Item 1.01. Entry into a Material Definitive Agreement.

On December 31, 2019, we entered agreements with Marriott International, Inc. (NYSE: MAR) and its subsidiaries, or Marriott, which combine our three existing Marriott operating agreements, historically referred to as the Marriott Nos. 1, 234 and 5 agreements, into a single portfolio for a 16-year term commencing January 1, 2020. The Marriott Nos. 1, 234 and 5 agreements included 122 hotels, provided for aggregate annual owner's priority returns and rents due to us of $192.2 million and were scheduled to expire on December 31, 2024, 2025 and 2019, respectively. Among other terms, the new combined agreements with Marriott provide as follows:





  Ÿ That all 122 Marriott hotels will be combined economically so that excess cash
    flows from any of these hotels are available to pay the aggregate annual
    owner's priority returns due to us for these hotels, which is $190.6 million
    (approximately equal to the current aggregate annual owner's priority returns
    due to us under the Marriott Nos. 1 and 234 agreements and 85% of the rents
    due to us under the Marriott No. 5 agreement (Kauai hotel)). Our taxable REIT
    subsidiaries will continue to participate in the net cash flows from hotel
    operations after payment of management fees to Marriott, which base fees will
    continue to be subordinated to the annual owner's priority returns due to us.




  Ÿ That the existing security deposit held by us for the Marriott No. 234
    agreement ($33.6 million estimated as of December 31, 2019) will continue to
    secure payment of the aggregate annual owner's priority returns due to us
    under the new combined agreements and may be replenished up to the security
    deposit cap of $64.7 million from 60% of the cash flows realized from
    operations of the 122 hotels after payment of the aggregate annual owner's
    priority returns due to us, Marriott's base management fees and certain other
    advances by us or Marriott, if any.




  Ÿ That Marriott will provide a new $30.0 million limited guaranty for 85% of the
    aggregate annual owner's priority returns due to us through 2026 under the new
    combined agreements if the security deposit is exhausted.




  Ÿ That the term of the agreements will be extended through 2035, with Marriott
    having the option to renew for two consecutive 10-year terms on an all or none
    basis.




  Ÿ That 5.5-6.5% of gross revenues from hotel operations will continue to be
    placed in escrow for hotel maintenance and periodic renovations, or an FF&E
    reserve.

In addition to amounts available in the FF&E reserve, the new combined agreements provide that we will fund approximately $350.0 to $400.0 million for planned renovations of the hotels over the next four years. As such funding is advanced by us, the aggregate annual owner's priority returns due to us under the new combined agreements will increase by 8% of the amounts funded.

We and Marriott have also identified 33 of the 122 hotels covered by the new combined agreements that will be sold or rebranded, at which time we would retain the proceeds of any such sale and the aggregate annual owner's priority returns due to us would decrease by the amount allocated to the applicable hotel.

The foregoing descriptions of the new combined agreements are not complete and are subject to and qualified in their entireties by reference to the agreements, which are filed as Exhibits 10.1 through 10.8 to this Current Report on Form 8-K, each of which is incorporated herein by reference.





                 WARNING CONCERNING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as "believe", "expect", "anticipate", "intend", "plan", "estimate", "will", "may" and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. For example:





  Ÿ The security deposit for our minimum returns under the new combined agreements
    may be replenished up to the security deposit cap of $64.7 million from 60% of
    the cash flows realized from operations of the 122 hotels covered by those
    agreements after payment of the aggregate annual owner's priority returns due
    to us, Marriott's base management fees and certain other advances made by us
    or Marriott, if any. This may imply that the security deposit will be
    replenished and that it may be sufficient to provide for continued payment of
    our minimum returns. We can provide no assurance that the operating results of
    the hotels will be sufficient to pay our minimum returns or to replenish or
    maintain the security deposit. The operating results of our hotels which are
    managed by Marriott depend on Marriott's ability to successfully operate the
    hotels and, in large part, upon general economic conditions, each of which are
    beyond our control.




