UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 8, 2011 (April 6, 2011)
PEBBLEBROOK HOTEL TRUST
(Exact name of registrant as specified in its charter)
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| Maryland
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001-34571
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27-1055421 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
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| 2 Bethesda Metro Center, Suite 1530 |
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| Bethesda, Maryland
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20814 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (240) 507-1300
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under o the Exchange
Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under o the Exchange
Act (17 CFR 240.13e-4(c)) |
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 6, 2011, a subsidiary of Pebblebrook Hotel Trust (the “Company”) completed its acquisition
of the 450-room The Westin Gaslamp Quarter hotel for $110.0 million from Starwood CMBS I, LLC, an
unaffiliated third party. The Company also reimbursed the seller $10.0 million for the seller’s
capital investment in the recently completed guestrooms renovation. The hotel will continue to be
managed by Westin Operator LLC (“Starwood”), the hotel’s current manager, pursuant to a management
agreement between the Company’s taxable real estate investment trust subsidiary and Starwood. The
management agreement is for a 20-year term, which term the manager, in its sole and absolute
discretion, may extend by up to two additional ten-year terms, and provides for base management
fees and incentive management fees within the ranges described in the Company’s final prospectus
for its public equity offering filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended, on July 23, 2010. The management agreement is
non-terminable by the Company except upon the manager’s failure to meet performance tests as
defined in the management agreement. In addition, the agreement contains other terms and provisions
customarily found in hotel management agreements. The transaction was funded entirely with
available cash.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on April 6, 2011 announcing that it had closed on the previously
announced acquisition of The Westin Gaslamp Quarter hotel. A copy of that press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
The Company issued a press release on April 7, 2011 announcing that it had closed on the
acquisition of the Hotel Monaco Seattle. A copy of that press release is furnished as Exhibit 99.2
to this Current Report on Form 8-K and is incorporated by reference herein.
Copies of materials about The Westin Gaslamp Quarter and Hotel Monaco Seattle that the Company
intends to distribute are attached to this Current Report on Form 8-K as Exhibits 99.3 and 99.4,
respectively, and are incorporated by reference herein. Additionally, the Company has posted these
materials in the investor relations section of its website at
www.pebblebrookhotels.com.
Item 8.01. Other Events.
On April 7, 2011, a subsidiary of the Company completed its acquisition of the 189-room Hotel
Monaco Seattle, located in Seattle, Washington, for $51.2 million from Fourth Seattle Hotel
Associates LP, an unaffiliated third party. The transaction was funded entirely with available
cash.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Company previously reported the following historical financial statements of The Westin Gaslamp
Quarter hotel in the Company’s Current Report on Form 8-K/A filed on March 31, 2011:
Balance Sheets as of December 31, 2010 and 2009
Statements of Operations for the years ended December 31, 2010 and 2009
Statements of Owner’s Equity in Hotel for the years ended December 31, 2010 and 2009
Statements of Cash Flows for the years ended December 31, 2010 and 2009
(b) Pro Forma Financial Information.
The Company previously reported the following pro forma financial information related to The Westin
Gaslamp Quarter hotel in the Company’s Current Report on Form 8-K/A filed on March 31, 2011:
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2010
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31,
2010
(d) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Press release issued on April 6, 2011. |
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99.2
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Press release issued on April 7, 2011. |
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99.3
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Materials about The Westin Gaslamp Quarter |
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99.4
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Materials about Hotel Monaco Seattle |