Issuer:
|
Pebblebrook Hotel Trust | |
Title of Shares:
|
8.00% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest | |
Number of Shares:
|
3,000,000 shares (3,400,000 shares if the underwriters’ overallotment option is exercised in full) | |
Maturity:
|
Perpetual (unless redeemed by the Issuer on or after September 21, 2016 or pursuant to its optional redemption right or converted by an investor in connection with certain changes of control) | |
Trade Date:
|
September 14, 2011 | |
Settlement Date:
|
September 21, 2011 (T+5). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Series B Preferred Shares prior to September 16, 2011 will be required, by virtue of the fact that the Series B Preferred Shares initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Series B Preferred Shares who wish to trade the Series B Preferred Shares prior to their date of delivery hereunder should consult their advisors. | |
Distribution Rate:
|
8.00% per annum of the $25.00 liquidation preference (equivalent to $2.00 per annum per share) | |
Distribution Payment Dates:
|
On or about January 15, April 15, July 15 and October 15 of each year, commencing on October 17, 2011. | |
Conversion Rights:
|
Upon the occurrence of a Change of Control, investors will have the right (unless, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem their Series B Preferred Shares) to convert some or all of their Series B Preferred Shares (the “Change of Control Conversion Right”) into a number of the Issuer’s common shares of beneficial interest, par value $0.01 per share, per Series B Preferred Share to be converted equal to the lesser of: | |
• the quotient obtained by dividing (i) the sum
of the $25.00 liquidation preference plus the
amount of any accrued and unpaid distributions
to, but not including, the Change of Control
Conversion Date (unless the Change of Control
Conversion Date is after a record date for a
Series B Preferred Share distribution payment
and prior to the corresponding Series B
Preferred Share distribution payment date, in
which case no additional amount for |
such accrued and unpaid distribution will be
included in this sum) by (ii) the Common Share
Price; and |
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•
3.4483 (the “Share Cap”), subject to certain
adjustments; |
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| subject, in each case, to provisions for the receipt of alternative consideration, as described in the preliminary prospectus supplement. | ||
| If the Issuer has provided or provides a redemption notice, whether pursuant to the Issuer’s special optional redemption right in connection with a Change of Control or the Issuer’s optional redemption right, investors will not have any right to convert their Series B Preferred Shares in connection with the Change of Control Conversion Right and any Series B Preferred Shares subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. | ||
| A “Change of Control” is when, after the original issuance of the Series B Preferred Shares, the following have occurred and are continuing: | ||
• the acquisition by any person, including any
syndicate or group deemed to be a “person” under
Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, of beneficial ownership,
directly or indirectly, through a purchase,
merger or other acquisition transaction or
series of purchases, mergers or other
acquisition transactions of shares of the Issuer
entitling that person to exercise more than 50%
of the total voting power of all shares of the
Issuer entitled to vote generally in elections
of trustees (except that such person will be
deemed to have beneficial ownership of all
securities that such person has the right to
acquire, whether such right is currently
exercisable or is exercisable only upon the
occurrence of a subsequent condition); and |
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• following the closing of any transaction
referred to in the bullet above, neither the
Issuer nor the acquiring or surviving entity has
a class of common securities (or American
Depositary Receipts representing such
securities) listed on the New York Stock
Exchange, the NYSE Amex Equities or the NASDAQ
Stock Market or listed or quoted on an exchange
or quotation system that is a successor to the
NYSE, the NYSE Amex or NASDAQ. |
||
| The “Change of Control Conversion Date” will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series B Preferred Shares. | ||
| The “Common Share Price” will be: (i) the amount of cash consideration per common share, if the consideration to be |
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| received in the Change of Control by holders of the Issuer’s common shares is solely cash; and (ii) the average of the closing prices for the Issuer’s common shares on the New York Stock Exchange for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by holders of the Issuer’s common shares is other than solely cash. | ||
Optional Redemption:
|
On and after September 21, 2016, the Issuer may, at its option, redeem the Series B Preferred Shares, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid distributions to, but not including, the date of redemption (subject to the special optional redemption right described below). | |
Special Optional Redemption:
|
Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series B Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series B Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. | |
Annual Yield:
|
8.00% | |
Public Offering Price:
|
$25.00 per share | |
Purchase Price by Underwriters:
|
$24.2125 per share | |
Net Proceeds (before expenses):
|
$72,637,500 ($82,322,500 if the underwriters’ overallotment option is exercised in full) | |
Underwriting Discount:
|
$2,362,500 ($2,677,500 if the underwriters’ overallotment option is exercised in full) | |
Joint Book-Running Managers:
|
Raymond James & Associates, Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC |
|
Senior Co-Managers:
|
Citigroup Global Markets Inc. RBC Capital Markets, LLC |
|
Co-Managers:
|
Robert W. Baird & Co. Incorporated Janney Montgomery Scott LLC Morgan Keegan & Company, Inc. Stifel, Nicolaus & Company, Incorporated |
|
Listing/Symbol:
|
NYSE / “PEBPrB” (to be applied for) | |
ISIN:
|
US70509V3087 |
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CUSIP:
|
70509V 308 |
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