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): May 3, 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
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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2 Bethesda Metro Center, Suite 1530
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))
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| Item 2.01. |
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Completion of Acquisition or Disposition of Assets. |
On May 3, 2011, a subsidiary of Pebblebrook Hotel Trust (the “Company”) completed its acquisition
of the 237-room Mondrian Los Angeles for $137.0 million from Mondrian Holdings, LLC, an
unaffiliated third party. The hotel will continue to be managed by the Morgans Hotel Group
Management LLC (“Morgans”), the hotel’s current manager, pursuant to a management agreement between
the Company’s taxable real estate investment trust subsidiary and Morgans. The management agreement
is for a 20-year term, which term the manager, in its sole and absolute discretion, may extend by
one additional ten-year term, 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.
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| Item 7.01. |
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Regulation FD Disclosure. |
The Company issued a press release on May 3, 2011 announcing that it had closed on the previously
announced acquisition of the Mondrian Los Angeles located in Los Angeles, California. A copy of
that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of materials about this property that the Company intends to distribute is attached to this
Current Report on Form 8-K as Exhibit 99.2. Additionally, the Company has posted those materials in
the investor relations section of its website at www.pebblebrookhotels.com.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description |
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99.1 |
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Press release issued on May 3, 2011. |
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99.2 |
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Materials about the Mondrian Los Angeles. |