SVC 10-Q

Service Properties Trust (SVC)

10-Q 2023-08-07 For: 2023-06-30

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Added on April 12, 2026

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Maryland						04-3262075
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)


		Page
PART I	Financial Information (unaudited)

	Item 1. Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets — June 30 , 2023 and December 31, 2022	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) — Three and Six Months Ended June 30 , 2023 and 2022	4

	Condensed Consolidated Statements of Shareholders’ Equity — Three and Six Months Ended March 31, 2023 and 2022	5

	Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30 , 2023 and 2022	6

	Notes to Condensed Consolidated Financial Statements	7

	Item 2.
	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

	Item 3.
	Quantitative and Qualitative Disclosures About Market Risk	40

	Item 4.
	Controls and Procedures	42

	Warning Concerning Forward-Looking Statements	42

	Statement Concerning Limited Liability	43

PART II	Other Information

	Item 1A.
	Risk Factors	44

	Item 2.
	Unregistered Sales of Equity Securities and Use of Proceeds	44



	Item 6.
	Exhibits	45

	Signatures	49


	June 30, 2023		December 31, 2022
ASSETS
Real estate properties:
Land	$	1,975,339	$	1,902,587
Buildings, improvements and equipment	7,705,657		7,658,282
Total real estate properties, gross	9,680,996		9,560,869
Accumulated depreciation	(3,066,018)		(2,970,133)
Total real estate properties, net	6,614,978		6,590,736
Acquired real estate leases and other intangibles, net	145,597		252,357
Assets held for sale	14,080		121,905
Cash and cash equivalents	434,867		38,369
Restricted cash	15,758		7,051
Equity method investments	108,913		112,617
Investment in equity securities	—		53,055
Due from related persons	30,017		35,033
Other assets, net	285,441		277,068
Total assets	$	7,649,651	$	7,488,191

LIABILITIES AND SHAREHOLDERS’ EQUITY


Senior unsecured notes, net	$	5,161,403	$	5,655,530
Mortgage notes payable, net	554,058		—
Accounts payable and other liabilities	584,522		425,960
Due to related persons	10,593		17,909

Total liabilities	6,310,576		6,099,399

Commitments and contingencies

Shareholders’ equity:
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 165,483,834 and 165,452,566, shares issued and outstanding, respectively	1,655		1,655
Additional paid in capital	4,556,650		4,554,861
Cumulative other comprehensive income	2,384		2,383
Cumulative net income available for common shareholders	2,517,951		2,503,279
Cumulative common distributions	(5,739,565)		(5,673,386)
Total shareholders’ equity	1,339,075		1,388,792
Total liabilities and shareholders’ equity	$	7,649,651	$	7,488,191


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Hotel operating revenues	$	404,327	$	418,984	$	739,123	$	716,390
Rental income	99,452		96,793		193,865		193,151


Total revenues	503,779		515,777		932,988		909,541

Expenses:
Hotel operating expenses	309,100		325,194		608,666		615,537
Other operating expenses	4,372		3,179		8,277		5,650
Depreciation and amortization	94,571		100,520		194,610		204,633
General and administrative	12,420		12,665		23,331		24,452

Transaction related costs	931		743		1,818		1,920
Loss on asset impairment, net	9,005		3,048		9,005		8,548
Total expenses	430,399		445,349		845,707		860,740

Other operating income:
(Loss) gain on sale of real estate, net	(62)		38,851		41,836		44,399
(Loss) gain on equity securities, net	(593)		(10,059)		48,837		(20,319)


Interest income	3,468		1,021		6,254		1,294
Interest expense (including amortization of debt issuance costs and debt discounts and premiums of $6,804, $5,021, $12,036 and $10,934, respectively)	(82,503)		(89,820)		(164,083)		(182,164)
Loss on early extinguishment of debt	(238)		(791)		(282)		(791)
(Loss) income before income taxes and equity in earnings of an investee	(6,548)		9,630		19,843		(108,780)
Income tax expense	(5,247)		(473)		(1,467)		(1,168)
Equity in earnings (losses) of an investee	517		2,193		(3,704)		1,476
Net (loss) income	(11,278)		11,350		14,672		(108,472)
Other comprehensive income:
Equity interest in investee’s unrealized gains	215		46		1		50
Other comprehensive income	215		46		1		50
Comprehensive (loss) income	$	(11,063)	$	11,396	$	14,673	$	(108,422)


Weighted average common shares outstanding (basic and diluted)	164,902		164,677		164,884		164,672


Net (loss) income per common share (basic and diluted)	$	(0.07)	$	0.07	$	0.09	$	(0.66)


	Common Shares					Additional Paid in Capital		Cumulative Net Income Available for Common Shareholders		Cumulative Other Comprehensive Income (Loss)
	Number of Shares	Common Shares		Cumulative Common Distributions
												Total

Balance at December 31, 2022	165,452,566	$	1,655	$	(5,673,386)	$	4,554,861	$	2,503,279	$	2,383	$	1,388,792
Net income	—	—		—		—		25,950		—		25,950
Equity in unrealized losses of investees	—	—		—		—		—		(214)		(214)
Common share grants	—	—		—		514		—		—		514
Common share repurchases	(4,971)	—		—		(46)		—		—		(46)
Common share forfeitures	(1,600)	—		—		(1)						(1)
Distributions	—	—		(33,090)		—		—		—		(33,090)
Balance at March 31, 2023	165,445,995	1,655		(5,706,476)		4,555,328		2,529,229		2,169		1,381,905
Net loss	—	—		—		—		(11,278)		—		(11,278)
Equity in unrealized gains of investees	—	—		—		—		—		215		215
Common share grants	56,000	—		—		1,474		—		—		1,474
Common share repurchases	(16,761)	—		—		(150)		—		—		(150)
Common share forfeitures	(1,400)	—		—		(2)		—		—		(2)
Distributions	—	—		(33,089)		—		—		—		(33,089)
Balance at June 30, 2023	165,483,834	$	1,655	$	(5,739,565)	$	4,556,650	$	2,517,951	$	2,384	$	1,339,075

