Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) | (Zip Code) |
David W. Doucette
U.S. Bank National Association
One Federal Street, 10th Floor
Boston, MA 02110
(617) 603-6534
(Name, address and telephone number of agent for service)
SERVICE PROPERTIES TRUST
SUBSIDIARY GUARANTOR REGISTRANTS (SEE BELOW)
(Exact name of obligor as specified in its charter)
| Maryland | 04-3262075 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts |
02458-1634 |
| (Address of principal executive offices) | (Zip Code) |
Senior Debt Securities
and Guarantees of Senior Debt Securities
(Title of the indenture securities)
TABLE OF CO-REGISTRANTS
| Exact Name of Registrant as Specified in its Charter | State or Jurisdiction of Incorporation or Organization | Entity Type | IRS Employer Identification Number | |||
| Banner NewCo LLC | Delaware | Limited liability company | 84-3069989 | |||
| Cambridge TRS, Inc | Maryland | Corporation | 45-4167445 | |||
| Harbor Court Associates, LLC | Maryland | Limited liability company | 56-2550257 | |||
| Highway Ventures Borrower LLC | Delaware | Limited liability company | 84-3373977 | |||
| Highway Ventures LLC | Delaware | Limited liability company | 84-3373884 | |||
| Highway Ventures Properties LLC | Maryland | Limited liability company | 26-0240108 | |||
| Highway Ventures Properties Trust | Maryland | Real estate investment trust | 26-0239999 | |||
| HPT Cambridge LLC | Massachusetts | Limited liability company | 04-6148511 | |||
| HPT Clift TRS LLC | Maryland | Limited liability company | 82-4109793 | |||
| HPT CW MA Realty LLC | Maryland | Limited liability company | 85-1552858 | |||
| HPT CW MA Realty Trust | Massachusetts | Nominee Trust | 46-2440496 | |||
| HPT CY TRS, Inc | Maryland | Corporation | 46-1213113 | |||
| HPT Geary ABC Holdings LLC | Maryland | Limited liability company | 46-1920850 | |||
| HPT Geary Properties Trust | Maryland | Real estate investment trust | 46-2080511 | |||
| HPT IHG Chicago Property LLC | Maryland | Limited liability company | 84-2997973 | |||
| HPT IHG GA Properties LLC | Maryland | Limited liability company | 20-2870357 | |||
| HPT IHG-2 Properties Trust | Maryland | Real estate investment trust | 20-1997811 | |||
| HPT IHG-3 Properties LLC | Maryland | Limited liability company | 20-3947942 | |||
| HPT SN Holding, Inc | New York | Corporation | 13-5648107 | |||
| HPT State Street TRS LLC | Maryland | Limited liability company | 84-2998086 | |||
| HPT Suite Properties Trust | Maryland | Real estate investment trust | 04-3397210 | |||
| HPT TA Properties LLC | Maryland | Limited liability company | 20-8260669 | |||
| HPT TA Properties Trust | Maryland | Real estate investment trust | 20-8260357 | |||
| HPT TRS IHG-2, Inc | Maryland | Corporation | 20-2131948 | |||
| HPT TRS Inc | Maryland | Corporation | 04-3548096 | |||
| HPT TRS MRP, Inc | Maryland | Corporation | 27-4654560 | |||
| HPT TRS SPES II, Inc | Maryland | Corporation | 43-2012365 | |||
| HPT TRS WYN, Inc | Maryland | Corporation | 46-0781608 | |||
| HPT Wacker Drive TRS LLC | Maryland | Limited liability company | 84-2998217 | |||
| HPTCY Properties Trust | Maryland | Real estate investment trust | 04-3308179 | |||
| HPTMI Hawaii, Inc | Delaware | Corporation | 04-3563876 | |||
| HPTMI Properties Trust | Maryland | Real estate investment trust | 04-3360772 | |||
| HPTWN Properties Trust | Maryland | Real estate investment trust | 04-3308198 | |||
| Royal Sonesta, Inc | Louisiana | Corporation | 72-0803191 | |||
| SVC Gatehall Drive TRS LLC | Maryland | Limited liability company | 86-1396045 | |||
| SVC Holdings LLC | Maryland | Limited liability company | 84-4879602 | |||
| SVC Jersey City TRS LLC | Maryland | Limited liability company | 85-3494714 | |||
| SVC Minneapolis TRS LLC | Maryland | Limited liability company | 87-2924574 | |||
| SVC Morris Plains TRS LLC | Maryland | Limited liability company | 85-3494969 | |||
| SVC Nanuet TRS LLC | Maryland | Limited liability company | 85-3495195 | |||
| SVC NJ TRS LLC | Maryland | Limited liability company | 85-2484541 | |||
| SVC Randolph Street TRS LLC | Maryland | Limited liability company | 85-3500521 | |||
| SVC Redondo Beach TRS LLC | Maryland | Limited liability company | 85-3506957 | |||
| SVCN 1 LLC | Delaware | Limited liability company | 20-1262089 | |||
| SVCN 2 LLC | Delaware | Limited liability company | 20-2928350 | |||
| SVCN 3 LLC | Delaware | Limited liability company | 20-3118006 | |||
| SVCN 4 LLC | Delaware | Limited liability company | 84-3069763 | |||
| SVCN 5 LLC | Delaware | Limited liability company | 84-3069896 |
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FORM T-1
Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
| 1. | A copy of the Articles of Association of the Trustee.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
| 4. | A copy of the existing bylaws of the Trustee.** |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of March 31, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 28th of October, 2021.
| By: | /s/ David W. Doucette | |
| David W. Doucette | ||
| Vice President |
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Exhibit 2
5
Exhibit 3
6
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: October 28, 2021
| By: | /s/ David W. Doucette | |
| David W. Doucette | ||
| Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2021
($000’s)
| 6/30/2021 | ||||
| Assets | ||||
| Cash and Balances Due From Depository Institutions | $ | 44,435,957 | ||
| Securities | 158,894,854 | |||
| Federal Funds | 2,376 | |||
| Loans & Lease Financing Receivables | 296,741,901 | |||
| Fixed Assets | 6,294,698 | |||
| Intangible Assets | 13,278,545 | |||
| Other Assets | 28,204,350 | |||
| Total Assets | $ | 547,852,681 | ||
| Liabilities | ||||
| Deposits | $ | 442,902,823 | ||
| Fed Funds | 1,412,092 | |||
| Treasury Demand Notes | 0 | |||
| Trading Liabilities | 1,119,485 | |||
| Other Borrowed Money | 31,883,676 | |||
| Acceptances | 0 | |||
| Subordinated Notes and Debentures | 3,600,000 | |||
| Other Liabilities | 14,222,155 | |||
| Total Liabilities | $ | 495,140,231 | ||
| Equity | ||||
| Common and Preferred Stock | 18,200 | |||
| Surplus | 14,266,915 | |||
| Undivided Profits | 37,622,248 | |||
| Minority Interest in Subsidiaries | 805,087 | |||
| Total Equity Capital | $ | 52,712,450 | ||
| Total Liabilities and Equity Capital | $ | 547,852,681 | ||
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