Bought Deal Common Share Offering
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): | | November 6, 2013 (October 31, 2013) |
PEBBLEBROOK HOTEL TRUST
__________________________________________
(Exact name of Registrant as specified in its charter)
|
| | |
Maryland | 001-34571 | 27-1055421 |
_____________________ (State or Other Jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of Incorporation or Organization) | File Number) | Identification No.) |
| | |
2 Bethesda Metro Center, Suite 1530, Bethesda, Maryland | | 20814 |
________________________________ (Address of principal executive offices) | | ___________ (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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On October 31, 2013, November 1, 2013 and November 6, 2013, the Company issued press releases relating to the launch, pricing and closing, respectively, of the offering of its common shares described under Item 8.01 of this Current Report on Form 8-K. Copies of those press releases are furnished as Exhibits 99.1, 99.2, and 99.3, respectively, to this Current Report on Form 8-K.
Item 8.01. Other Events.
On October 31, 2013, Pebblebrook Hotel Trust (the “Company”) and its operating partnership, Pebblebrook Hotel, L.P., entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”) relating to the issuance and sale of 2,200,000 of the Company’s common shares of beneficial interest, $0.01 par value per share (“Common Shares”), pursuant to which the Underwriter agreed to purchase 2,200,000 Common Shares from the Company at a price of $29.46 per share and was granted a 30-day option to purchase up to an additional 330,000 Common Shares on the same terms. The Underwriter exercised this option in full on November 1, 2013. The closing of the offering and the option occurred on November 6, 2013.
The 2,530,000 Common Shares issued and sold pursuant to the Underwriting Agreement have been registered on the Company’s shelf registration statement on Form S-3 (File No. 333-173468), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on April 13, 2011.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description herein of the material terms of the Underwriting Agreement is qualified in its entirety by reference to that exhibit. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption “Underwriting” contained in the Company’s prospectus supplement, dated October 31, 2013, which has been filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which disclosure is hereby incorporated by reference.
In connection with the filing of the Underwriting Agreement, the Company is filing as Exhibits 5.1 and 8.1 to this Current Report on Form 8-K opinions of its counsel, Venable LLP and Hunton & Williams LLP, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
| | |
Exhibit No. | | Description |
1.1 | | Underwriting Agreement, dated October 31, 2013, by and among Pebblebrook Hotel Trust, Pebblebrook Hotel, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. |
5.1 | | Opinion of Venable LLP, dated November 6, 2013, regarding the legality of the Common Shares. |
8.1 | | Opinion of Hunton & Williams LLP, dated November 6, 2013, regarding certain tax matters. |
23.1 | | Consent of Venable LLP (included in Exhibit 5.1 hereto). |
23.2 | | Consent of Hunton & Williams LLP (included in Exhibit 8.1 hereto). |
99.1 | | Press release issued October 31, 2013. |
99.2 | | Press release issued November 1, 2013. |
99.3 | | Press release issued November 6, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | | | |
| | | | |
| | PEBBLEBROOK HOTEL TRUST |
| | | | |
Date: November 6, 2013 | | By: | | /s/ Raymond D. Martz |
| | | | Name: Raymond D. Martz |
| | | | Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
EXHIBIT INDEX
|
| | |
Exhibit No. | | Description |
1.1 | | Underwriting Agreement, dated October 31, 2013, by and among Pebblebrook Hotel Trust, Pebblebrook Hotel, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. |
5.1 | | Opinion of Venable LLP, dated November 6, 2013, regarding the legality of the Common Shares. |
8.1 | | Opinion of Hunton & Williams LLP, dated November 6, 2013, regarding certain tax matters. |
23.1 | | Consent of Venable LLP (included in Exhibit 5.1 hereto). |
23.2 | | Consent of Hunton & Williams LLP (included in Exhibit 8.1 hereto). |
99.1 | | Press release issued October 31, 2013. |
99.2 | | Press release issued November 1, 2013. |
99.3 | | Press release issued November 6, 2013. |