Good morning, and welcome to the Service Properties Trust Second Quarter 2025 Earnings Conference Call. Please note, this event is being recorded. I would now like to turn the conference over to Kevin Barry, Senior Director of Investor Relations. Please go ahead.

Good morning. Thank you for joining us today. With me on the call are Chris Bilotto, President and Chief Executive Officer; Jesse Abair, Vice President; and Brian Donley, Treasurer and Chief Financial Officer. In just a moment, they will provide details about our business and our performance for the second quarter of 2025, followed by a question-and-answer session with sell-side analysts. I would like to note that the recording and retransmission of today's conference call is prohibited without the prior written consent of the company. Also note that today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on SVC's beliefs and expectations as of today, August 6, 2025, and actual results may differ materially from those that we project. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call. Additional information concerning factors that could cause those differences is contained in our filings with the SEC, which can be accessed from our website at svcreit.com or the SEC's website. Investors are cautioned not to place undue reliance upon any forward-looking statements. In addition, this call may contain non-GAAP financial measures, including normalized funds from operations or normalized FFO and adjusted EBITDAre. A reconciliation of these non-GAAP figures to net income is available in SVC's earnings release presentation that we issued last night, which can be found on our website. Finally, we are providing guidance on this call, including adjusted hotel EBITDA. We are not providing a reconciliation of this non-GAAP measure as part of our guidance because certain information required for such reconciliation is not available without unreasonable efforts or at all. With that, I will turn the call over to Chris.

Thank you, Kevin. Good morning, everyone, and thank you for joining the call today. Last night, we reported second quarter financial results that were in line with our expectations and continue to advance on many of our strategic priorities. I will begin today's call with an update on our business plans, including the recent progress of our hotel disposition program and provide further highlights within our hotel and net lease portfolios during the quarter. Then Jesse will discuss in more detail our net lease portfolio and the acquisitions that we have made to build on our existing platform. Finally, Brian will review our financial results and quarterly guidance. Starting with our current business plan. During the past quarter, we have made significant progress on previously announced hotel dispositions, advanced many of our hotel renovations as a catalyst to drive performance and improve the quality of our assets and pursued selective net lease acquisitions and dispositions. These efforts are part of our ongoing strategic initiative to transform SVC toward becoming a predominantly net lease REIT. Entering into 2025, we have continued to execute on our strategy of divesting select hotels while focusing our retained portfolio on primarily full-service urban and leisure-oriented properties that offer greater potential for EBITDA growth and enhanced overall value. To-date, we have sold 8 hotels for proceeds of $46 million and continue to make meaningful progress on the previously communicated 114 Sonesta hotel portfolio. We removed from the marketing process 1 full-service hotel located in Atlanta as we continue to evaluate broader opportunities for the retained hotel portfolio. Regarding the 114 Sonesta hotel sales, due diligence has been completed and nonrefundable deposits have been received for 111 hotels with 4 unique buyers for a sales price of $900 million. Additionally, we have entered into a purchase and…

Thank you, Chris. The strategic shift underway at SVC will ultimately result in a portfolio that benefits from minimal CapEx needs, long-term leases with annual escalators that provide a bond-like risk return profile and cash flows that can be relied upon even in uncertain economic environments. The net lease market is deep, liquid and highly fragmented, creating conditions that are conducive to scalable expansion if and when we choose to do so. Additionally, as we have demonstrated with mortgage financing, SVC's net lease assets provide access to attractively priced financing options to support our growth. That growth will build up the existing backbone of net lease retail properties that we already own. Our portfolio is anchored by 175 TA travel centers backed by BP's investment-grade credit. As a reminder, SVC's current leases with TA have 8 years of remaining term and include 50 years of extension options. While the rent coverage for the TA assets has experienced degradation over the past few quarters, this decline has begun to level off as freight demand normalizes coming off its COVID era peak. Moreover, we are seeing investments in real estate from BP in the form of EV charging stations and other initiatives that are intended to drive revenue from non-fuel offerings at these locations. The overall net lease portfolio consists of 742 service-oriented retail net lease properties with annual minimum rents of $387 million. These assets were more than 97% leased with a weighted average lease term of 7.6 years. We have 174 tenants operating under 136 brands, spanning 21 distinct industries. The diversity and breadth of the portfolio provides opportunity for organic growth as we continue to source modest transactions with both new and existing operators. Our lease expiration schedule remains well laddered with 1.7% of our minimum rents scheduled to…