Balance at December 31, 2021	165,092,333	$	1,651	$	(5,635,342)	$	4,552,558	$	2,635,660	$	779	$	1,555,306
Net loss	—	—		—		—		(119,822)		—		(119,822)
Equity in unrealized gains of investees	—	—		—		—		—		4		4
Common share grants	—	—		—		462		—		—		462
Common share forfeitures	(800)	—		—		—		—		—		—
Distributions	—	—		(1,651)		—		—		—		(1,651)
Balance at March 31, 2022	165,091,533	1,651		(5,636,993)		4,553,020		2,515,838		783		1,434,299
Net income	—	—		—		—		11,350		—		11,350
Equity in unrealized gains of investees	—	—		—		—		—		46		46
Common share grants	49,000	—		—		836		—		—		836
Common share repurchases	(478)
Common share forfeitures	(1,600)	—		—		(8)		—		—		(8)
Distributions	—	—		(1,651)		—		—		—		(1,651)
Balance at June 30, 2022	165,138,455	$	1,651	$	(5,638,644)	$	4,553,848	$	2,527,188	$	829	$	1,444,872


	For the Six Months Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	14,672	$	(108,472)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization	194,610		204,633
Net amortization of debt issuance costs, discounts and premiums as interest	12,036		10,934
Straight line rental income	(319)		3,685

Loss on early extinguishment of debt	282		791
Loss on asset impairment, net	9,005		8,548
(Gain) loss on equity securities, net	(48,837)		20,319
Equity in losses (earnings) of an investee	3,704		(1,476)
Gain on sale of real estate	(41,836)		(44,399)


Other non-cash income, net	(546)		(1,305)
Changes in assets and liabilities:
Due from related persons	(3,667)		(17,621)
Other assets	10,006		3,148
Accounts payable and other liabilities	182,792		(4,530)
Due to related persons	(3,399)		(14,958)

Net cash provided by operating activities	328,503		59,297

Cash flows from investing activities:
Acquisition of real estate properties	(165,688)		—
Proceeds from sale of TA common shares	101,892		—
Proceeds from sale of tradenames and trademarks	89,400		—
Real estate improvements	(63,562)		(41,098)
Hotel managers’ purchases with restricted cash	(3,041)		(2,459)

Net proceeds from sale of real estate	144,959		488,365
Investment in Sonesta	—		(45,470)



Net cash provided by investing activities	103,960		399,338

Cash flows from financing activities:

Proceeds from mortgage notes payable, net of discounts	576,946		—
Repayment of mortgage notes payable	(653)		—
Repayment of senior unsecured notes	(500,000)		(500,000)


Repayments of revolving credit facility	—		(200,000)
Deferred financing costs	(37,176)		(2,642)
Repurchase of common shares	(196)		(4)

Distributions to common shareholders	(66,179)		(3,302)
Net cash used in financing activities	(27,258)		(705,948)
Increase (decrease) in cash and cash equivalents and restricted cash	405,205		(247,313)
Cash and cash equivalents and restricted cash at beginning of period	45,420		947,418
Cash and cash equivalents and restricted cash at end of period	$	450,625	$	700,105

Supplemental disclosure of cash and cash equivalents and restricted cash:
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amount shown in the condensed consolidated statements of cash flows:
Cash and cash equivalents	$	434,867	$	635,204
Restricted cash	15,758		64,901
Total cash and cash equivalents and restricted cash	$	450,625	$	700,105

Supplemental cash flow information:
Cash paid for interest	$	152,294	$	180,893
Cash paid for income taxes	$	1,398	$	1,515
Non-cash investing activities:
Real estate improvements accrued, not paid	$	17,081	$	6,189


Acquisition Date	Location	Property Type	Purchase Price		Land		Building and Improvements		Furniture, Fixtures and Equipment
June 1, 2023	Miami Beach, FL	Hotel	$	165,866	$	83,200	$	77,987	$	4,679


Quarter Sold	Property Type	Number of Properties	Rooms or Suites / Square Footage	Gross Sales Price		Gain / (Loss) on Sale
Properties sold during the six months ended June 30, 2023
Q1 2023	Hotels	18	2,526	$	157,230	$	41,898
Q2 2023	Net Lease	2	2,384	620		(62)
		20	2,526 / 2,384	$	157,850	$	41,836


Note Class	Principal Outstanding as of June 30, 2023		Coupon Rate	Term (in years)	Maturity
Class A	$	304,492	5.15%	5	February 2028
Class B	172,856		5.55%	5	February 2028
Class C	132,200		6.70%	5	February 2028
Total / weighted average	$	609,548	5.60%


Declaration Date	Record Date	Paid Date	Dividend Per Common Share		Total Distributions
January 12, 2023	January 23, 2023	February 16, 2023	$	0.20	$	33,090
April 13, 2023	April 24, 2023	May 18, 2023	0.20		33,089
			$	0.40	$	66,179


	For the Three Months Ended June 30, 2023
	Hotels		Net Lease		Corporate		Consolidated
Revenues:
Hotel operating revenues	$	404,327	$	—	$	—	$	404,327
Rental income	—		99,452		—		99,452

Total revenues	404,327		99,452		—		503,779

Expenses:
Hotel operating expenses	309,100		—		—		309,100
Other operating expenses	—		5,202		(830)		4,372
Depreciation and amortization	53,449		41,122		—		94,571
General and administrative	—		—		12,420		12,420

Transaction related costs	473		415		43		931
Loss on asset impairment, net	—		9,005		—		9,005
Total expenses	363,022		55,744		11,633		430,399

Gain (loss) on sale of real estate, net	20		(82)		—		(62)

Loss on equity securities, net	—		—		(593)		(593)

Interest income	21		23		3,424		3,468
Interest expense	—		(11,435)		(71,068)		(82,503)
Loss on early extinguishment of debt	—		—		(238)		(238)
Income (loss) before income taxes and equity in earnings of an investee	41,346		32,214		(80,108)		(6,548)
Income tax expense	—		—		(5,247)		(5,247)
Equity in earnings of an investee	—		—		517		517
Net income (loss)	$	41,346	$	32,214	$	(84,838)	$	(11,278)

	For the Six Months Ended June 30, 2023
	Hotels		Net Lease		Corporate		Consolidated
Revenues:
Hotel operating revenues	$	739,123	$	—	$	—	$	739,123
Rental income	—		193,865		—		193,865

