This excerpt taken from the HPT 8-K filed Aug 21, 2009.
Item 8.01 Other Events.
In this Current Report on Form 8-K, and unless the context otherwise requires, the terms HPT, we, our, and us refer to Hospitality Properties Trust and its consolidated subsidiaries.
We are filing this Current Report on Form 8-K solely to show the effects of the adoption of Financial Accounting Standards Board Staff Position APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), or FSP 14-1, on the accounting for our 3.8% convertible senior notes due 2027 in our historical annual financial information included in our Annual Report on Form 10-K for the year ended December 31, 2008, or our 2008 10-K, filed with the Securities and Exchange Commission on February 28, 2009 and amended on April 17, 2009. Neither this Report nor the Exhibits hereto reflect any events occurring on or after February 28, 2009 or modify or update the disclosures in our 2008 10-K that may have been affected by subsequent events. Accordingly, this Current Report on Form 8-K should be read in conjunction with our 2008 10-K and our filings made with the Securities and Exchange Commission subsequent to the filing of our 2008 10-K, including any amendments to those filings.
As previously disclosed in our 2008 10-K, FSP 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuers non-convertible debt borrowing rate at the time of issuance. We adopted FSP 14-1 as of January 1, 2009. FSP 14-1 requires retrospective application to all periods presented; however, early adoption was not permitted. Comparable financial statements of prior years have been restated to apply this new accounting standard.
The retrospective application of FSP 14-1 affects the years 2007 and 2008 and resulted in a decrease to net income and earnings per share in each year; however, there was no effect on our cash interest payments. Our annual net income per share decreased by approximately $0.08 and $0.10 for the years ended December 31, 2007 and 2008, respectively. Interest expense for the twelve months ended December 31, 2007 and 2008 was increased by non-cash amortization of $7.6 million and $9.7 million, respectively. The application of FSP 14-1 decreased the carrying value of our convertible senior notes by approximately $37.4 million and $29.2 million as of December 31, 2007 and 2008, respectively, with a corresponding increase to shareholders equity.
This excerpt taken from the HPT 8-K filed Aug 12, 2009.
Item 8.01. Other Events.
On August 11, 2009, Hospitality Properties Trust, or the Company, priced an underwritten public offering of 8,000,000 common shares of beneficial interest. The Company expects to issue and deliver these shares on or about August 14, 2009. The public offering price was $17.25 per share. The Company expects to use the $132 million of net proceeds of the offering (after estimated expenses and underwriters commissions) to repay amounts outstanding under the Companys revolving credit facility and for general business purposes. The Company also granted the underwriters an option to purchase an additional 1,200,000 common shares to cover overallotments, if any.
A prospectus supplement relating to these common shares will be filed with the Securities and Exchange Commission. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANYS PRESENT BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS. FOR EXAMPLE:
· THIS REPORT STATES THAT THE COMPANY EXPECTS TO ISSUE AND DELIVER THE COMMON SHARES ON OR ABOUT AUGUST 14, 2009. IN FACT, THE ISSUANCE AND DELIVERY OF THESE SHARES IS SUBJECT TO VARIOUS CONDITIONS AND CONTINGENCIES AS ARE CUSTOMARY IN UNDERWRITING AGREEMENTS IN THE UNITED STATES. IF THESE CONDITIONS ARE NOT SATISFIED OR THE SPECIFIED CONTINGENCIES OCCUR, THIS OFFERING MAY NOT CLOSE.
· THIS REPORT STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL 1,200,000 COMMON SHARES TO COVER OVER ALLOTMENTS, IF ANY. AN IMPLICATION OF THIS STATEMENT MAY BE THAT THIS OPTION MAY BE EXERCISED IN WHOLE OR IN PART. IN FACT, THE COMPANY DOES NOT KNOW WHETHER THIS OPTION, OR ANY PART OF IT, WILL BE EXERCISED, AND THE UNDERWRITERS MAY NOT DO SO.
FOR THESE REASONS, AMONG OTHERS, YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
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.
Dated: August 11, 2009