Thanks, Jesse. Good morning. Starting with our consolidated financial results for the second quarter of 2025, normalized FFO was $57.6 million or $0.35 per share versus $0.45 per share in the prior year quarter. Adjusted EBITDAre decreased $7.7 million year- over-year to $163.8 million. Overall financial results this quarter as compared to the prior year quarter were primarily impacted by an $8.8 million increase in interest expense and lower hotel returns. For our 200 comparable hotels this quarter, RevPAR increased by 40 basis points and gross operating profit margin percentage declined by 300 basis points to 30.2%. Below the [GLP] line, costs at our comparable hotels decreased less than 1% from the prior year, driven by lower property insurance premiums. Our hotel portfolio generated adjusted hotel EBITDA of $73 million, a decline of 11.3% from the prior year, but towards the high end of our guidance range. The 4 hotels that were under renovation during the quarter represented $2.4 million or 24% of the decline in adjusted hotel EBITDA year-over-year. The 116 Sonesta exit hotels, including 2 that sold in July, generated RevPAR of $75, a decline of 1.8% and adjusted hotel EBITDA of $19.9 million, a decline of 12% year-over-year. The 84 hotels we expect to retain generated RevPAR of $121, an increase of 1.5% year-over-year and adjusted hotel EBITDA of $53.5 million during the quarter, a decrease of $7 million or 11.7% year-over-year. Most of the decline year-over-year in the retained portfolio is related to elevated labor costs, repairs and maintenance expenses and renovation disruption. Turning to our expectations for Q3. We're currently projecting third quarter RevPAR of $98 to $101 and adjusted hotel EBITDA in the $54 million to $58 million range. This guidance considers a sequential decline due to seasonality in the third quarter as well…

Our first question will come from Tyler Batory with Oppenheimer.

First one for me on the guidance for the hotel portfolio. I understand on the EBITDA line, there's some seasonality there sequentially from Q2, but can you expand a little bit more on some of the renovation disruption in Q3 and then talk to you about the commentary you mentioned just some general headwinds in travel and lodging, please?

Sure. I'll start, Tyler. Thank you for the question. We definitely see some softness in Q3 and especially in the August time frame, we typically see a seasonal drop-off in activity in leisure travel as we get into early fall. Some of our forward-looking numbers and some of the group pace starting to improve as we get into Q4, but we definitely see some weakness in Q3. Things have been softer and trends have been continuing. As we pace looking year-over-year, it's very comparable to what we saw in Q2 year-over-year, so some declines year-over-year.

Then the CapEx commentary you gave for 2026 I appreciate that, the $150 million number. The remainder of that, that's discretionary, the $86 million. Is that still a little bit elevated compared to what you might think is more normal? Just how would you think about a maintenance cap ex-run rate long term for the portfolio?

Yes. I think as we look at '26, it's a significant reduction from what we've been spending in the last few years, the pace of our discretionary numbers. Just to clarify, $64 million, yes, will be discretionary of the $150 million with the rest going to renovations. Our overall CapEx spend, I think if you benchmark that to our current portfolio, it is closer to 15% of revenues. I think as we move forward, Industry norms are probably closer to 10% to 12% of total revenues, and that's where we think we want to be longer term, but for '26, we still have some significant projects we're doing, including our repositioning of the South Beach Hotel and some other larger projects. But the pace of our renovations and just the scale of how much we're deploying will continue to trend down.