  Ÿ Marriott will provide a new $30.0 million limited guaranty for 85% of the
    aggregate annual owner's priority returns due to us through 2026 under the new
    combined agreements if the security deposit is exhausted. This may imply that
    we will receive at least 85% of the aggregate annual owner's priority returns
    due to us through 2026 under the new combined agreements. However, Marriott's
    guaranty is limited so that the maximum payments Marriott is required to make
    to us under this guaranty cannot exceed $30.0 million. We can provide no
    assurance that we will receive at least 85% of the aggregate annual owner's
    priority returns due to us through 2026 under the new combined agreements or
    that Marriott will honor its guaranty obligations.




  Ÿ The new combined agreements will continue to require that 5.5-6.5% of gross
    revenues from hotel operations be placed in an FF&E reserve. This may imply
    that the FF&E reserve will be sufficient to fund future capital needs at the
    applicable hotels. In fact, the FF&E reserve may not be sufficient to pay all
    of the costs of maintaining these hotels to brand standards or otherwise in a
    manner which is attractive to hotel customers.




  Ÿ We have agreed to fund approximately $350.0 to $400.0 million for planned
    renovations of the hotels during the next four years in addition to the
    amounts in the FF&E reserve. The costs and timing of hotel renovations
    projects are difficult to estimate. Cost overruns may occur and projects may
    be delayed for various reasons, including reasons that are beyond our control.
    We can provide no assurance that the planned renovations will be completed for
    the currently expected amounts or within the currently expected timeframe, and
    additional renovations not currently expected may be made.










  Ÿ We and Marriott have identified 33 of the 122 hotels included in the new
    combined agreements that will be sold or rebranded. We can provide no
    assurance that we will be able to sell or rebrand these hotels on attractive
    terms or at all. In addition, any sales that may be completed may result in
    less proceeds than we currently expect or losses to us.

For these reasons, among others, you are cautioned not to place undue reliance upon forward-looking statements.

The information contained in our filings with the Securities and Exchange Commission, or SEC, including under "Risk Factors" in our periodic reports, or incorporated therein identifies other important factors that could cause our actual results to differ materially from those in our forward-looking statements. Our filings with the SEC are available on the SEC's website at www.sec.gov.

Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.




Item 9.01.  Financial Statements and Exhibits.



(d)    Exhibits.



    10.1     Second Amended and Restated Management Agreement, dated as of
           December 31, 2019, between Marriott Hotel Services, Inc. and HPT TRS
           MRP, Inc.




    10.2     Second Amended and Restated Management Agreement, dated as of
           December 31, 2019, among Courtyard Management Corporation, HPT TRS MRP,
           Inc. and HPT CY TRS, Inc.




    10.3     Second Amended and Restated Management Agreement, dated as of
           December 31, 2019, between Residence Inn By Marriott, LLC and HPT TRS
           MRP, Inc.




    10.4     Second Amended and Restated Management Agreement, dated as of
           December 31, 2019, between SpringHill SMC, LLC and HPT TRS MRP, Inc.




    10.5     Second Amended and Restated Management Agreement, dated as of
           December 31, 2019, between TownePlace Management, LLC and HPT TRS MRP,
           Inc.




    10.6     Management Agreement, dated as of December 31, 2019, between Essex
           House Condominium Corporation and HPT TRS MRP, Inc.




    10.7     Amended and Restated Pooling Agreement, dated as of December 31,
           2019, among Marriott International, Inc., Marriott Hotel Services,
           Inc., Residence Inn By Marriott, LLC, Courtyard Management Corporation,
           SpringHill SMC, LLC, TownePlace Management, LLC, Essex House
           Condominium Corporation, HPT TRS MRP, Inc. and HPT CY TRS, Inc.




    10.8     Letter Agreement, dated as of December 31, 2019, among Marriott
           International, Inc., Marriott Hotel Services, Inc., Residence Inn By
           Marriott, LLC, Courtyard Management Corporation, SpringHill SMC, LLC,
           TownePlace Management, LLC, Essex House Condominium Corporation, HPT
           TRS MRP, Inc. and HPT CY TRS, Inc.

  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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