SVC 8-K
Service Properties Trust (SVC)
8-K
2025-12-16
For: 2025-12-10
View Original
Added on
April 12, 2026
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): December 10, 2025
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
(Address of Principal Executive Offices) (Zip Code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each Exchange on which Registered | ||||||||||||
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 December 10, 2025 , SVC sold five hotels with a total of 679 keys located in four states for a combined sales price of $47.2 million, excluding closing costs, pursuant to one of the agreements, or the 45 Hotel Sale Portfolio, 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. Since January 1, 2025, SVC has sold 98 of the Sale Hotels with a total of 12,755 keys for a combined sales price of $722.7 million, excluding closing costs, and eight other hotels with a total of 1,006 keys for a combined sales price of $45.6 million, excluding closing costs. SVC has terminated the agreement to sell seven Sale Hotels, which represent $88.2 million, excluding closing costs, of the aggregate sales price of the Sale Hotels, and is evaluating alternative buyers or a potential remarketing of those seven Sale Hotels in early 2026. SVC remains under agreement to sell eight Sale Hotels with a total of 1,158 keys for a combined sales price of $102.4 million, excluding closing costs. These eight Sale Hotels will be sold in phases, with seven hotels expected to be completed by the end of 2025 and one hotel expected to be completed in early 2026. Upon completion of the sale of the remaining eight Sale Hotels, aggregate proceeds from hotel dispositions would total $870.7 million, excluding closing costs. As previously disclosed, SVC expects to use the proceeds from the sales of the Sale Hotels to repay debt.
SVC has sold 38 of the hotels in the 45 Hotel Sale Portfolio, with the pool of properties sold constituting 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, October 1, 2025, October 6, 2025, October 21, 2025, October 28, 2025, November 4, 2025, November 18, 2025, November 24, 2025 and December 9, 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 September 30, 2025 and SVC's unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the nine months ended September 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.
2
These unaudited pro forma condensed consolidated financial statements reflect SVC's financial position as if the sales of 26 hotels in the 45 Hotel Sale Portfolio sold from October 1, 2025 through December 10, 2025 were completed as of September 30, 2025 and SVC's results of operations as if the sales of 38 hotels in the 45 Hotel Sale Portfolio sold from January 1, 2025 through December 10, 2025 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.
104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) | |||||||
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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.
| SERVICE PROPERTIES TRUST | ||||||||||||||
| By: | /s/ Brian E. Donley | |||||||||||||
| Name: | Brian E. Donley | |||||||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||||||
| Dated: | December 16, 2025 | |||||||||||||
4
Exhibit 99.1
SERVICE PROPERTIES TRUST
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements
On December 10, 2025, Service Properties Trust, or SVC, sold five hotels with a total of 679 keys located in four states for a combined sales price of $47.2 million, excluding closing costs, or the Last Closing, pursuant to a previously disclosed agreement that SVC 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. As previously reported on December 9, 2025, SVC sold a combined 33 hotels in the 45 Hotel Sale Portfolio with a total of 4,293 keys for a combined sales price of $289.5 million, excluding closing costs. SVC remains under agreement to sell the remaining seven hotels with a total of 1,025 keys for a combined sales price of $95.3 million, excluding closing costs. The closings of the hotels sold in the 45 Hotel Sale Portfolio as of December 10, 2025, are defined in these pro forma condensed consolidated financial statements as follows:
•Prior Closings:
◦12 hotels sold prior to September 30, 2025 with a total of 1,662 keys sold for a combined sales price of $116.5 million, excluding closing costs (previously reported on October 6, 2025).
•Subsequent Closings:
◦two hotels sold on October 15, 2025 with a total of 235 keys for a combined sales price of $10.0 million, excluding closing costs (previously reported on October 21, 2025).
◦one hotel sold on October 22, 2025 with a total of 152 keys for a sales price of $27.5 million, excluding closing costs (previously reported on October 28, 2025).
◦three hotels sold on October 29, 2025 with a total of 390 keys for a combined sales price of 29.0 million, excluding closing costs (previously reported on November 4, 2025).
◦four hotels sold on November 13, 2025 with a total of 459 keys for a combined sales price of $23.5 million, excluding closing costs (previously reported on November 18, 2025).
