Service Properties Trust Prices $580 Million Zero Coupon Senior Secured Notes Due September 2027 with a 12-Month Extension Option

Proceeds Will Be Used to Repay in Full $450 Million Senior Unsecured Notes due October 2026 and Reduce Amounts Outstanding Under Its Revolving Credit Facility

NEWTON, Mass.--(BUSINESS WIRE)-- Service Properties Trust (Nasdaq: SVC) today announced it has priced an aggregate principal amount at maturity of $580 million of zero coupon senior secured notes due September 2027, with a 12-month extension option, subject to the satisfaction of certain conditions and payment of an extension fee. The new notes will generate approximately $500 million in gross proceeds before issuance costs and will accrete at a rate of 7.50% annually, compounded semi-annually. If the 12-month extension option is exercised, interest payments will be due semi-annually during the extension period at an initial interest rate of 7.50% with increases of 25 basis points every 120 days that the notes remain outstanding. The new notes are guaranteed by certain of SVC’s subsidiaries and secured by first priority liens on the equity interests of subsidiaries that own and lease 36 travel center properties to TravelCenters of America Inc. pursuant to a master lease (which SVC refers to as its TA Lease No. 2) and by a negative pledge on the related operating assets. The aggregate annual minimum rent under the lease is approximately $48 million. The expected net proceeds from this transaction, after initial purchaser discounts and offering costs, are $490 million, which SVC expects to use to redeem in full its outstanding 4.750% Senior Unsecured Notes due October 2026 (the “2026 Notes”) and to repay amounts outstanding under its revolving credit facility. The offering is expected to close on September 23, 2025, subject to customary closing conditions.

SVC also announced the early redemption of its outstanding 2026 Notes at a redemption price equal to the principal amount of $450 million, plus accrued and unpaid interest thereon, to, but not including, the redemption date of October 16, 2025, and the applicable make-whole amount. SVC expects to fund this redemption with a portion of the net proceeds from the zero coupon senior secured notes offering. SVC expects that the structure of the zero coupon notes and its repayment of outstanding debt will provide it with additional financial flexibility under the incurrence covenants in its debt agreements.

The new notes have not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The new notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States only to non-U.S. investors in compliance with Regulation S under the Securities Act.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release also does not constitute an offer to purchase, a solicitation of an offer to sell, or notice of redemption with respect to the redemption of the 2026 Notes.

About Service Properties Trust

Service Properties Trust (Nasdaq: SVC) is a real estate investment trust with over $11 billion invested in two asset categories: hotels and service-focused retail net lease properties. As of June 30, 2025, SVC owned 200 hotels with over 35,000 guest rooms throughout the United States and in Puerto Rico and Canada. As of June 30, 2025, SVC also owned 742 service-focused retail net lease properties with over 13.1 million square feet throughout the United States. SVC is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with approximately $40 billion in assets under management as of June 30, 2025, and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. SVC is headquartered in Newton, MA.

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains statements, including our statements about the expected settlement date of the offering of the new notes and the use of proceeds therefrom, that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, 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. The settlement of the offering is subject to various customary conditions and contingencies. If these conditions are not satisfied or the specified contingencies do not occur, this offering may not close. Further, SVC’s current intentions to use the net proceeds from the zero coupon senior secured offering to repay outstanding debt, including by redeeming its 4.750% Senior Unsecured Notes due October 2026, is conditioned upon the closing of the senior secured notes offering and may not occur. Actual results may differ materially from those contained in or implied by SVC’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond SVC’s control.

The information contained in SVC’s filings with the Securities and Exchange Commission (the “SEC”), including under “Risk Factors” in SVC’s periodic reports, or incorporated therein, identifies other important factors that could cause SVC’s actual results to differ materially from those stated in or implied by 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 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

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the Nasdaq.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

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Kevin Barry, Senior Director, Investor Relations
(617) 796-8232

Source: Service Properties Trust