Total revenues	739,123		193,865		—		932,988

Expenses:
Hotel operating expenses	608,666		—		—		608,666
Other operating expenses	—		8,277		—		8,277
Depreciation and amortization	106,834		87,776		—		194,610
General and administrative	—		—		23,331		23,331

Transaction related costs	473		415		930		1,818
Loss on asset impairment, net	—		9,005		—		9,005
Total expenses	715,973		105,473		24,261		845,707

Gain (loss) on sale of real estate, net	41,918		(82)		—		41,836


Gain on equity securities, net	—		—		48,837		48,837

Interest income	51		25		6,178		6,254
Interest expense	—		(17,757)		(146,326)		(164,083)
Loss on early extinguishment of debt	—		—		(282)		(282)
Income (loss) before income taxes and equity in earnings of an investee	65,119		70,578		(115,854)		19,843
Income tax expense	—		—		(1,467)		(1,467)
Equity in losses of an investee	—		—		(3,704)		(3,704)
Net income (loss)	$	65,119	$	70,578	$	(121,025)	$	14,672

	As of June 30, 2023
	Hotels		Net Lease		Corporate		Consolidated
Total assets	$	3,908,462	$	3,159,276	$	581,913	$	7,649,651


	For the Three Months Ended June 30, 2022
	Hotels		Net Lease		Corporate		Consolidated
Revenues:
Hotel operating revenues	$	418,984	$	—	$	—	$	418,984
Rental income	—		96,793		—		96,793

Total revenues	418,984		96,793		—		515,777

Expenses:
Hotel operating expenses	325,194		—		—		325,194
Other operating expenses	—		3,179		—		3,179
Depreciation and amortization	55,878		44,642		—		100,520
General and administrative	—		—		12,665		12,665
Transaction related costs	—		—		743		743
Loss on asset impairment, net	3,047		1		—		3,048
Total expenses	384,119		47,822		13,408		445,349

Gain (loss) on sale of real estate, net	39,878		(1,027)		—		38,851

Loss on equity securities, net	—		—		(10,059)		(10,059)
Interest income	—		—		1,021		1,021
Interest expense	—		—		(89,820)		(89,820)
Loss on early extinguishment of debt	—		—		(791)		(791)
Income (loss) before income taxes and equity in earnings of an investee	74,743		47,944		(113,057)		9,630
Income tax expense	—		—		(473)		(473)
Equity in earnings of an investee	—		—		2,193		2,193
Net income (loss)	$	74,743	$	47,944	$	(111,337)	$	11,350

	For the Six Months Ended June 30, 2022
	Hotels		Net Lease		Corporate		Consolidated
Revenues:
Hotel operating revenues	$	716,390	$	—	$	—	$	716,390
Rental income	—		193,151		—		193,151

Total revenues	716,390		193,151		—		909,541

Expenses:
Hotel operating expenses	615,537		—		—		615,537
Other operating expenses	—		5,650		—		5,650
Depreciation and amortization	112,040		92,593		—		204,633
General and administrative	—		—		24,452		24,452
Transaction related costs	—		—		1,920		1,920

Loss (gain) on asset impairment, net	8,615		(67)		—		8,548
Total expenses	736,192		98,176		26,372		860,740

Gain (loss) on sale of real estate, net	44,868		(469)		—		44,399


Loss on equity securities, net	—		—		(20,319)		(20,319)
Interest income	—		—		1,294		1,294
Interest expense	—		—		(182,164)		(182,164)
Loss on early extinguishment of debt	—		—		(791)		(791)
Income (loss) before income taxes and equity in earnings of an investee	25,066		94,506		(228,352)		(108,780)
Income tax expense	—		—		(1,168)		(1,168)
Equity in earnings of an investee	—		—		1,476		1,476
Net income (loss)	$	25,066	$	94,506	$	(228,044)	$	(108,472)

	As of December 31, 2022
	Hotels		Net Lease		Corporate		Consolidated
Total assets	$	3,882,701	$	3,376,295	$	229,195	$	7,488,191


			Fair Value at Reporting Date Using
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Non-recurring Fair Value Measurement Assets:
Assets of properties held for sale (1)	$	13,741	$	—	$	—	$	13,741


	June 30, 2023				December 31, 2022
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value

Senior Unsecured Notes, due 2023 at 4.50%	$	—	$	—	$	499,925	$	491,345
Senior Unsecured Notes, due 2024 at 4.65%	349,713		344,208		349,510		334,292
Senior Unsecured Notes, due 2024 at 4.35%	823,223		792,990		822,487		749,983
Senior Unsecured Notes, due 2025 at 4.50%	348,837		330,624		348,493		301,893
Senior Unsecured Notes, due 2025 at 7.50%	794,840		785,328		793,673		762,344
Senior Unsecured Notes, due 2026 at 5.25%	347,036		317,450		346,472		292,282
Senior Unsecured Notes, due 2026 at 4.75%	448,042		390,636		447,736		354,128
Senior Unsecured Notes, due 2027 at 4.95%	397,295		342,040		396,916		315,040
Senior Unsecured Notes, due 2027 at 5.50%	445,067		395,645		444,505		387,522
Net Lease Mortgage Notes, due 2028 at 5.60%	554,058		574,769		—		—
Senior Unsecured Notes, due 2028 at 3.95%	394,781		313,204		394,206		283,996
Senior Unsecured Notes, due 2029 at 4.95%	420,080		329,609		419,684		293,718
Senior Unsecured Notes, due 2030 at 4.375%	392,489		299,148		391,923		264,280
Total financial liabilities	$	5,715,461	$	5,215,651	$	5,655,530	$	4,830,823


	For the Three Months Ended June 30,
					Increase		% Increase
	2023		2022		(Decrease)		(Decrease)
Revenues:
Hotel operating revenues	$	404,327	$	418,984	$	(14,657)	(3.5)	%

Rental income	99,452		96,793		2,659		2.7	%
Total revenues	503,779		515,777		(11,998)		(2.3)	%


