Hospitality Properties Trust 8-K
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): March
1, 2007
HOSPITALITY
PROPERTIES TRUST
(Exact
Name of Registrant as Specified in Its Charter)
Maryland
(State
or Other Jurisdiction of
Incorporation)
|
1-11527
(Commission
File Number)
|
04-3262075
(IRS
Employer Identification No.)
|
| |
|
|
400
Centre Street, Newton, Massachusetts
(Address
of Principal Executive Offices)
|
02458
(Zip
Code)
|
617-964-8389
(Registrant’s
Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
8.01. Other Events.
On
March 1, 2007, Hospitality Properties Trust, or the Company, announced that
it
intended to offer convertible senior notes in a private offering to initial
purchasers for resale to qualified institutional buyers in accordance with
Rule
144A under the Securities Act of 1933, as amended, or Rule 144A. On March 2,
2007, the Company announced that it had priced the offering and had agreed
to
sell to the initial purchasers $500,000,000 of 3.80% Convertible Senior Notes
due 2027, or Notes. The Company expects to issue these Notes on March 7, 2007.
In addition, the Company granted the initial purchasers a 30-day option to
purchase up to an additional $75 million aggregate principal amount of Notes
to
cover overallotments, if any. Upon conversion, holders of Notes are entitled
to
receive cash up to the principal amount, and any excess conversion amount will
be delivered, at the Company’s election, in cash, in the Company’s common
shares, or a combination of cash and common shares.
Copies
of the Company’s related press releases are hereby filed as Exhibits 99.1 and
99.2 to this Current Report on Form 8-K. The press releases contain additional
information with respect to the offering and the Company’s 3.80% Convertible
Senior Notes due 2027, and are incorporated herein by reference.
The
Notes, when issued, may be sold to qualified institutional buyers by means
of a
private offering memorandum in accordance with Rule 144A. The Notes and the
Company’s common shares that may be issuable upon conversion of the Notes have
not been registered under the Securities Act of 1933, as amended, or any state
securities laws, and unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended, and applicable state
laws.
WARNING
CONCERNING FORWARD LOOKING STATEMENTS
THIS
REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS,
INCLUDING WITH RESPECT TO THE COMPANY’S ISSUANCE AND SALE OF THE NOTES. THE
CLOSING OF THE ISSUANCE AND SALE OF THE NOTES IS SUBJECT TO CONDITIONS CUSTOMARY
TO TRANSACTIONS OF THIS TYPE AND MAY BE DELAYED OR MAY NOT OCCUR AT ALL. IN
ADDITION, ALTHOUGH THE INITIAL PURCHASERS HAVE AN OVER-ALLOTMENT OPTION, THEY
ARE NOT UNDER ANY OBLIGATION TO EXERCISE THIS OPTION, OR ANY PORTION OF IT,
AND
MAY NOT DO SO. FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR. YOU
SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS. EXCEPT AS
REQUIRED BY LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO RELEASE PUBLICLY ANY
REVISION TO THESE FORWARD LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS
OR CIRCUMSTANCES OCCURRING AFTER THE DATE HEREOF.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press
Release of Hospitality Properties Trust dated March 1, 2007.
99.2 Press
Release of Hospitality Properties Trust dated March 2, 2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HOSPITALITY
PROPERTIES TRUST
By:
/s/ Mark
L.
Kleifges
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| |
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Mark
L. Kleifges
Treasurer
and Chief Financial Officer
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Dated:
March 5, 2007