotels. The smallest of the pools of 15, the fair value sales price was below the fair market, which represents the carrying cost. So we did take a charge on those 15. The remaining 99 hotels, the sales price/fair value, all exceeded the book value. In aggregate, we expect to recognize a gain on sale of real estate when the dust settles on these 114.

Okay. And you don't anticipate during the process of due diligence that that impairment could go up?

Again, overall, we've been talking north of $1 billion for the portfolio and the carrying values in the $800-something million range. So we expect a gain on the sale of real estate when we close everything.

Okay, fantastic. Thanks so much for taking the questions.

Your next question today will come from John Massocca with B. Riley. Please go ahead.

Good morning. I'm sorry if I missed this. Just with regards to the net lease acquisitions, just kind of more broadly, you gave a couple metrics around it, but what were the actual properties themselves and what type of property?

The question is about the actual assets we purchased or what types of properties.

No, just the ones you purchased.

Yes. So for the two properties acquired during the quarter, one was a car wash and another was a casual dining concept.

Okay. And was that the entire—the sorry if I misheard it, $33 million, or is that…?

No. That was what was acquired. Then we have the pipeline of what's under LOI and to kind of round out the $33 million number we have some opportunities with the grocer, but the majority of those opportunities are in casual dining and QSR and then one fitness concept we're looking at. That kind of rounds out the types of concepts with the larger component by number of properties being on the QSR and casual dining side.

Okay. And on the debt side, just kind of curious why the variable funding note, is that something that could increase or you could do more of to continue acquiring on the net lease side or just kind of curious there.

Sure. Hey, John. When we did the ABS security financing a couple of years ago, we put that master trust in place. In addition, as we looked at our financing alternatives more recently, we realized the valuations have gone up. So we tapped the equity and we think we did it in a cost-effective way. The sizing for now, I think is short of adding more properties, we don't expect to increase that particular instrument. Could we later, if we add more properties into the security pool? Sure. But we felt good about the pricing on that as part of the broader strategy to tap that net lease portfolio not only for cost of capital for financing but also as part of the strategy Chris outlined on the acquisition front.

Is there room within the existing portfolio to add more assets that would allow you to kind of pull out more equity or is that kind of maxed out in terms of either what you want to put into the master trust today or what you can put into the master trust?

I mean, we can grow the master trust as much as we want. If we do grow it and we put more into it, we could then utilize the additional equity from a financing standpoint. As long as we're keeping the entirety of the portfolio in relation to whatever debt we have within that master trust, sort of at the current levels from a loan to value standpoint and other metrics we try to solve for, we think it's a very efficient way to finance at a lower cost of capital than we could see today doing a bond deal, for example.

And when you say I just kind of think within the existing portfolio, right, I don't know if there's more LTV. You can kind of essentially take out of the net lease versus acquire more things and finance it that way.

Yes. The 315 properties we, that are in the master trust secured by ABS notes. We just took a fresh look and tapped what we believe is the extent of the equity. We're going to look to pull out for now. We have another whole segment of net lease properties that are not financed or not encumbered that we could utilize in the future.

Okay. And then just one quick one on the hotel side, with the—sorry—with the dispositions that are planned, particularly the 114 hotels, is the outlook still that those would continue to have the Sonesta flag on them or is there some wiggle room around that maybe with various tranches or just kind of curious if that's still what the outlook is today?

Yes, that's the plan. The plan is that these will be with Sonesta franchise agreements.

Okay. That's it for me. Thank you very much.

This will conclude our question-and-answer session. I would like to turn the conference back over to Chris Bilotto, President and Chief Executive Officer, for any closing remarks.

Thank you for joining our call today. We look forward to seeing many of you at the upcoming NAREIT Conference in June. Please reach out to our Investor Relations team if you're interested in scheduling a meeting with SVC. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.