Expenses:
Hotel operating expenses	309,100		325,194		(16,094)		(4.9)	%
Other operating expenses	4,372		3,179		1,193		37.5	%
Depreciation and amortization - hotels	53,449		55,878		(2,429)		(4.3)	%
Depreciation and amortization - net lease properties	41,122		44,642		(3,520)		(7.9)	%
Total depreciation and amortization	94,571		100,520		(5,949)		(5.9)	%
General and administrative	12,420		12,665		(245)		(1.9)	%
Transaction related costs	931		743		188		25.3	%
Loss on asset impairment, net	9,005		3,048		5,957		195.4	%
Total expenses	430,399		445,349		(14,950)		(3.4)	%

Other operating income:
(Loss) gain on sale of real estate, net	(62)		38,851		(38,913)		n/m



Loss on equity securities, net	(593)		(10,059)		(9,466)		(94.1)	%
Interest income	3,468		1,021		2,447		n/m
Interest expense	(82,503)		(89,820)		(7,317)		(8.1)	%
Loss on early extinguishment of debt	(238)		(791)		553		69.9	%
(Loss) income before income taxes and equity in losses of an investee	(6,548)		9,630		(16,178)		168.0	%
Income tax expense	(5,247)		(473)		(4,774)		n/m
Equity in earnings of an investee	517		2,193		(1,676)		(76.4)	%



Net (loss) income	$	(11,278)	$	11,350	$	(22,628)	n/m

Weighted average shares outstanding (basic and diluted)	164,902		164,677		225		0.1	%


Net (loss) income per common share (basic and diluted)	$	(0.07)	$	0.07	$	(0.14)	n/m


	Three Months Ended June 30,								Six Months Ended June 30,
	2023			2022			Change		2023			2022			Change
All Hotels
No. of hotels	221			247			(26)		221			247			(26)
No. of rooms or suites	37,777			41,166			(3,389)		37,777			41,166			(3,389)
Occupancy	67.6		%	66.6		%	1.0	pts	62.7		%	60.6		%	2.1	pts
ADR	$	144.32		$	138.43		4.3	%	$	142.74		$	134.11		6.4	%
RevPAR	$	97.56		$	92.19		5.8	%	$	89.50		$	81.27		10.1	%


	Three Months Ended June 30,								Six Months Ended June 30,
	2023			2022			Change		2023			2022			Change
Comparable Hotels
No. of hotels	219			219			—		219			219			—
No. of rooms or suites	37,429			37,429			—		37,429			37,429			—
Occupancy	67.7		%	67.4		%	0.3	pts	62.7		%	60.7		%	2.0	pts
ADR	$	143.38		$	140.06		2.4	%	$	141.25		$	132.01		7.0	%
RevPAR	$	97.07		$	94.40		2.8	%	$	88.56		$	80.13		10.5	%


Comparable Hotels*			No. of Rooms or Suites	Occupancy					ADR						RevPAR
	Service Level	No. of Hotels		Three Months Ended June 30,					Three Months Ended June 30,						Three Months Ended June 30,
Brand				2023		2022		Change	2023		2022		Change		2023		2022		Change
Sonesta Hotels & Resorts	Full Service	22	7,149	68.3	%	67.7	%	0.6 Pts	$	156.21	$	157.45	(0.8)	%	$	106.69	$	106.59	0.1	%
Royal Sonesta	Full Service	17	5,663	63.5	%	59.6	%	3.9 Pts	246.41		245.75		0.3	%	156.47		146.47		6.8	%
Radisson Hotel	Full Service	5	1,149	64.9	%	70.0	%	(5.1)Pts	145.01		137.48		5.5	%	94.11		96.24		(2.2)	%
Crowne Plaza	Full Service	1	495	69.3	%	61.2	%	8.1 Pts	140.51		132.72		5.9	%	97.37		81.22		19.9	%
Country Inn and Suites	Full Service	3	430	74.4	%	69.8	%	4.6 Pts	135.91		138.36		(1.8)	%	101.12		96.58		4.7	%
Full Service Total/Average		48	14,886	66.4	%	64.6	%	1.8 Pts	187.31		185.80		0.8	%	124.37		120.03		3.6	%
Sonesta Select	Select Service	44	6,427	58.2	%	55.0	%	3.2 Pts	118.30		120.46		(1.8)	%	68.85		66.25		3.9	%
Hyatt Place	Select Service	17	2,107	74.2	%	74.6	%	(0.4)Pts	126.38		121.34		4.2	%	93.77		90.52		3.6	%
Select Service Total/Average		61	8,534	62.1	%	59.8	%	2.3 Pts	120.68		120.73		—	%	74.94		72.20		3.8	%
Sonesta ES Suites	Extended Stay	60	7,643	71.5	%	73.9	%	(2.4)Pts	131.59		127.09		3.5	%	94.09		93.92		0.2	%
Sonesta Simply Suites	Extended Stay	50	6,366	73.8	%	76.5	%	(2.7)Pts	90.55		85.83		5.5	%	66.83		65.66		1.8	%
Extended Stay Total/Average		110	14,009	72.5	%	75.1	%	(2.6)Pts	112.75		108.15		4.3	%	81.74		81.22		0.6	%
Comparable Hotels Total/Average		219	37,429	67.7	%	67.4	%	0.3 Pts	$	143.38	$	140.06	2.4	%	$	97.07	$	94.40	2.8	%