◦three hotels sold on November 19, 2025 with a total of 357 keys for a combined sales price of $26.0 million, excluding closing costs (previously reported on November 24, 2025).
◦eight hotels sold on December 4, 2025 with a total of 1,038 keys for a combined sales price of $57.0 million, excluding closing costs (previously reported on December 9, 2025).
•Last Closing:
◦five hotels sold on December 10, 2025 with a total of 679 keys located in four states for a combined sales price of $47.2 million, excluding closing costs.
The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 reflects SVC's financial position as if the sales of 26 hotels in the 45 Hotel Sale Portfolio sold from October 1, 2025 through December 10, 2025 were completed as of September 30, 2025. The following unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the nine months ended September 30, 2025 reflect SVC's results of operations as if the 38 hotels in the 45 Hotel Sale Portfolio sold from January 1, 2025 through December 10, 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 nine months ended September 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 November 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.
F-1
SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2025
(dollars in thousands, except per share data)
| Transaction Accounting Adjustments | ||||||||||||||||||||||||||
| Historical | Subsequent Closings | Last Closing | Pro Forma | |||||||||||||||||||||||
| (A) | (B) | (C) | ||||||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||||
Real estate properties: | ||||||||||||||||||||||||||
Land | $ | 1,740,833 | $ | — | $ | — | $ | 1,740,833 | ||||||||||||||||||
Buildings, improvements and equipment | 6,136,065 | — | — | 6,136,065 | ||||||||||||||||||||||
Total real estate properties, gross | 7,876,898 | — | — | 7,876,898 | ||||||||||||||||||||||
Accumulated depreciation | (2,433,658) | — | — | (2,433,658) | ||||||||||||||||||||||
Total real estate properties, net | 5,443,240 | — | — | 5,443,240 | ||||||||||||||||||||||
Acquired real estate leases and other intangibles, net | 98,688 | — | — | 98,688 | ||||||||||||||||||||||
Assets of properties held for sale | 564,539 | (179,880) | (54,458) | 330,201 | ||||||||||||||||||||||
Cash and cash equivalents | 417,415 | 167,810 | 45,784 | 631,009 | ||||||||||||||||||||||
Restricted cash | 23,817 | — | — | 23,817 | ||||||||||||||||||||||
Equity method investment | 113,134 | — | — | 113,134 | ||||||||||||||||||||||
Due from related persons | 12,680 | 2,631 | 679 | 15,990 | ||||||||||||||||||||||
Other assets, net | 306,811 | — | — | 306,811 | ||||||||||||||||||||||
Total assets | $ | 6,980,324 | $ | (9,439) | $ | (7,995) | $ | 6,962,890 | ||||||||||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||||||||||
Unsecured debt, net | $ | 3,680,358 | $ | — | $ | — | $ | 3,680,358 | ||||||||||||||||||
Secured debt, net | 2,087,710 | — | — | 2,087,710 | ||||||||||||||||||||||
Accounts payable and other liabilities | 537,909 | — | — | 537,909 | ||||||||||||||||||||||
Due to related persons | 20,236 | — | — | 20,236 | ||||||||||||||||||||||
Liabilities of properties held for sale | 6,203 | (111) | — | 6,092 | ||||||||||||||||||||||
Total liabilities | 6,332,416 | (111) | — | 6,332,305 | ||||||||||||||||||||||
Commitments and contingencies | ||||||||||||||||||||||||||
Shareholders’ equity: | ||||||||||||||||||||||||||
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 168,090,224 shares issued and outstanding | 1,681 | — | — | 1,681 | ||||||||||||||||||||||
Additional paid in capital | 4,562,706 | — | — | 4,562,706 | ||||||||||||||||||||||
Cumulative other comprehensive income | 2,054 | — | — | 2,054 | ||||||||||||||||||||||
Cumulative net income | 1,993,435 | (9,328) | (7,995) | 1,976,112 | ||||||||||||||||||||||
Cumulative common distributions | (5,911,968) | — | — | (5,911,968) | ||||||||||||||||||||||
Total shareholders’ equity | 647,908 | (9,328) | (7,995) | 630,585 | ||||||||||||||||||||||
Total liabilities and shareholders’ equity | $ | 6,980,324 | $ | (9,439) | $ | (7,995) | $ | 6,962,890 | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.