Yes. I think bigger picture, just there'll be less active hotels under renovation in a given year, albeit we're talking about the $150 million in totality. I think the other complement to that is less disruption in the business, and so we should see just EBITDA generally be more moderated in future years because we have less renovations underway at any given time.

Just want a clarification on the asset sales. I think last quarter, you were talking about $1.1 billion of gross proceeds. Now the number is $966 million. I just want to be clear on just the delta between those numbers and what's changed?

Yes, it's two-fold. One of the bigger pieces is we pulled a full-service hotel from the marketing efforts, a hotel we have in Atlanta. That's a performing hotel. I think, generally speaking, we weren't necessarily happy with what we were seeing as far as pricing goes, and so retaining that hotel seemed to be more prudent, at least currently. Then the balance, kind of the lesser amount was more around the conclusion of diligence as we -- as I mentioned in the prepared remarks, where we're at now with the lion's share of the $900 million of asset sales is diligence is complete, deposits are hard, and we're on the other side to closing. Anything related to any pricing changes is no longer is in play. That's the other gap with respect to that number.

Last one for me. The net lease side of things, making a lot of progress on that strategy in terms of transaction activity. Talk a little bit more about the pipeline for deals. I understand part of this is capital recycling, but is there a point where maybe the acquisitions could be significantly larger than the dispositions? I'm just really trying to get a sense of expectations? I know you probably can't give specific guidance on this, but just trying to get a sense of maybe rough run rate or maybe some guideposts on how much in terms of dollars you'd like to allocate towards acquisitions, whether it's the next couple of quarters or the next couple of years? I'm just trying to get a sense of how that could evolve looking ahead?

Yes. I think generally speaking, and we talked about this on the onset of this endeavor is that we wanted to do modest acquisitions on the net lease side. There's a ranging -- a range of strategies. We've been net sellers over the years, more specifically in that segment. As you're familiar with, we have an attractive balance sheet mechanism with the ABS, the mortgage financing and as part of that is a good opportunity for the company medium term at favorable pricing, and so refreshing that accordingly with the right assets is part of the driver with respect to some of these acquisitions. Then again, just overall portfolio enhancements. I mean what we like about it today, absent of just the types of assets we're buying and how we're growing the portfolio is we're able to do it partially with asset sales. We're getting the true benefit of the capital recycling aspect of the growth, but look, you look at Q2 where we started transacting just under $30 million, we're at $14 million to-date through Q3 and Jesse alluded to another $10 million. That's probably a fair run rate for the time being. This is not a scenario where we expect to do some sort of outsized growth currently, but we'll look to opportunities to grow and find proceeds through sales and other initiatives to help balance that. Then I think your question around the types of assets, where we've been transacting today has been more weighted towards casual dining and QSR. There's been some automotive in there with respect to car washes and similar type uses. Then we expect that to continue to diversify as we look at certain medical type opportunities and things around some Dollar General to a smaller scale and some other similar type uses are things we're targeting. I think net-net for us, part of that allocation will be tied to how we can use it as a creative financing tool given some parameters around that type of portfolio you can assemble for that.

Our next question will come from John Massocca with B. Riley Securities.

Maybe building on Tyler's question. Is the outlook that if you wanted to get more aggressive on the net lease investments, that's something that maybe happens post-closing of some of these strategic hotel dispositions? Just trying to think about when that -- from a timing perspective, when that net lease acquisition machine could really start ramping into gear?

Yes. I think that's probably fair. It's going to be steady state based on the run rate I just alluded to. Then as we get further into next year and just see how performance continues across the portfolio, we don't want to shift the focus around the deleveraging component that we're focused on. Certainly, there are other variables we want to be mindful of. But look, coming out of the sales this year, thinking about select sales next year, looking at opportunities to grow EBITDA through the retained portfolio and narrow that margin gap. Those are all net positives, less capital, as we alluded to, bringing that number down by $100 million year-over-year. I think as we work our way through that at the beginning of the year, we'll be in a better position to assess the opportunity to further ratchet up on anything related to more sales -- or excuse me, more acquisitions outside of the run rate we just talked about.