Comparable Hotels*			No. of Rooms or Suites	Occupancy					ADR						RevPAR
	Service Level	No. of Hotels		Six Months Ended June 30,					Six Months Ended June 30,						Six Months Ended June 30,
Brand				2023		2022		Change	2023		2022		Change		2023		2022		Change
Sonesta Hotels & Resorts	Full Service	22	7,149	62.6	%	59.9	%	2.7 Pts	$	154.48	$	151.74	1.8	%	$	96.70	$	90.89	6.4	%
Royal Sonesta	Full Service	17	5,663	55.5	%	48.4	%	7.1 Pts	243.26		232.60		4.6	%	135.01		112.58		19.9	%
Radisson Hotel	Full Service	5	1,149	65.1	%	63.8	%	1.3 Pts	148.94		132.73		12.2	%	96.96		84.68		14.5	%
Crowne Plaza	Full Service	1	495	63.9	%	52.4	%	11.5 Pts	140.18		128.02		9.5	%	89.58		67.08		33.5	%
Country Inn and Suites	Full Service	3	430	65.3	%	61.1	%	4.2 Pts	130.47		125.08		4.3	%	85.20		76.42		11.5	%
Full Service Total/Average		48	14,886	60.2	%	55.5	%	4.7 Pts	184.17		175.48		5.0	%	110.87		97.39		13.8	%
Sonesta Select	Select Service	44	6,427	54.7	%	49.0	%	5.7 Pts	118.57		115.08		3.0	%	64.86		56.39		15.0	%
Hyatt Place	Select Service	17	2,107	69.1	%	66.7	%	2.4 Pts	125.49		117.73		6.6	%	86.71		78.53		10.4	%
Select Service Total/Average		61	8,534	58.2	%	53.4	%	4.8 Pts	120.60		115.90		4.1	%	70.19		61.89		13.4	%
Sonesta ES Suites	Extended Stay	60	7,643	67.5	%	69.9	%	(2.4)Pts	129.96		121.21		7.2	%	87.72		84.73		3.5	%
Sonesta Simply Suites	Extended Stay	50	6,366	69.1	%	71.3	%	(2.2)Pts	90.69		82.94		9.3	%	62.67		59.14		6.0	%
Extended Stay Total/Average		110	14,009	68.2	%	70.6	%	(2.4)Pts	112.01		103.79		7.9	%	76.39		73.28		4.2	%
Comparable Hotels Total/Average		219	37,429	62.7	%	60.7	%	2.0 Pts	$	141.25	$	132.01	7.0	%	$	88.56	$	80.13	10.5	%


All Hotels*			No. of Rooms or Suites	Occupancy					ADR				RevPAR
	Service Level	No. of Hotels		Three Months Ended June 30,					Three Months Ended June 30,				Three Months Ended June 30,
Brand				2023		2022		Change	2023	2022	Change		2023		2022		Change
Sonesta Hotels & Resorts	Full Service	23	7,399	68.1	%	67.1	%	1.0 Pts	$160.61	$165.90	(3.2)	%	$	109.38	$	111.32	(1.7)	%
Royal Sonesta	Full Service	17	5,663	63.5	%	59.6	%	3.9 Pts	246.41	245.75	0.3	%	156.47		146.47		6.8	%
Radisson Hotel	Full Service	5	1,149	64.9	%	70.0	%	(5.1)Pts	145.01	137.48	5.5	%	94.11		96.24		(2.2)	%
Crowne Plaza	Full Service	1	495	69.3	%	61.2	%	8.1 Pts	140.51	132.72	5.9	%	97.37		81.22		19.9	%
Country Inn and Suites	Full Service	3	430	74.4	%	69.8	%	4.6 Pts	135.91	138.36	(1.8)	%	101.12		96.58		4.7	%
Full Service Total/Average		49	15,136	66.3	%	64.4	%	1.9 Pts	189.01	189.65	(0.3)	%	125.31		122.13		2.6	%
Sonesta Select	Select Service	44	6,427	58.2	%	55.0	%	3.2 Pts	118.30	120.46	(1.8)	%	68.85		66.25		3.9	%
Hyatt Place	Select Service	17	2,107	74.2	%	74.6	%	(0.4)Pts	126.38	121.34	4.2	%	93.77		90.52		3.6	%
Select Service Total/Average		61	8,534	62.1	%	59.8	%	2.3 Pts	120.68	120.73	—	%	74.94		72.20		3.8	%
Simply ES Suites	Extended Stay	60	7,643	71.5	%	73.9	%	(2.4)Pts	131.59	127.09	3.5	%	94.09		93.92		0.2	%
Sonesta Simply Suites	Extended Stay	51	6,464	73.0	%	75.8	%	(2.8)Pts	90.55	85.83	5.5	%	66.10		65.06		1.6	%
Extended Stay Total/Average		111	14,107	72.2	%	74.7	%	(2.5)Pts	112.75	108.15	4.3	%	81.41		80.79		0.8	%
All Hotels Total/Average		221	37,777	67.6	%	67.2	%	0.4 Pts	$144.32	$141.77	1.8	%	$	97.56	$	95.27	2.4	%

All Hotels*			No. of Rooms or Suites	Occupancy					ADR				RevPAR
	Service Level	No. of Hotels		Six Months Ended June 30,					Six Months Ended June 30,				Six Months Ended June 30,
Brand				2023		2022		Change	2023	2022	Change		2023		2022		Change
Sonesta Hotels & Resorts	Full Service	23	7,399	62.7	%	59.8	%	2.9 Pts	$161.73	$162.18	(0.3)	%	$	101.40	$	96.98	4.6	%
Royal Sonesta	Full Service	17	5,663	55.5	%	48.4	%	7.1 Pts	243.26	232.60	4.6	%	135.01		112.58		19.9	%
Radisson Hotel	Full Service	5	1,149	65.1	%	63.8	%	1.3 Pts	148.94	132.73	12.2	%	96.96		84.68		14.5	%
Crowne Plaza	Full Service	1	495	63.9	%	52.4	%	11.5 Pts	140.18	128.02	9.5	%	89.58		67.08		33.5	%
Country Inn and Suites	Full Service	3	430	65.3	%	61.1	%	4.2 Pts	130.47	125.08	4.3	%	85.20		76.42		11.5	%
Full Service Total/Average		49	15,136	60.3	%	55.6	%	4.7 Pts	187.29	180.46	3.8	%	112.94		100.34		12.6	%
Sonesta Select	Select Service	44	6,427	54.7	%	49.0	%	5.7 Pts	118.57	115.08	3.0	%	64.86		56.39		15.0	%
Hyatt Place	Select Service	17	2,107	69.1	%	66.7	%	2.4 Pts	125.49	117.73	6.6	%	86.71		78.53		10.4	%
Select Service Total/Average		61	8,534	58.2	%	53.4	%	4.8 Pts	120.60	115.90	4.1	%	70.19		61.89		13.4	%
Simply ES Suites	Extended Stay	60	7,643	67.5	%	69.9	%	(2.4)Pts	129.96	121.21	7.2	%	87.72		84.73		3.5	%
Sonesta Simply Suites	Extended Stay	51	6,464	68.4	%	70.5	%	(2.1)Pts	90.69	82.94	9.3	%	62.03		58.47		6.1	%
Extended Stay Total/Average		111	14,107	67.9	%	70.2	%	(2.3)Pts	112.01	103.79	7.9	%	76.05		72.86		4.4	%
All Hotels Total/Average		221	37,777	62.7	%	60.6	%	2.1 Pts	$142.74	$134.11	6.4	%	$	89.50	$	81.27	10.1	%