F-2
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)
| Transaction Accounting Adjustments | ||||||||||||||||||||||||||||||||
| Historical | Prior Closings | Subsequent Closings | Last Closing | Pro Forma | ||||||||||||||||||||||||||||
| (A) | (B) | (C) | ||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||
| Hotel operating revenues | $ | 1,496,705 | $ | (47,036) | $ | (79,945) | $ | (19,075) | (D) | $ | 1,350,649 | |||||||||||||||||||||
| Rental income | 400,223 | — | — | — | 400,223 | |||||||||||||||||||||||||||
Total revenues | 1,896,928 | (47,036) | (79,945) | (19,075) | 1,750,872 | |||||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||
| Hotel operating expenses | 1,274,153 | (41,071) | (65,824) | (17,445) | (D) | 1,149,813 | ||||||||||||||||||||||||||
| Net lease operating expenses | 19,817 | — | — | — | 19,817 | |||||||||||||||||||||||||||
| Depreciation and amortization | 371,786 | (9,297) | (14,553) | (2,549) | (D) | 345,387 | ||||||||||||||||||||||||||
| General and administrative | 40,239 | — | — | — | 40,239 | |||||||||||||||||||||||||||
| Transaction related costs | 6,894 | — | — | — | 6,894 | |||||||||||||||||||||||||||
| Loss on asset impairment, net | 56,212 | — | — | — | 56,212 | |||||||||||||||||||||||||||
Total expenses | 1,769,101 | (50,368) | (80,377) | (19,994) | 1,618,362 | |||||||||||||||||||||||||||
| Gain (loss) on sale of real estate, net | 6,269 | — | (9,328) | (7,995) | (E) | (11,054) | ||||||||||||||||||||||||||
| Interest income | 4,052 | — | — | — | 4,052 | |||||||||||||||||||||||||||
Interest expense | (383,792) | — | — | — | (383,792) | |||||||||||||||||||||||||||
| Loss on early extinguishment of debt, net | (16,181) | — | — | — | (16,181) | |||||||||||||||||||||||||||
Loss before income tax expense and equity in losses of an investee | (261,825) | 3,332 | (8,896) | (7,076) | (274,465) | |||||||||||||||||||||||||||
| Income tax expense | (1,402) | — | — | — | (1,402) | |||||||||||||||||||||||||||
| Equity in losses of an investee | (12,299) | — | — | — | (12,299) | |||||||||||||||||||||||||||
| Net loss | $ | (275,526) | $ | 3,332 | $ | (8,896) | $ | (7,076) | $ | (288,166) | ||||||||||||||||||||||
Weighted average common shares outstanding (basic and diluted) | 165,338 | 165,338 | ||||||||||||||||||||||||||||||
| Net loss per common share (basic and diluted) | $ | (1.67) | $ | (1.74) | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.
F-3
SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS
For the Nine Months Ended September 30, 2025
(amounts in thousands, except per share data)
| Transaction Accounting Adjustments | ||||||||||||||||||||||||||||||||
| Historical | Prior Closings | Subsequent Closings | Last Closing | Pro Forma | ||||||||||||||||||||||||||||
| (A) | (B) | (C) | (D) | |||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||
| Hotel operating revenues | $ | 1,116,944 | $ | (34,080) | $ | (60,534) | $ | (14,330) | $ | 1,008,000 | ||||||||||||||||||||||
| Rental income | 300,441 | — | — | — | 300,441 | |||||||||||||||||||||||||||
Total revenues | 1,417,385 | (34,080) | (60,534) | (14,330) | 1,308,441 | |||||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||
| Hotel operating expenses | 963,111 | (30,748) | (49,905) | (14,202) | 868,256 | |||||||||||||||||||||||||||
| Net lease operating expenses | 16,303 | — | — | — | 16,303 | |||||||||||||||||||||||||||
| Depreciation and amortization | 238,583 | (2,371) | (3,801) | (1,152) | 231,259 | |||||||||||||||||||||||||||
| General and administrative | 30,831 | — | — | — | 30,831 | |||||||||||||||||||||||||||
| Transaction related costs | 4,139 | — | — | — | 4,139 | |||||||||||||||||||||||||||
| Loss on asset impairment | 81,788 | — | — | — | 81,788 | |||||||||||||||||||||||||||
Total expenses | 1,334,755 | (33,119) | (53,706) | (15,354) | 1,232,576 | |||||||||||||||||||||||||||
| Gain on sale of real estate, net | 25,846 | — | — | — | 25,846 | |||||||||||||||||||||||||||
| Interest income | 6,912 | — | — | — | 6,912 | |||||||||||||||||||||||||||
Interest expense | (311,972) | — | — | — | (311,972) | |||||||||||||||||||||||||||
| Loss on early extinguishment of debt, net | (529) | — | — | — | (529) | |||||||||||||||||||||||||||
Loss before income tax expense and equity in losses of an investee | (197,113) | (961) | (6,828) | 1,024 | (203,878) | |||||||||||||||||||||||||||
| Income tax expense | (1,553) | — | — | — | (1,553) | |||||||||||||||||||||||||||
| Equity in losses of an investee | (2,873) | — | — | — | (2,873) | |||||||||||||||||||||||||||
| Net loss | $ | (201,539) | $ | (961) | $ | (6,828) | $ | 1,024 | $ | (208,304) | ||||||||||||||||||||||
Weighted average common shares outstanding (basic and diluted) | 165,816 | 165,816 | ||||||||||||||||||||||||||||||
| Net loss per common share (basic and diluted) | $ | (1.22) | $ | (1.26) | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.
