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 3, 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
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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(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:
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 November 3, 2010, a subsidiary of Pebblebrook Hotel Trust (the “Company”) completed its
acquisition of the 254-room Skamania Lodge, outside Portland, Oregon, for
$55.8 million from Commonwealth Washington Holding Inc. and Commonwealth Washington Operating Inc.,
both unaffiliated third parties. The hotel will be managed by Destination Hotels and Resorts
(“Destination”) pursuant to a management agreement between the Company’s taxable real estate
investment trust subsidiary and Destination. The management agreement is for a 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 public equity offering filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities
Act”) on July 23, 2010. 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 available cash.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on November 3, 2010 announcing that it had closed on the
previously announced acquisition of Skamania Lodge. 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 about this property that the Company intends to distribute 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 those 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 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.
(d) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Press release issued on November 3, 2010 |
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99.2
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Materials about Skamania Lodge |