Type	Year	Maturity
Senior unsecured notes	2024	$	1,175,000
Senior unsecured notes	2025	1,150,000
Senior unsecured notes	2026	800,000
Senior unsecured notes	2027	850,000
Senior unsecured notes	2028	400,000
Net lease mortgage notes	2028	609,548
Senior unsecured notes	2029	425,000
Senior unsecured notes	2030	400,000
		$	5,809,548


	As of June 30, 2023		As of December 31, 2022
Real estate properties, net (1)	$	4,921,975	$	5,316,318
Intercompany balances (2)	406,041		580,684
Other assets, net	789,989		723,092

Indebtedness, net	$	5,161,403	$	5,655,530
Other liabilities	563,592		366,936


	Six Months Ended June 30, 2023
Revenues	$	646,757
Expenses	782,116
Net loss	(135,359)




	Brand	No. of Properties	Investment (1)		Percent of Total Investment		Annualized Minimum Rent (2)		Percent of Total Annualized Minimum Rent		Coverage (3)

1.	TravelCenters of America Inc.	132	$	2,258,977	44.5	%	$	173,403	46.1	%	2.77	x
2.	Petro Stopping Centers	44	1,015,156		20.0	%	80,597		21.4	%	2.35	x
3.	The Great Escape	14	98,242		1.9	%	7,711		2.1	%	6.20	x
4.	Life Time Fitness	3	92,617		1.8	%	5,770		1.5	%	2.35	x
5.	AMC Theatres	8	77,733		1.5	%	5,254		1.4	%	1.43	x
6.	Buehler's Fresh Foods	5	76,469		1.5	%	5,657		1.5	%	3.24	x
7.	Heartland Dental	59	61,120		1.2	%	4,699		1.3	%	4.24	x
8.	Norms	10	53,673		1.1	%	3,693		1.0	%	2.68	x
9.	Express Oil Change	23	49,724		1.0	%	3,717		1.0	%	4.32	x
10.	Pizza Hut	40	45,285		0.9	%	3,401		0.9	%	2.11	x
	Other (4)	425	1,251,736		24.6	%	81,879		21.8	%	3.60	x
	Total	763	$	5,080,732	100.0	%	$	375,781	100.0	%	2.94	x


	Tenant	Brand Affiliation	No. of Properties	Investment (1)		Percent of Total Investment		Annualized Minimum Rent(2)		Percent of Total Annualized Minimum Rent		Coverage (3)

1.	TravelCenters of America Inc.	TravelCenters of America / Petro Stopping Centers	176	$	3,274,133	64.4	%	$	254,000	67.6	%	2.64x	(4)
2.	Universal Pool Co., Inc.	The Great Escape	14	98,242		1.9	%	7,711		2.1	%	6.20x
3.	Healthy Way of Life II, LLC	Life Time Fitness	3	92,617		1.8	%	5,770		1.5	%	2.35x
4.	American Multi-Cinema, Inc.	AMC Theatres	8	77,733		1.5	%	5,254		1.4	%	1.43x
5.	Styx Acquisition, LLC	Buehler's Fresh Foods	5	76,469		1.5	%	5,657		1.5	%	3.24x
6.	Professional Resource Development, Inc.	Heartland Dental	59	61,120		1.2	%	4,699		1.3	%	4.24x
7.	Norms Restaurants, LLC	Norms	10	53,673		1.1	%	3,693		1.0	%	2.68x
8.	Express Oil Change, L.L.C.	Express Oil Change	23	49,724		1.0	%	3,717		1.0	%	4.32x
9.	Pilot Travel Centers LLC	Flying J Travel Plaza	3	41,681		0.8	%	3,247		0.9	%	6.40x
10.	Capitol Racquet Sports, Inc.	Courthouse Athletic Club	4	39,688		0.8	%	1,878		0.5	%	1.27x
	Subtotal, top 10		305	3,865,080		76.0	%	295,626		78.8	%	2.80x
11.	Other (5)	Various	458	1,215,652		24.0	%	80,155		21.2	%	3.47x
	Total		763	$	5,080,732	100.0	%	$	375,781	100.0	%	2.94x





Industry	No. of Properties	Investment (1)		Percent of Total Investment	Annualized Minimum Rent (2)		Percent of Total Annualized Minimum Rent		Coverage (3)

Travel Centers	179	$	3,315,814	65.4%	$	257,248	68.5	%	2.69	x
Restaurants-Quick Service	213	290,151		5.7%	19,727		5.2	%	3.22	x
Health and Fitness	13	186,362		3.7%	11,026		2.9	%	2.00	x
Restaurants-Casual Dining	51	184,262		3.6%	11,465		3.0	%	2.73	x
Movie Theaters	18	160,055		3.2%	9,742		2.6	%	1.52	x
Grocery Stores	19	129,152		2.5%	9,223		2.5	%	3.76	x
Home Goods and Leisure	20	120,708		2.4%	9,699		2.6	%	5.55	x
Automotive Equipment and Services	64	107,054		2.1%	7,691		2.0	%	4.34	x
Medical, Dental Office	70	103,849		2.0%	8,362		2.2	%	2.95	x
Automotive Dealers	8	62,651		1.2%	4,964		1.3	%	5.41	x
Entertainment	4	61,436		1.2%	4,319		1.1	%	2.97	x
Educational Services	9	55,319		1.1%	4,462		1.2	%	1.40	x
General Merchandise Stores	3	52,687		1.0%	3,672		1.0	%	2.53	x
Building Materials	30	35,816		0.7%	3,033		0.8	%	6.87	x
Car Washes	5	28,658		0.6%	2,214		0.6	%	3.05	x
Miscellaneous Manufacturing	4	19,686		0.4%	1,360		0.4	%	17.04	x
Drug Stores and Pharmacies	7	19,251		0.4%	1,258		0.3	%	0.55	x
Sporting Goods	3	17,742		0.3%	1,092		0.3	%	5.55	x
Legal Services	5	11,362		0.2%	1,054		0.3	%	2.42	x
Dollar Stores	3	2,971		0.1%	189		0.1	%	2.61	x
Other	5	27,244		0.5%	3,981		1.1	%	5.90	x
Vacant	30	88,502		1.7%	—		—	%	—	x
Total	763	$	5,080,732	100.0%	$	375,781	100.0%		2.94	x