Then as I think about the $900 million of hotel sales that are more advanced, what was left to do there between now and closing? Just given due diligence is done, deposits are hard. I mean, are there any variables or factors that could derail those transactions? I guess what's left to do from either your perspective or the buyer's perspective to get those across the line? Or is it just literally a matter of we have dates for their reasons, for our reasons, whatever it may be, it's going to close between 3Q and 4Q?

It's the latter. I mean, look, the -- it's 4 unique buyers. We're on the other side in the sense that there's no more or no contingencies related to these sales. This is common course, whereby following conclusion of diligence, you then have a pace to close. Given the size of the portfolio with each of the buyers, it's a rolling close. There'll be incremental takedowns between now and the end of the year. Look, I think where we stand today, I would say upwards of maybe 20% of those proceeds could be realized in Q3 with the balance in Q4. Again, there are ultimately hard outside dates tied to those. That's where we get comfortable with the 2025 execution.

Understanding they have an obligation and they wouldn't get them out of their deposits, but these are -- without commenting too much, I'm sure you can't give too much detail, but these are strong counterparties and there isn't any finance needs on their end that are fulfilling this deal for these deals?

There's no contingency. The deposits are hard at this stage, and I would just echo that our experience in selling assets is this is just normal course. There's nothing in our view, that would suggest that the transactions won't close as planned.

I appreciate that. Then in terms of the incurrence covenant on the debt service coverage, ratio, how far off are you from meeting that? I guess, is there like a time line or a series of actions do you think -- I understand that there's some variability in the performance of the portfolio, but how quickly do you think you could get back in compliance with that covenant and be able to be a more active participant in the debt markets if need be?

Sure, John. It's a great question. At Q1, we were right at the threshold of 1.50x. The numbers we reported yesterday, we were at 1.49x. Depending on which side of the ratio you're talking about, it's $4 million of EBITDA, $3 million of interest. We did announce to get to the 1.5x, we did announce the redemption of the February ‘26 notes. On a pro forma basis, we're moving that interest gives us some temporary relief on that, but we did draw the revolver. There are variables on how that ratio will work as we get into Q3. When we get the Q3 filing, we'll have to see where our earnings are at. We're not happy at the levels even if we are passing the covenant, we need to get more cushion there to not have to worry about an incurrence test, as you said, participate in capital market transactions, but there are things we could do in further asset sales, operational improvements that are going to give us cushion, and we're going to continue to think strategically about it.

Then one last one on the hotel dispositions. Is pricing -- and apologies if I missed this earlier in the call or in the prepared material, but is pricing what you were anticipating, say, at the 1Q call?

Yes. I mean barring what I mentioned earlier, right, there was some slight adjustments, but I think the bigger -- I mean, we're very pleased with the pricing. You look at that $900 million at just shy of a 16 multiple. I think that is indicative of just the strong participation in those assets and the pricing we're able to achieve accordingly.

Our next question will come from Jack Armstrong with Wells Fargo.

Just picking back up on the debt side there. Can you walk us through the decision to fully draw the credit facility? In terms of other ways that you could look to address the debt situation, would you consider issuing a 0 coupon bond that would lower your cash interest and get you back into compliance with the debt covenant, you could refinance existing maturities?

Sure, Jack, thank you for that. As we were getting close to the end of Q2 and looking where our May actuals and year-to-date actuals were trending on the hotel portfolio, we had anticipated our Q2 filing might put us right below that threshold, which is why we drew the revolver to protect liquidity because on a pro forma basis, if you're below the 1.5x, it's an incurrence test, so you can't draw on the revolver if you're under that level. We did that proactively to make sure we have access to that liquidity, which is important for us. The timing of the asset sales being later in the year and having the $350 million due all played into that decision. We'll continue to evaluate whether or not we hold cash, repay the revolver and when we repay off the next tranche of notes that are due later in October of '26. Regarding your other question, the 0 coupon idea is certainly something on the table. We have a lot of exploratory conversations with stakeholders, bankers and things of that nature, and that's something that can, yes, provide relief to this covenant and significant relief given 0 coupon structure. Those are the things we will evaluate going forward.