F-4
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 September 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(B) Represents the removal of the assets and liabilities associated with the sale of 26 hotels in the Subsequent Closings of the 45 Hotel Sale Portfolio, described as follows:
•two hotels with a total of 235 keys for a combined sales price of $10.0 million, excluding closing costs, or the October 15 Closing, as previously reported in SVC’s Current Report on Form 8-K filed on October 21, 2025;
•one hotel with a total of 152 keys for a sales price of $27.5 million, excluding closing costs, or the October 22 Closing, as previously reported in SVC’s Current Report on Form 8-K filed on October 28, 2025;
•three hotels with a total of 390 keys for a combined sales price of $29.0 million, excluding closing costs, or the October 29 Closing, as previously reported in SVC’s Current Report on Form 8-K filed on November 4, 2025;
•four hotels with a total of 459 keys for a combined sales price of $23.5 million, excluding closing costs, or the November 13 Closing, as previously reported in SVC’s Current Report on Form 8-K filed on November 18, 2025;
•three hotels with a total of 357 keys for a combined sales price of $26.0 million, excluding closing costs, or the November 19 Closing, as previously reported in SVC’s Current Report on Form 8-K filed on November 24, 2025; and
•eight hotels with a total of 1,038 keys for a combined sales price of $57.0 million, excluding closing costs, or the December 4 Closing, as previously reported in SVC’s Current Report on Form 8-K filed on December 9, 2025.
The October 15 Closing, October 22 Closing, October 29 Closing, November 13 Closing, November 19 Closing and December 4 Closing are collectively referred to as the Subsequent Closings. As previously reported in its Current Report on Form 8-K filed on October 6, 2025, SVC also sold 12 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, prior to September 30, 2025, or the Prior Closings. The impact of the Prior Closings is reflected in SVC’s historical condensed consolidated balance sheet as of September 30, 2025, and, accordingly, no transaction accounting adjustments are required. The transaction accounting adjustments for the Subsequent Closings are as follows:
| October 15 Closing | October 22 Closing | October 29 Closing | November 13 Closing | November 19 Closing | December 4 Closing | Total for Subsequent Closings | ||||||||||||||||||||
| Assets of properties held for sale | $ | 19,170 | $ | 19,082 | $ | 20,844 | $ | 29,956 | $ | 27,148 | $ | 63,680 | $ | 179,880 | ||||||||||||
Working capital(1) | (235) | (152) | (390) | (459) | (357) | (1,038) | (2,631) | |||||||||||||||||||
| Liabilities of properties held for sale | — | — | — | — | (111) | — | (111) | |||||||||||||||||||
| Net book value | $ | 18,935 | $ | 18,930 | $ | 20,454 | $ | 29,497 | $ | 26,680 | $ | 62,642 | $ | 177,138 | ||||||||||||
| Gross sales price | $ | 10,000 | $ | 27,500 | $ | 29,000 | $ | 23,500 | $ | 26,000 | $ | 57,000 | $ | 173,000 | ||||||||||||
Estimated closing costs(2) | (300) | (825) | (870) | (705) | (780) | (1,710) | (5,190) | |||||||||||||||||||
| Estimated net proceeds | 9,700 | 26,675 | 28,130 | 22,795 | 25,220 | 55,290 | 167,810 | |||||||||||||||||||
| Net book value | (18,935) | (18,930) | (20,454) | (29,497) | (26,680) | (62,642) | (177,138) | |||||||||||||||||||
| Cumulative net income adjustment | $ | (9,235) | $ | 7,745 | $ | 7,676 | $ | (6,702) | $ | (1,460) | $ | (7,352) | $ | (9,328) | ||||||||||||
(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 the hotels.
