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): June 4, 2010
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,
Bethesda, Maryland
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20814 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone
number, including area code: (240) 507-1300
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 4, 2010, a subsidiary of Pebblebrook Hotel Trust (the “Company”) completed its acquisition
of the 269-room Doubletree Bethesda Hotel and Executive Meeting Center for $67.1 million from THI
IV Bethesda LLC, an unaffiliated third party. The hotel will continue to be operated pursuant to a
Doubletree Hilton franchise agreement and will be managed by Thayer Lodging Group Inc. (“Thayer”),
the current manager of the hotel, pursuant to a management agreement between the Company’s taxable
REIT subsidiary and Thayer. The management agreement is for an initial 10 year term and provides
for base management fees and incentive management fees within the ranges described in the Company’s
final prospectus for its initial public offering filed with the Securities and Exchange Commission
pursuant to Rule 424 (b) under the Securities Act of 1933. The management agreement also provides
for termination at the Company’s option at any time, and without cause, by giving written notice
and paying a termination fee. In addition, the agreement contains other terms and provisions
customarily found in hotel management agreements. The transaction was funded entirely with cash
from the Company’s initial public offering.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on June 7, 2010 announcing that it had closed on the acquisition
of the Doubletree Bethesda Hotel and Executive Meeting Center located in Bethesda, Maryland. 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.
A copy of materials that the Company intends to use at the National Association of Real Estate
Investment Trusts Investor Forum on June 9-10 and elsewhere, 2010 is attached to this Current Report on Form 8-K
as Exhibit 99.2 and is incorporated by reference herein. Additionally, the Company has posted the
materials in the investor relations section of its website at www.pebblebrookhotels.com.
This information, including the exhibits attached hereto, is being furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section. The information in this
Current Report on Form 8-K, including the exhibits, shall not be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language in any of those filings. This Current Report on Form 8-K will
not be deemed an admission as to the materiality of any information in this Current Report on Form
8-K that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) are currently being prepared. The Company will
file the required financial statements under the cover of Form 8-K/A as soon as practicable but no
later than August 20, 2010, which is 71 calendar days after the latest date on which this initial
Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) are currently being prepared. The
Company will file the required pro forma financial information under the cover of Form 8-K/A as
soon as practicable but no later than August 20, 2010, which is 71 calendar days after the latest
date on which this initial Current Report on Form 8-K is required to be filed.
(d) Exhibits.
99.1 Press release issued on June 7, 2010.
99.2 Materials used on June 9-10, 2010.