Year (1)	Square Feet	Annualized Minimum Rent Expiring (2)		Percent of Total Annualized Minimum Rent Expiring	Cumulative Percent of Total Annualized Minimum Rent Expiring



2023	93,458	$	838	0.2%	0.2%
2024	762,282	9,768		2.6%	2.8%
2025	436,038	8,973		2.4%	5.2%
2026	1,134,371	11,994		3.2%	8.4%
2027	936,889	12,394		3.3%	11.7%
2028	710,279	11,628		3.1%	14.8%
2029	273,422	6,105		1.6%	16.4%
2030	138,590	4,175		1.1%	17.5%
2031	365,524	4,597		1.2%	18.7%
2032	143,954	2,984		0.8%	19.5%
2033	5,263,701	258,382		68.8%	88.3%
2034	144,247	4,533		1.2%	89.5%
2035	1,089,282	18,713		5.1%	94.6%
2036	297,074	5,210		1.4%	96.0%
2037	296,403	2,396		0.6%	96.6%
2038	66,700	1,191		0.3%	96.9%
2039	134,901	3,219		0.9%	97.8%
2040	115,142	2,406		0.6%	98.4%
2041	223,043	2,302		0.6%	99.0%

2043	57,543	155		0.0%	99.0%
2044	83,635	125		0.0%	99.0%
2045	63,490	3,693		1.0%	100.0%
Total	12,829,968	$	375,781	100%


State	Square Feet	Annualized Minimum Rent (1)		Percent of Total Annualized Minimum Rent

Texas	1,176,854	$	1,176,854	9.0%
Ohio	1,339,304	1,297,487		7.1%
Illinois	1,010,047	1,010,047		7.7%
California	399,045	399,045		3.1%
Georgia	597,248	597,248		4.6%
Florida	529,040	529,040		4.1%
Arizona	476,651	476,651		3.7%
Indiana	654,927	577,916		4.4%
Pennsylvania	544,003	486,460		3.7%
New Mexico	246,478	246,478		1.9%
Other	6,495,881	6,247,048		47.8%
Total	13,469,478	$	13,044,274	97.1%


Debt	Principal Balance		Annual Interest Rate		Annual Interest Expense		Maturity	Interest Payments Due
Unsecured Senior Notes	$	350,000	4.650	%	$	16,275	2024	Semi-Annually
Unsecured Senior Notes	825,000		4.350	%	35,888		2024	Semi-Annually
Unsecured Senior Notes	350,000		4.500	%	15,750		2025	Semi-Annually
Unsecured Senior Notes	800,000		7.500	%	60,000		2025	Semi-Annually
Unsecured Senior Notes	350,000		5.250	%	18,375		2026	Semi-Annually
Unsecured Senior Notes	450,000		4.750	%	21,375		2026	Semi-Annually
Unsecured Senior Notes	400,000		4.950	%	19,800		2027	Semi-Annually
Unsecured Senior Notes	450,000		5.500	%	24,750		2027	Semi-Annually
Unsecured Senior Notes	400,000		3.950	%	15,800		2028	Semi-Annually
Net Lease Mortgage Notes	609,548		5.600	%	34,653		2028	Monthly
Unsecured Senior Notes	425,000		4.950	%	21,038		2029	Semi-Annually
Unsecured Senior Notes	400,000		4.375	%	17,500		2030	Semi-Annually
	$	5,809,548			$	301,204


	Impact of Increase in Interest Rates
	Interest Rate Per Year (1)		Outstanding Debt		Total Interest Expense Per Year		Annual Per Share Impact (2)
At June 30, 2023	7.64	%	$	650,000	$	49,660	$	0.30
One percentage point increase	8.64	%	$	650,000	$	56,160	$	0.34


Calendar Month	Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs


June 1, 2023 - June 30, 2023	16,761	$	8.96	$	—	$	—

Total	16,761	$	8.96	$	—	$	—


Exhibit Number						Description
3.1						Composite Copy of Amended and Restated Declaration of Trust, dated as of August 21, 1995, as amended to date. (Incorporated by reference to the Company’s Post-Effective Amendment No. 2 to Registration Statement on Form S-3, filed on July 15, 2020, File No. 333-226944.)
3.2						Articles Supplementary to the Declaration of Trust of the Company, dated June 10, 2020. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 10, 2020.)
3.3						Second Amended and Restated Bylaws of the Company, adopted effective June 13, 2023. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 14, 2023.)
4.1						Form of Common Share Certificate. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.)
4.2						Indenture, dated as of February 25, 1998, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor trustee to State Street Bank and Trust Company). (Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.)
4.3						Authentication Order, dated January 13, 2017, from the Company to U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.500% Senior Notes due 2023. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.)
4.4						Supplemental Indenture No. 16, dated as of March 12, 2014, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.650% Senior Notes due 2024, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.)
4.5						Supplemental Indenture No. 17, dated as of September 12, 2014, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.50% Senior Notes due 2025, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.)
4.6						Indenture, dated as of February 3, 2016, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 4, 2016.)
4.7						Second Supplemental Indenture, dated as of February 3, 2016, between the Company and U.S. Bank National Association, relating to the Company’s 5.25% Senior Notes due 2026, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 4, 2016.)
4.8						Third Supplemental Indenture, dated as of January 13, 2017, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.950% Senior Notes due 2027, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.)
4.9						Fourth Supplemental Indenture, dated as of October 26, 2017, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 3.950% Senior Notes due 2028, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.)
4.10						Fifth Supplemental Indenture, dated as of February 2, 2018, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.375% Senior Notes due 2030, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)
4.11						Sixth Supplemental Indenture, dated as of September 18, 2019, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.350% Senior Notes due 2024, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2019.)
4.12						Seventh Supplemental Indenture, dated as of September 18, 2019, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.750% Senior Notes due 2026, including form thereof.(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2019.)
4.13						Eighth Supplemental Indenture, dated as of September 18, 2019, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.950% Senior Notes due 2029, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2019.)