F-5
(C) Represents the removal of the assets and liabilities associated with five hotels sold in the Last Closing of the 45 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:
| Assets of properties held for sale | $ | 54,458 | ||||||
Working capital(1) | (679) | |||||||
| Net book value | $ | 53,779 | ||||||
| Gross sales price | $ | 47,200 | ||||||
Estimated closing costs(2) | (1,416) | |||||||
| Estimated net proceeds | 45,784 | |||||||
| Net book value | (53,779) | |||||||
| Cumulative net income adjustment | $ | (7,995) | ||||||
(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 the hotels.
Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of 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 hotels sold in the Prior Closings of the 45 Hotel Sale Portfolio.
(C) Represents the removal of the historical revenues and expenses for the year ended December 31, 2024, and the estimated gain or loss on the sales of 21 hotels sold in the Subsequent Closings of the 45 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:
| October 15 Closing | October 22 Closing | October 29 Closing | November 13 Closing | November 19 Closing | December 4 Closing | Total for Subsequent Closings | ||||||||||||||||||||
| Hotel operating revenues | $ | (5,964) | $ | (5,816) | $ | (12,115) | $ | (13,152) | $ | (9,294) | $ | (33,604) | $ | (79,945) | ||||||||||||
Hotel operating expenses | (5,534) | (4,848) | (9,742) | (10,955) | (8,060) | (26,685) | (65,824) | |||||||||||||||||||
Depreciation and amortization | (2,055) | (1,240) | (1,532) | (2,904) | (2,148) | (4,674) | (14,553) | |||||||||||||||||||
(Loss) gain on sale of real estate, net | (9,235) | 7,745 | 7,676 | (6,702) | (1,460) | (7,352) | (9,328) | |||||||||||||||||||
| Net (loss) income | $ | (7,610) | $ | 8,017 | $ | 6,835 | $ | (5,995) | $ | (546) | $ | (9,597) | $ | (8,896) | ||||||||||||
(D) Represents the removal of the historical revenues and expenses for the year ended December 31, 2024, of five hotels sold in the Last Closing of the 45 Hotel Sale Portfolio.
(E) Represents the estimated loss on sale of five hotels sold in the Last Closing of the 45 Hotel Sale Portfolio, calculated as the estimated net proceeds of $45,784 less the net book value of the assets of $53,779 both as described in Note C of the adjustments to the unaudited pro forma condensed consolidated balance sheet.
Nine Months Ended September 30, 2025
(A) Represents SVC’s historical condensed consolidated statement of loss for the nine months ended September 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(B) Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of 12 hotels sold in the Prior Closings of the 45 Hotel Sale Portfolio.
(C) Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of 21 hotels sold in the Subsequent Closings of the 45 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:
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| October 15 Closing | October 22 Closing | October 29 Closing | November 13 Closing | November 19 Closing | December 4 Closing | Total for Subsequent Closings | ||||||||||||||||||||
| Hotel operating revenues | $ | (4,236) | $ | (5,061) | $ | (9,770) | $ | (10,109) | $ | (7,042) | $ | (24,316) | $ | (60,534) | ||||||||||||
Hotel operating expenses | (3,851) | (3,769) | (7,702) | (8,417) | (6,507) | (19,659) | (49,905) | |||||||||||||||||||
Depreciation and amortization | (545) | (374) | (369) | (729) | (546) | (1,238) | (3,801) | |||||||||||||||||||
| Net income (loss) | $ | 160 | $ | (918) | $ | (1,699) | $ | (963) | $ | 11 | $ | (3,419) | $ | (6,828) | ||||||||||||
(D) Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of five hotels sold in the Last Closing of the 45 Hotel Sale Portfolio.
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