Then as we're thinking about the '27 maturities, when should we expect you to start addressing those maturities? Is that a kind of early '26 event as you start to consider some additional hotel sales? Or do you think you'll try and do a refinance instead of waiting for additional sale proceeds?

Look, I think as Brian alluded to, we're thinking about multiple levers that would ultimately benefit the company, but certainly, the structure around additional hotel sales in '26 will be used to delever and specifically around the '27s given with the current dispositions and the payoff Brian alluded to of the early part of the '26s, that's going to be covered through those proceeds. Again, looking out to '27 in asset sales and again, just being mindful of different opportunities as we continue to stay close to those 27s being the next tranche for us to address.

Can you characterize what are the next hotels that you look to take out of the portfolio just from a chain scale, location and brand perspective?

Yes. I think -- look, I think it's a little preliminary. I don't want to lose sight of the focus on what we're closing on, but it's probably a combination of different chain scales. There's a scenario where there's some full service on the table. We talked about the one we pulled from Atlanta. Then there's others that may be lower performing in certain markets that we would consider. That's something we're really starting to get our arms around with now and then be in a position we can time it accordingly. We've got a little runway to do that. We'll have more detail to share on future calls, but it's something, again, we're assembling, which would -- I think, be considered across the chain scale.

Then can you provide us with some updated return expectations on the hotel renovation program just from a cash-on-cash perspective and help us frame what the lift will look like in '26 and '27 in terms of how it breaks out between occupancy and rate?

Sure. I mean the way we've been looking at some of these projects, there's different tiers of what we expect from the money we're deploying, obviously, put aside the recurring maintenance stuff, but the renovations and redevelopment initiatives, there can be a wide range of expectations and how we pro forma some of those projects, whether it's normal course recycling/renovation programs in the 8% to 10% range as far as lift expectations and RGI improvements. We have some larger scale projects like the South Beach hotel I mentioned where we expect returns in the 20-plus percent range and other projects. There can be a wide range, but the lift can take 6, 12, 18 months to be realized on a pro forma basis as hotels stabilize, get reintroduced to the market. But we're seeing a lot of good early signs from some of the bigger boxes that we have completed in recent months, and we continue to be thoughtful around how we deploy capital, and that goes into part of the strategy to selectively pick renovations and how we're deploying CapEx.

Then you mentioned in the deck some changes coming to the management agreement with Sonesta. Can you explain what those will look like? To the extent that there are just changes to structure and not in terms of the actual agreement with Sonesta, why are you not pushing for a more favorable contract with them, just given how much of a headwind to margins Sonesta management has been?

Yes. Look, I think that the overall terms for the agreement are market. Really, a lot of the strategy around reference to the management agreement is predicated on the fact that this is currently a pooled agreement. As we think about the sales that are underway currently and those that will likely happen in future years, I think a change to the structure so we can have and forego the pooled agreement and align incentives more specifically to performance-based initiatives is all part of the expectation with any changes to the management agreement. Again, I think economically, we don't anticipate any impact. It's more just to right-size and align with where we're going with the strategy and again, on market terms.

This concludes our question-and-answer session. I would like to turn the conference back over to Chris Bilotto, President and Chief Executive Officer, for any closing remarks.

Yes. Thank you for joining today's call. We look forward to keeping you updated on our ongoing strategic initiatives to transform the company, strengthen our balance sheet and enhance overall performance. Please reach out to Investor Relations, if you're interested in scheduling a meeting with SVC. That concludes our call.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.