Exhibit Number						Description
4.14						Ninth Supplemental Indenture, dated as of June 17, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 7.50% Senior Notes due 2025, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 18, 2020.)
4.15						Supplemental Indenture, dated as of July 15, 2020, among the Company, Highway Ventures Properties Trust, HPTWN Properties Trust, HPT Suite Properties Trust, SVCN 2 LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 7.50% Senior Notes due 2025. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.)
4.16						Supplemental Indenture, dated as of October 9, 2020, among the Company, Banner NewCo LLC, SVCN 3 LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 7.50% Senior Notes due 2025. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)
4.17						Supplemental Indenture, dated as of November 13, 2020, among the Company, SVC Jersey City TRS LLC, SVC Morris Plains TRS LLC, SVC Nanuet TRS LLC, SVC NJ TRS LLC, SVC Randolph Street TRS LLC, SVC Redondo Beach TRS LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 7.50% Senior Notes due 2025. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 17, 2020.)
4.18						Supplemental Indenture, dated as of January 29, 2021, among the Company, SVC Gatehall Drive TRS LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 7.50% Senior Notes due 2025. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)
4.19						Supplemental Indenture, dated as of July 8, 2021, among the Company, SVCN 1 LLC, SVCN 4 LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 7.50% Senior Notes due 2025. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.)
4.20						Supplemental Indenture, dated as of October 28, 2021, among the Company, SVC Minneapolis TRS LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 7.50% Senior Notes due 2025. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
4.21						Supplemental Indenture, dated as of July 27, 2023, among the Company, HPTWN Properties Trust, Highway Ventures Properties Trust, Highway Ventures Properties LLC, HPT TA Properties LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 7.50% Senior Notes due 2025. (Filed herewith.)
4.22						Tenth Supplemental Indenture, dated as of November 20, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.)
4.23						Supplemental Indenture, dated as of January 29, 2021, among the Company, SVC Gatehall Drive TRS LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)
4.24						Supplemental Indenture, dated as of July 8, 2021, among the Company, SVCN 1 LLC, SVCN 4 LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.)
4.25						Supplemental Indenture, dated as of October 28, 2021, among the Company, SVC Minneapolis TRS LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
4.26						Supplemental Indenture, dated as of July 27, 2023, among the Company, HPTWN Properties Trust, Highway Ventures Properties Trust, Highway Ventures Properties LLC, HPT TA Properties LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Filed herewith.)
4.27						Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust) and Adam D. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)
10.1						Form of Indemnification Agreement. (Filed herewith.)


Exhibit Number						Description
10.2						Third Amend ed and Restated Credit Agreement, dated as of June 29, 2023, among the Com pany, Wells Fargo Bank, National Assoc iation, as Administrative Ag ent, and each o f the other institutions party thereto. (Incorporated by re ference to the Company ’s Current Report on Form 8-K filed on July 6, 2023 .)
10.3						Incremental Revolving Commitment Assumption Agreement, dated as of July 5, 2023, among the Company, certain of its subsidiaries party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 6, 2023.)
10.4						Amended and Restated Pledge Agreement, dated as of June 29, 2023, between the Company, certain of its direct and indirect subsidiaries and Wells Fargo Bank, National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 6, 2023.)
10.5						Representative Form of Amended and Restated Management Agreement among Sonesta International Hotels Corporation, Cambridge TRS, Inc., HPT CY TRS, Inc., HPT TRS IHG-2, Inc. and HRP TRS MRP, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022.) (Schedules thereto filed herewith.) (Schedule of applicable agreements filed herewith.)
10.6						Third Amended and Restated Lease Agreement No. 1, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Filed herewith.)
10.7						Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America, Inc. for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated Lease Agreement No. 1). (Filed herewith.)
10.8						Third Amended and Restated Lease Agreement No. 2, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Filed herewith.)
10.9						Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America, Inc. for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated Lease Agreement No. 2). (Filed herewith.)
10.10						Third Amended and Restated Lease Agreement No. 3, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Filed herewith.)
10.11						Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America, Inc. for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated Lease Agreement No. 3). (Filed herewith.)
10.12						Third Amended and Restated Lease Agreement No. 4, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Filed herewith.)
10.13						Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America, Inc. for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated Lease Agreement No. 4). (Filed herewith.)
10.14						Second Amended and Restated Lease Agreement No. 5, dated as of May 15, 2023, among Highway Ventures Properties Trust, Highway Ventures Properties LLC and TA Operating LLC. (Filed herewith.)
10.15						Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America, Inc. for the benefit of Highway Ventures Properties Trust and Highway Ventures Properties LLC (relating to Second Amended and Restated Lease Agreement No. 5). (Filed herewith.)
22.1						List of Subsidiary Guarantors. (I nc orporat ed by reference to the Company ’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 .)
31.1						Rule 13a-14(a) Certification. (Filed herewith.)
31.2						Rule 13a-14(a) Certification. (Filed herewith.)
31.3						Rule 13a-14(a) Certification. (Filed herewith.)
31.4						Rule 13a-14(a) Certification. (Filed herewith.)
32.1						Section 1350 Certification. (Furnished herewith.)
99.1						Letter Agreement, dated as of May 1, 2023, between the Company and The RMR Group LLC. (Filed herewith.)

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
101.LAB						XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)


Exhibit Number						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).



			SERVICE PROPERTIES TRUST


			/s/ Todd W. Hargreaves
			Todd W. Hargreaves
			President and Chief Investment Officer
			Dated: August 7, 2023


			/s/ Brian E. Donley
			Brian E. Donley
			Chief Financial Officer and Treasurer
			(Principal Financial and Accounting Officer)
			Dated: August 7, 2023